20040831Application.pdf

"...CJ ~ d-"(p
ft/ lJYY)
1O~,-~, fJ;f'1tH:tt.! \"-..u
Thomas F. Dixon
Senior Attorney
Western Law and Public Policy
707 17th Street
Suite 4200
Denver, CO 80202
Telephone [phone]
Fax [phone]
thomas.dixon((!)mci.com
ILED
ZUUlt fiUG -;2 At1 ': fa
,~.
,. ~ H..
L1 T It iT IE S C Or;~it;,1!$'S;1L1.
July 30, 2004
Jean Jewell, Commission Secretary
Idaho Public Utilities Commission
POBox 83720
Boise, ID 83720-0074
Street Address:
472 W Washington 83702
r;Jc/J
/-
r1
'/-
RE: Qwest/MCI Agreements executed July 16, 2004
Dear Ms. Jewell:
Pursuant to Section 252 of the Federal Telecommunications Act of 1996, MCI submits 4
copies of the following agreements for review and approval:
,""'
~'" t.,~\,jC'al ~\-f-
r--x'~~'
\! "
Amendment to Interconnection Agreement between MCI and Qwest
dated July 16, 2004 and
Master Services Agreement between MCI and Qwest, dated July 16, 2004.
Also enclosed is a CD that provides you with electronic copies of the agreements. If you
have any questions please feel free to call me.
SincerelYy'.QmsA'// fi'
" .,;/ _
~mc c-t/-t'
Thomas F. Dixon
Atch: AgreementsCC. Joe Miller
.. .
aWEST MASTER SERVICES AGREEMENT
.. ~
This Master Services Agreement, which Includes this signature page, the subsequent general terms and conditions, the.Rate Sheetfor each applicable state, Exhibit 1 (Ow est Platform Plus Service), and Attachment A to Exhibit 1 (Performance Metrics) attachedhereto or Incorporated herein by reference (collectively the "Agreement") is entered Into between Owest Corporation ("awest") andMClmetro Access Transmission Services LLC ("MCI") (each Identified for purposes of this Agreement in the signature blocksbelow, and referred to separately as a "Party" or collectively as the "Parties ), on behalf of Itself and its Affiliates. This Agreementmay be executed In counterparts. This Agreement shall become effective on the Effective Date. The
undersigned Parties have readand agree to the terms and conditions set forth In the Agreement.
CLEC:
MClmetro Access Transmission Services LLC
A Delaware limited liability companyBy:
(Na e):
Itle):
Date:
Steven Hansen
Director By:
(Name):
( Title ):
Date:
, ,
Julv 16. 2004
NOTICE INFORMATION: All written notices required under the Agreement shall be sent to the following:
To Qwest Corp.
1801 California Street. Suite 2420
Denver. CO 80202
Phone #: [phone]
Facsimile #: 303-965-7077
E-mail: Intaqree((i)qwestcom
Attention: Manaqer-tnterconnection
To MCI:
22001 Loudon County Parkway. Ste. G2-614Ashburn VA 20147
Phone #: [phone]
Facsimile #: 703-886-0118
E-mail: peter.reynolds ~ mci.com
Attention: Peter H. Revnolds, Dir..Nat'l Carrier Contracts
With copy to:Qwest MCIc/o 1801 California Street, Suite 4900 Chief Network CounselDenver, Colorado 80202 Bldg. E1-3-501Facsimile #: 1-303-295-6973 22001 Loudoun County ParkwayAttention: Corporate Counsel, Wholesale Ashburn, Virginia, 20147 (Facsimile [phone])Reference: MSA for Owest Platform Plus Service
, -------
APPLICABLE SERVICES:APPLICABLE STATES:
Owest agrees to offer and MCt intends to purchase the Services indicated
below by MCi's signatory initialing on the applicable blanks:Owest agrees to offer and MCI Intends to purchase Owest Platform PlusOPP") service in the states Indicated below by MCt's signatory initialingon the applicable blanks:
Exhibit 1 - Owest Platform Plus Service Arizona
Colorado
Idaho
Iowa
Minnesota
Montana
Nebraska
New Mexico
--
North Dakota
Oregon
South Dakota
--
X Utah
, '--
Washington
--..:..X Wyoming
The Parties may amend the Owest Master Services ' Agreement in writing from time to time to include additional products andservices.
'0.
. "'. '-... .,----....-- .... ,, .. .., ,"" --~~
. age
~~.:--:- .." ,
Owest MSA
.._, , '. '.. ~; .... .::':.. ,-. '.... .,~' ~.
~&i'
. ~~:;.~. ..
:?~J
. .. ..". ,
ii.
QWEST MASTER SERVICES AGREEMENT
~ ~
This Master Services Agreement, which Includes this signature page, the subsequent general terms and conditions, the Rate Sheetfor each applicable state, Exhibit 1 (Qwest Platform Plus Service), Cind Attachment A to Exhibit 1 (Performance Metrics) attachedhereto or incorporated herein by reference (collectively the "Agreement") is entered into between Qwest Corporation ("Qwest") andMClmetro Access Transmission Services LLC ("MCI") (each identified for purposes of this Agreement in the signature blocksbelow, and referred to separately as a "Party" or collectively as the "Parties ), on behalf of itself and its Affiliates. This Agreementmay be executed in counterparts. This Agreement shall become effective on the Effective Date. The undersigned Parties have readand agree to the terms and conditions set forth In the Agreement.
. ., ., ,
QWEST CORPORATION:CLEC:
Julv 16. 2004
MClmetro Access Transmission Services LLC
A D
z~;;;::;rpany
~~:
m. J: W-Y;;. E, Huvard
"" l,J,.tL-'6
Trtle
):
President. U.S. Sales and Service
Date: Julv 16. 2004
. ,
By:
(Name):
(Title):
Date:
Roland Thornton
Vice President
. ,, ,
NOTiCE INFORMATION: All written notices required under the Agreement shall be sent to the following:
, .
To Qwest Corp.
1801 California Street. Suite 2420
Denver. CO 80202
Phone #: [phone]
Facsimile #: 303-965-7077
E-mail: Intaoree~Qwest.com
Attention: Manaoer-Interconnection
To MCI:
22001 Loudon County Parkway. Ste. G2-614Ashburn VA 20147
Phone #: [phone]
Facsimile #: 703-886-0118
E-mail: Deter.revnolds~mci.com
Attention: Peter H. Revnolds. Dir..Nat'1 Carrier Contracts, .. -h, '.. ,
----.,--. --------" .,,--.,.. ."-"-'-"'-"-.
.h_'_,.
.._---, ---,- -.---"-"--"'"
With copy to:Qwest MCI
clo 1801 California Street. Suite 4900 Chief Network CounselDenver, Colorado 80202 Bldg. E1-501Facsimile #: 1-303-295-6973 22001 Loudoun County ParkwayAttention: Corporate Counsel, Wholesale Ashburn, VIrginia, 20147 (Facsimile [phone])Reference: MSA for Qwest Platform Plus Service
. ,. .
APPLICABLE SERVICES:APPLICABLE STATES:
Qwest agrees to offer and MCI intends to purchase the Services indicated
below by MCl's signatory initialing on the applicable blanks:Qwest agrees to offer and MCI intends to purchase Owest Platform Plus
rQPP") service in the states indicated below by MCl's signatory Initialing
on the applicable blanks:
Exhibit 1 - Qwest Platform Plus Service Arizona
Colorado
~ ~
Idaho
~-
Iowa
Minnesota
Montana
~- Nebraska
~-
New Mexico
~-
North Dakota
Oregon
South Dakota
Utah
--.!
- Washington
--.!-
Wyoming
The Parties may amend the Owest Master Services Agreement in writing from time to time to indude additional products' andservices.
. .. '-. -.-., -, ---,-.. ,,. ,.;. '
.~:i
. . .. , ,-. -.. ,. .' ..,...
Qwest MSA
. . :,;:
J;'
----,-,------,..---
Page 1
~~.-.--- .". - '- !, ., ~::~?;.
;;?ril
~ ,,~:~
~c;
;~~. :'
:~0~~
, ,--, ... " '. . ., ' .. , ' .. . '-- ,..:'., ---. \-..., ",' -
.. .
QWEST MASTER SERVICES AGREEMENT
GENERAL TERMS AND CONDITIONS
WHEREAS, MCI previously purchased on an unbundled basis from Qwest certain combinations of network elements, ancillary functions, andadditional features, including without limitation the local loop, port, switching, and shared transport combination commonly known asunbundled network element platform ("UNE-
WHEREAS such UNE-arrangements were previously obtained by MCI under the terms and conditions of certain interconnectionagreements ("ICA"), including without limitation in certain states Qwest's statement of generally available terms ("SGA T");
WHEREAS both MCI and Qwest acknowledge certain regulatory uncertainty in light of the DC Circuit Court's decision in United StatesTelecom Association v. FCC, 359 F.3d 554 (March 2, 2004) ("DC Circuit Mandate ), with respect to the future existence, scope, and nature ofQwest's obligation to provide such UNE-P arrangements under the Communications Act (the "Act"); and
WHEREAS to address such uncertainty and to create a stable arrangement for the continued availability to MCI from Qwest of servicestechnically and functionally equivalent to the June 14, 2004 UNE-P arrangements the parties have contemporaneously entered into ICAamendments;
Now, therefore, in consideration of the terms and conditions contained herein, MCI and Qwest hereby mutually agree as follows:
1. Definitions. Capitalized terms used herein are defined
Addendum 1.2. Effective Date. This Agreement shall become effective
on July 16, 2004 ("Effective Date3. Term. The term of this Agreement shall begin on the
Effective Date and shall continue through July 31 , 2008. At any time
within 6 months prior to expiration of the Agreement, either Party mayprovide notice of renegotiation. The Parties shall meet and negotiatein good faith a transition of existing customers. Upon mutual
agreement, the term of the Agreement may be extended upon the
same terms and conditions for no more than one (1) extension period
and such extension period shall not exceed six (6) months to allow
MCI to transition its customers to other services. In the event that at
the expiration of the Agreement or of the extension period, as the casemay be, MCI has any remaining customers served under this
Agreement, Qwest may immediately convert MCI to an equivalentalternative service at market-based wholesale rates.
4. Scope of AQreement; Service ProvisioninQ; ControllinQ
Llments; Chanqe of Law; EliQibilitv for Services under this
t..qreement; Non-Applicabllitv of ChanQe ManaQement Process.
The services described in this Agreement will only' beprovided in Qwest's incumbent LEC service territory in the states of
Arizona, Colorado, Idaho, Iowa, Minnesota, Montana, Nebraska, NewMexico, North Dakota, Oregon, South Dakota, Utah, Washington and
Wyoming.
Each of the Services shall be provided pursuant to the terms
and conditions of this Agreement. In the event of a conflict between
the terms of any Service Exhibit attached hereto and these General
Terms and Conditions, the Service Exhibit shall control. The terms
this Agreement, including any Annex or Service Exhibit, shallsupersede any inconsistent terms and conditions contained in an
Order Form. MCI acknowledges and agrees that the Services shall be
offered by Qwest pursuant to this Agreement and are subject to (i)
compliance with all applicable laws and regulations; and (ii) obtaining
any domestic or foreign approvals and authorizations required or
advisable.
The provisions in this Agreement are intended to be in'compliance with and based on the existing state of the law, rules
regulations and interpretations thereof, including but not limited to
Federal rules, regulations, and laws, as of the Effective Date regarding
Qwest's obligation under Section 271 of the Act to continue to provide
certain Network Elements rExisting Rules
).
Nothing in this
Agreement shall be deemed an admission . by Qwest or MCI
Qwest MSA
concerning the interpretation or effect of the Existing Rules or an
admission by Qwest or MCI that the Existing Rules should not be
changed, vacated, dismissed, stayed or modified. Nothing in thisAgreement shall preclude or estop Qwest or MCI from taking any
position in any forum concerning the proper interpretation or effect ofthe Existing Rules or concerning whether the Existing Rules should be
changed, vacated, dismissed, stayed or modified.4.4 If a change in law, rule, or regulation materially impairs a
Party s ability to perform or obtain a benefit under this Agreement, bothParties agree to negotiate in good faith such changes as may be
necessary to address such material impairment.
To receive services under this Agreement, MCI must be a
certified CLEC under applicable state rules. MCI may not purchase or
utilize services or Network Elements covered under this Agreement for
its own administrative use or for the use by an Affiliate.
Except as otherwise provided in this Agreement, the Parties
agree that Network Elements and services .rovided under
this Agreement are not subject to the Qwest WholesaleChange Management Process rCMP") requirements
Qwest's Performance . Indicators (PID), Performance
Assurance Plan (PAP), or any other wholesale service
quality standards liquidated damages, and remedies.
Except as otherwise provided, MCI hereby waives any rightsit may have under the PID, PAP and all other wholesale
service quality standards, liquidated damages, and remedies
with respect to Network Elements and services provided
pursuant to this Agreement. Notwithstanding the foregoing,MCI proposed changes to QPP attributes and process
enhancements will be communicated through the standard
account interfaces. Change requests common to shared
systems arid processes subject to CMP will continue to be
addressed via the CMP procedures.
5. MCI Information.MCI agrees to work with Qwest in goodfaith to promptly complete or update, as applicable, Qwest's "NewCustomer Questionnaire" to the extent that MCI has not already done
, and MCI shall hold Qwest harmless for any damages to or claimsfrom MCI caused by MCl'failure to complete or ,update the
questionnaire.
Financial Terms.
Rates and Terms
Each attached Service Exhibit specifies the descrip,tion
terms, and conditions specific to that Network Element or service. The
Page 2 of 15
" ,
QWEST MASTER SERVICES AGREEMENT
applicable rates for each Network Element or service contained in a
Service Exhibit shall be contained in the applicable Rate Sheets. the
contents of which are incorporated into this Agreement by reference.
The Parties agree that the rates set forth in the Rate Sheet are just and
reasonable. The Parties agree that no rates, charges , costs, or fees
shall apply to the Network Elements or services provided under this
Agreement other than as is set forth in the Rate Sheets. The rates will
not necessarily include Taxes , fees, or surcharges. No Taxes, fees, orsurcharges shall apply to the OPP service except such Taxes, fees
and surcharges as apply to the UNE-P service as of June 14, 2004,
unless a subsequent change in applicable law requires the applicability
of new or additional Taxes, fees , or surcharges to the OPP service.
Taxes, Fees. and other Governmental Impositions
All charges for Services provided herein are exclusive of any
federal, state, or local sales, use, excise, gross receipts, transaction orsimilar taxes, fees or surcharges ("Tax" or "Taxes ). Taxes resultingfrom the performance of this Agreement shall be borne by the Party
upon which the obligation for payment is imposed under Applicablelaw. even if the obligation to collect and remit such Taxes is placed
upon the other Party. However, where the selling Party is specifically
permitted by an Applicable law to collect such Taxes from the
purchasing Party, such Taxes shall be borne by the Party purchasing
the services. Each Party is responsible for any tax on its corporateexistence, status or income. Taxes shall be billed as a separate item
on the invoice in accordance with Applicable law. The Party billing
such Taxes shall, at the written request of the Party billed, provide thebilled Party with detailed information regarding billed Taxes, includingthe applicable Tax jurisdiction, rate. and base upon which the Tax is
applied. If either Party (the Contesting Party) contests the application
of any Tax collected by the other Party (the Collecting Party), the
Collecting Party shall reasonably cooperate in good faith with the
Contesting Party s challenge, provided that the Contesting Party pays
any reasonable costs incurred by the Collecting Party. The Contesting
Party is entitled to the benefit of any refund or recovery resulting from
the contest, provided that the Contesting Party has paid the Taxcontested. If the purchasing Party provides the selling Party with a
resale or other exemption certificate, the selling Party shall exempt the
purchasing Party if the purchasing Party accepts the certificate in good
faith. If a Party becomes aware that any Tax is incorrectly or
erroneously collected by that Party from the other Party or paid by the
other Party to that Party, that Party shall refund the incorrectly orerroneously collected Tax or paid Tax to the other Party.
Each Party shall be solely responsible for all taxes on itsown business , the measure of which is its own net income or net worth
and shall be responsible for any related tax filings, payment, protest
audit and litigation. Each Party shall be solely responsible for the
billing, collection and proper remittance of all applicable Taxes relating
to its own services provided to its own customers.
Intellectual Property
Except for a license to use any facilities or equipment
(including software) solely for the purposes of this Agreement or to
receive any service solely (a) as provided in this Agreement or (b) as
specifically required by the then-applicable federal rules andregulations relating to the Network Elements or service provided under
this Agreement, nothing contained within this Agreement shall be
construed as the grant of a license, either express or implied. with
respect to any patent. copyright. trade name, trade mark, service mark
trade secret, or other proprietary interest or intellectual property, now
or hereafter owned, controlled or licensable by either Party. Nothing In
this Agreement shall be construed as the grant to the other Party of
any rights or licenses to trade or service marks.
Qwest MSA
Subject to the general Indemnity provisions of this
Agreement, each Party (an Indemnifying Party) shall indemnify and
hold the other Party (an Indemnified Party) harmless from and against
any loss. cost, expense or liability arising out of a claim that the
services provided by the Indemnifying Party provided or used pursuant
to the terms of this Agreement misappropriate or otherwise violate the
intellectual property rights of any third party. The obligation for
indemnification recited in this paragraph shall not extend
infringement which results from (a) any combination of the facilities or
services of the Indemnifying Party with facilities or services of any
other Person (including the Indemnified Party but excluding the
Indemnifying Party and any of its Affiliates), which combination is notmade by or at the direction of the Indemnifying Party or is not
reasonably necessary to MCl's use of the Network Elements andservices offered by Owest under this Agreement or (b) any
modification made to the facilities or services of the Indemnifying Party
by. on behalf of, or at the request of the Indemnified Party and not
required by the Indemnifying Party. In the event of any claim, the
Indemnifying Party may, at its sole option (a) obtain the right for the
Indemnified Party to continue to use the facility or service; or (b)replace or modify the facility or service to make such facility or service
non-infringing. If the Indemnifying Party is not reasonably able to
obtain the right for continued use or to replace or modify the facility or
service as provided in the preceding sentence and either (a) the facility
or service is held to be infringing by a court of competent jurisdiction or
(b) the Indemnifying Party reasonably believes that the facility or
service will be held to infringe, the Indemnifying Party shall notify the
Indemnified Party and the Parties shall negotiate in good ,faith
regarding reasonable modifications to this Agreement necessary to (1)
mitigate damage or comply with an injunction which may result from
such infringement or (2) allow cessation of further infringement. The
Indemnifying Party may request that the Indemnified Party take steps
to mitigate damages resulting from the infringement or alleged
infringement including, but not limited to, accepting modifications to thefacilities or services. and such request shall not be unreasonablydenied.
To the extent required under applicable federal and state
law, Owest shall use commercially reasonable efforts to obtain , from itsvendors who have licensed intellectual property rights to Owest in
connection with facilities and services provided hereunder, licenses
under such intellectual property rights as necessary for MCI to use
such facilities and services as contemplated hereunder and at least inthe same manner used by Owest for the facilities and services
provided hereunder. Owest shall notify MCI immediately in the event
that Owest believes it has used its commercially reasonable efforts to
obtain such rights, but has been unsuccessful in obtaining such rights.
Nothing in this subsection shall be construed in any way to condition
limit. or alter a Party s indemnification obligations under Section 7.
preceding.
7.4 Except as expressly provided in this Intellectual Property
Section, nothing in this Agreement shall be construed as the grant of a
license. either express or implied, with respect to any patent, copyright.
logo. trademark, trade name, trade secret or any other intellectualproperty right now or hereafter owned. controlled or licensable byeither Party. Neither Party may use any patent. copyright, logotrademark. trade name. trade secret or other intellectual property rightsof the other Party or its Affiliates without execution of a separate
agreement between the Parties.
Neither Party shall without the express written permission of
the other Party, state or imply that: 1) it is connected, or in any way
affiliated with the other or its Affiliates; 2) it is part of a joint business
association or any similar arrangement with the other or its Affiliates;3) the other Party and its Affiliates are in any way sponsoring.
endorsing or certifying it and its goods and services; or 4) with respect
to its marketing, advertising or promotional activities or materials. theservices are in any way associated with or originated from the other
Page 3 of 15
, . ,. :',.. .. -~.' ,. ..'.',;
~~t
.- "~~,."~.. ".
'" ,
QWEST MASTER SERVICES AGREEMENT
Party or any of its Affiliates. Nothing in this paragraph shall prevent
either Party from truthfully describing the Network Elements and
services it uses to provide service to its End User Customers, provided
it does not represent the Network Elements and services as originating
from the other Party or its Affiliates or otherwise attempt to sell its End
User Customers using the name of the other Party or its Affiliates.
Qwest and MCI each recognize that nothing contained in this
Agreement is intended as an assignment or grant to the other of any
right, title or interest in or to the trademarks or service marks .of theother (the Marks) and that this Agreement does not confer any right or
license to grant sublicenses or permission to third parties to use the
Marks of the other and is not assignable. Neither Party will do
anything inconsistent with the other s ownership of their respectiveMarks, and all rights, if any, that may be acquired by use of the Marks
shall inure to the benefit of their respective owners. The Parties shall
comply with all Applicable Law governing Marks worldwide and neither
Party will infringe the Marks of the other.
Since a breach of the material provisions of this Section 7may cause irreparable harm for which monetary damages may be
inadequate , in addition to other available remedies, the non-breaching
Party may seek injunctive relief.
Financial Responsibilitv, Payment and Security
Payment ObliQation Amounts payable under this
Agreement are due and payable within thirty (30) calendar Days after
the date of invoice (payment due date). If the payment due date is aSaturday, the payment shall be due on the previous Friday; if the
payment due date is otherwise not a business day, the payment shall
be due the next business day. Invoices shall be sent electronically,
and shaH bear the date on which they are sent, except that invoices
sent on a day other than a business day shall be dated on the nextbusiness day.
Cessation of Order ProcessinQ.Owest may discontinueprocessing orders for Network Elements and services provided
pursuant to this Agreement for the failure of MCI to make full payment
for the relevant services, less any good faith disputed amount asprovided for in this Agreement, for the relevant services provided under
this Agreement within thirty (30) calendar Days following the payment
due date provided that Owest has first notified MCI in writing at least
ten (10) business days prior to discontinuing the processing of ordersfor the relevant services. If Owest does not refuse to accept additional
orders for the relevant services on the date specified in the ten (10)business days notice, and MCl's non-compliance continues, nothing
contained herein shall preclude Owest'right to refuse to accept
additional orders for the relevant services from MCI without furthernotice, For order processing to resume, MCI will be required to make
full payment of all past-due charges for the relevant services not
disputE:d in good faith under this Agreement, and Owest may require a
deposit (or recalculate the deposit) pursuant to Section 8.5. In additionto other remedies that may be available at law or equity, MCI reserves
the right to seek equitable relief including injunctive relief and specific
performance.
Disconnection. Qwest may disconnect any and all relevant
Network Elements and services provided under this Agreement for
failure by MCI to make full payment for such Network Elements or
services, less any disputed amount as provided for in this Agreement
for the relevant services provided under this Agreement within sixty
(60) calendar Days following the payment due date provided thatOwest has first notified MCI in writing at least thirty (30) days prior to
disconnecting the relevant services. MCI will pay the applicable
reconnect charge set forth in the Rate Sheet required to reconnect
Network Elements and services for each End User Customer
disconnected pursuant to this paragraph. ,In case of such
Qwest MSA
disconnection all applicable undisputed charges, including termination
charges, shail become due. If Qwest does not dis~onnect MCI:s
service(s) on the date specified in the thirty (30) day notice, and MC! s
noncompliance continues, nothing contained herei~ shall preclude
Owest's right to disconnect any or all relevant services of the non-complying Party without further notice. Owest shall provide a
subsequent written notice at least two (2) business days prior to
disconnecting service. Disconnect of certain Network Elements
. services under this Agreement with respect to which MCI has failed to
pay undisputed charges shall not trigger the disconnection of NetworkElements or services for which MCI has paid all undisputed chargesand Owest shall be permitted to disconnect under this section onlythose Network Elements or services for which MCI fails to pay all
undisputed charges prior to thE! expiration of the applicable thirty-d~y
or two business day notice period. For reconnectlon of the non-paidservice to occur, MCI will be required to make full payment of all pastand current undisputed charges under this Agreement for the releva
services and Owest may require a deposit (or recalculate the deposit)
pursuant to Section 8.5. Both Parties agree, how~v , that the
application of this Section 8.3 will be suspended for the initial three (3)
Billing cycles of this Agreement and will not apply to a~ounts billedduring those three (3) cycles. In addition to other remedies that maybe available at law or equity, each Party reserves the' right to seekequitable relief, including injunctive relief and specific performance.
Notwithstanding the foregoing, Owest shall not effect a disconnection
pursuant to this section in such manner that MCI may not reasonablycomply with Applicable Law concerning End User Customerdisconnection and notification, provided that, the foregoing is subject to
MCl's reasonable diligence in effecting such compliance.
8.4 BillinQ Disputes.Should either Party dispute, in good faith
and withhold payment on any portion of the nonrecurring charges or
monthly Billing under this Agreement, the Parties will notify each otherin writing within fifteen (15) calendar days following the payment due
date identifying the amount, reason and rationale of such dispute. At a
minimum, each Party shall pay all undisputed amounts due to the other
Party. Both MCI andOwest agree to expedite the investigation of anydisputed amounts, promptly provide all documentation regarding ~eamount disputed that is reasonably requested, and work in good faith
in an effort to resolve and settle the dispute through informal means
prior to initiating any other rights or remedies.
8.4.If a Party disputes charges and does not pay such
charges by the payment due date, such charges may be
subject to late payment charges. If the disputed charges
have been withheld and the dispute is resolved in favor
Qwest, the withholding Party shall pay the disputed amount
and applicable late payment charges no later than the next
Bill Date following the resolution. The withholding Party may
not continue to withhold the disputed amount following the
initial resolution while pursuing further dispute resolution.
the disputed charges have been withheld and the dispute is
resolved in favor of the disputing Party, Ow~st shall credit
the bill of the disputing Party for the amount of the disputedcharges and any late payment charges that have beenassessed no later than the second Bill Date after the
resolution of the dispute. If a Party pays the disputed
charges and the dispute is resolved in favor of Owest, no -further action is required.
8.4.2 If a Party pays the charges disputed at the time
payment or at any time thereafter pursuant to Section 8.4.
and the dispute is resolved in favor of the disputing Party
Owest shall, no later than the next Bill Date after the
resolution of the dispute: (1) credit the disputing Party s bill
for the disputed amount and any associated interest or (2)
pay the remaining amount to MCI, if the disputed amount is
greater than the bill to be credited. The interest calculatedon the disputed amounts will be the same rate as late
Page 4 of
': .
- "
OWEST MASTER SERVICES AGREEMENT
payment charges. In no event, however, shall any late
payment charges be assessed on any previously assessed
late payment charges.
8.4.If a Party fails to bill a charge or
discovers an error on a bill it has already provided to the
other Party, or if a Party fails to dispute a charge and
discovers an error on a bill it has paid after the period set
forth in Section 8.4, the Party may dispute the bill at a later
time through an informal process notwithstanding the
requirements of Section 8.4, but subject to the Dispute
Resolution provision of this Agreement, and Applicable Law.
Security Deposits.In the event of a material
adverse change in MCt's financial condition subsequent to the
Effective Date, Owest may request a security deposit. A "material
adverse change in financial condition" shall mean a Party is a new
CLEC with no established credit history, or is a CLEC that has not
established satisfactory credit with Owest, or the Party is repeatedly
delinquent in making its payments, or the Party is being reconnected
after a disconnection of service or discontinuance of the processing of
orders by the Billing Party due to a previous undisputed nonpayment
situation. The Billing Party may require a deposit to be held as security
for the payment of charges before the orders from the billed Party willbe provisioned and completed or before reconnection of service.
Repeatedly delinquent" means any payment of a material amount of
total monthly billing under the Agreement received thirty (30) calendar
Days or more after the payment due date, three (3) or more times
during a twelve (12) month period. The INITIAL deposit may not
exceed the estimated total monthly charges for an average two (2)
month period within the 1 st three (3) months for all services. The
deposit may be a surety bond if allowed by the applicable Commission
regulations, a letter of credit with terms and conditions acceptable to
the Billing Party, or some other form of mutually acceptable security
such as a cash deposit. The deposit may be adjusted by the billing
party s actual monthly average charges, payment history under this
agreement, or other relevant factors, but in no event shall the security
deposit exceed five million dollars ($5 000 000.00). Required deposits
are due and payable within thirty (30) calendar Days after demand and
non-payment shall be subject to 8.2 and 8.3 of this Section. The
Parties agree that MCI currently has at least a one-year prompt
payment history with Owest, therefore, no initial deposit shall be
required.
Interest on Deposits. Any interest earned on cash deposits
shall be credited to MCI in the amount actually earned or at the rate set
forth in Section 8.7 below, whichever is lower, except as othelWise
required by law, provided that, for elimination of doubt, the Parties
agree that such deposits shall not be deemed subject to state laws
regulations relating to consumer or End User Customer cash deposits.
Cash deposits and accrued interest, if applicable, will be credited to
MCl's account or refunded, as appropriate, upon the earlier of the
expiration of the term of the Agreement or the establishment of
satisfactory credit with Owest, which will generally be one full year
timely payments of undisputed amounts in full by MC!. Upon a
material change in financial standing, MCI may request and Owest will
consider a recalculation of the deposit. The fact that a deposit has
been made does not relieve MCI from any requirements of this
Agreement.
Late Payment Penalty.If any portion of the payment is
received by Qwest after the payment due date as set forth above, or if
any portion of the payment is received by Qwest in funds that are not
immediately available, then a late payment penalty shall be due to
Qwest. The late payment penalty shall be the portion of the payment
not received by the payment due date multiplied by a late factor. The
late factor shall be the lesser of: (1) The highest interest rate (in
Qwest MSA
decimal value) which may be levied by law for commercial
transactions compounded daily for the number of days from the
payment due date to and including the date that the MCI actually
makes the payment to the Company, or (2) 0.000407 per day,
compounded daily for the number of days from the payment due date
to and including the date that the MCI actually makes the payment to
Owest.
Notice to End User Customers. MCI shall be responsible
for notifying its End User Customers of any pending disconnection of
non-paid service by MCI, if necessary, to allow those End User
Customers to make other arrangements for such non-paid services,
ConversionslTerminations. If MCI is obtaining services
from Owest under an arrangement or agreement that includes the
application of termination liability assessment (TLA) or minimum period
charges, and if MCI wishes to convert such services to a service under
this Agreement, the conversion of such services will not be delayed
due to the applicability of TLA or minimum period charges, The
applicability of such charges is governed by the terms of the original
agreement, Tariff or arrangement. Nothing herein shall be construed
as expanding the rights otherwise granted by this Agreement or by law
to elect to make such conversions.
In the event Owest terminates the Provisioning of
any service to CLEC for any reason , CLEC shall be
responsible for providing any and all necessary notice to its
End User Customers of the termination. In no case shall
Owest be responsible for providing such notice to CLEC'
End User Customers. Owest shall only be required to notify
CLEC of Owest's termination of the service on a timely basis
consistent with FCC rules and notice requirements.
10 Customer Contacts. MCI or MCl'
authorized agent, shall act as the single point of contact for its End
User Customers' 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. MCI shall inform its End User Customers that
they are End User Customers of MC!. MCl's End User Customers
contacting Owest will be instructed to contact MCI ' and Owest's End
User Customers contacting MCI will be instructed to contact Qwesl 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 Owest or MCt from
discussing its products and services with MCt's or Qwest's End User
Customers who call the other Party seeking such information.
11.Default and Breach
If either Party defaults in the payment of any amount due hereunder
if either Party violates any other material provision of this Agreement,
including, but not limited to, Sections 6 , 13 16,
and 35, and such default or violation continues for thirty (30) calendar
Days after written notice thereof, the other Party may terminate this
Agreement and seek relief in accordance with the Dispute Resolution
provision, or any remedy under this Agreement.
. '
12.limitation of liabIlity
, 12.To the extent the Agreement or an Exhibit contains an.
express remedy in the form of a quality of service credit or other
liquidated damages in connection with services provided by Owest
under this Agreement or for a failure to provide such services. such
credit shall be deemed to be MCI's sole remedy under this Agreement
-~,. ", : '"
Page 5 of 15
. ,,,~.. .
~~~2.
- ":"'~.,',:,
'" "
aWEST MASTER SERVICES AGREEMENT
for losses, damages , or other claims related to or connected with the
events giving rise to the claim for quality of service credit.
12.Neither Party shall be liable to the other for indirect
incidental, consequential, exemplary, punitive, 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.
12.Nothing contained in this Section 12 shall limit either Party
obligations of indemnification specified in this Agreement, nor shall this
Section 12 limit a Party s liability for failing to make any payment due
under this Agreement.
12.4 The foregoing limitations apply to all causes of actions and
claims, including without limitation , breach of contract, breach of
warranty, negligence, strict liability, misrepresentation and other torts.
In any arbitration under this Agreement, the Arbitrator shall not be able
to award, nor shall any party be entitled to receive damages not
otherwise recoverable under this agreement.
12.Nothing contained in this Section shall limit either Party
liability to the other for willful misconduct, provided that, a Party
liability to the other Party pursuant to the foregoing exclusion, other
than direct damages, shall be limited to a total cap equal to one
hundred per cent (100%) of the annualized run rate of total amounts
charged by Qwest to MCI under the Agreement.
13.Indemnity.13. 1 The Parties agree that unless otherwise
specifically set forth in this Agreement the following constitute the sole
indemnification obligations between and among the Parties:
13.Each Party (the Indemnifying Party) agrees to
release, indemnify, defend and hold harmless the other
Party and each of its officers, directors, employees and
agents (each an Indemnitee) from and against and in
respect of any loss, debt, liability, damage, obligation, claim
demand, judgment or settlement of any nature or kind,
known or unknown, liquidated or unliquidated including, but
not limited to, reasonable costs and expenses (including
attorneys' fees), whether suffered, made, instituted, or
asserted by any Person or entity, for invasion of privacy,
bodily injury or death of any Person or Persons, or for loss
damage to, or destruction of tangible property, whether or
not owned by others, resulting from the Indemnifying Party
breach of or failure to perform under this Agreement
regardless of the form of action , whether in contract
warranty, strict liability, or tort including (without limitation) .
negligence of any kind.
13.In the case of claims or loss alleged or incurred by
an End User Customer of either Party arising out of or in
connection with services provided to the End User Customer
by the Party, the Party whose End User Customer alleged or
incurred such claims or loss (the Indemnifying Party) shall
defend and indemnify the other Party and each of its officers
directors employees and agents (collectively the
Indemnified Party) against any and all such claims or loss by
the Indemnifying Party's End User Customers regardless of '
whether the underlying service was provided or Network
Element was provisioned by the Indemnified Party, unless
the loss was caused by the gross negligence or willful
misconduct of the Indemnified . Party. The obligation to
indemnify with respect to claims of the Indemnifying Party
Qwest MSA
End User Customers shall not extend to any claims for
physical bodily injury or death of any Person or persons, or
for loss, damage to, or destruction of tangible property,
whether or not owned by others, alleged to have resulted
directly from the negligence or intentional conduct of the
employees, contractors, agents, or other representatives of
the Indemnified Party.
13.
upon:
The indemnification provided herein shall be conditioned
13.The Indemnified Party shall promptly notify the
Indemnifying Party of any action taken against the
Indemnified Party relating to the indemnification. Failure toso 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.
13.If the Indemnifying Party wishes to defend against
such action , it shall give written notice to the Indemnified
Party of acceptance of the defense of such action. In such
event, the Indemnifying Party shall have sole authority to
defend any such action, including the selection of legal
counsel, and the Indemnified Party may engage separate
legal counsel only at its sole cost and expense. In the event
that the Indemnifying Party does not accept the defense of
the action, the Indemnified Party shall have the right to
employ counsel for such defense at the expense of the
Indemnifying Party. Each Party agrees to cooperate with the
other Party in the defense of any such action and the
relevant records of each Party shall be available to the other
Party with respect to any such defense.
13.In no event shall the Indemnifying Party settle or
consent to any judgment for relief other than monetary
' .
damages pertaining to any such action without the prior
written consent of the Indemnified Party. In the event the
Indemnified Party withholds consent the Indemnified Party
may. at its cost, take over such defense,. provided that, in
such event, the Indemnifying Party shall not be responsible
for, nor shall it be obligated to indemnify the relevant
Indemnified Party against, any cost or liability in excess of
such refused compromise or settlement.
14.Limited Warranties.
14.1 Each party shall provide suitably qualified personnel to
perform this Agreement and all services hereunder in a good
and workmanlike manner and in material conformance with
all applicable laws and regulations.
14.EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT QWEST SPECIFICALLY DISCLAIMS ANY
AND ALL WARRANTIES, EXPRESS OR IMPLIED, AS TO
ANY SERVICE OR NElWORK ELEMENT PROVIDED
HEREUNDER. QWEST SPECIFICALLY DISCLAIMS ANY
AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUTLIMITATION ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR PARTICULAR..
PURPOSE, OR TITLE OR NON-INFRINGEMENT OF
THIRD PARTY RIGHTS.
, 15. Relationship Except to the limited extent expressly
provided in this Agreement: (i) neither Party shall have the authority to
bind the other by contract or otherwise or make any representations or
guarantees on behalf of the other or otherwise act on the other's
Page 6 of 15
..
QWEST MASTER SERVICES AGREEMENT
behalf; and (ii) the relationship arising from this Agreement does not
constitute an agency, joint venture, partnership, employee relationship,or franchise.
16.Assi!:tnment or Sale
16.MCI may not assign or transfer (whether by operation of law
or otherwise) this Agreement (or any rights or obligations hereunder) to
third party without the prior written consent of the other Party.
Notwithstanding the foregoing, MCI may assign or transfer this
Agreement to a corporate Affiliate or an entity under its control or to a
purchaser of substantially all or substantially all of MCl's assets related
to the provisioning of local services in the Owest region without the
consent of Owest, provided that the performance of this Agreement by
any such assignee is guaranteed by the assignor. A Party making an
assignment or transfer permitted by this Section shall provide prior
written notice to the other Party. 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.
16.In the event that Owest transfers to any unaffiliated party
exchanges including End User Customers that MCI seNes in whole
in part through facilities or services provided by Owest under this
Agreement, Owest shall ensure that the transferee shall serve as a
successor to and fully perform all of Owest'responsibilities and
obligations under this Agreement for a period of one-hundred-and-
eighty (180) days from the effective date of such transfer or until such
later time as the FCC may direct pursuant to the FCC's then applicable
statutory authority to impose such responsibilities either as a condition
of the transfer or under such other state statutory authority as may give
it such power. In the event of such a proposed transfer, Owest shalluse best efforts to facilitate discussions between MCI and the
transferee with respect to transferee assumption of Owest's
obligations after the above-staled transition period pursuant to the
terms of this Agreement.
17. Reportin!:t ReQuirements If reporting obligations or
requirements are imposed upon either Party by any third party or
regulatory agency in connection with either this Agreement or the
services, including use of the services by MCI or its End Users, the
other Party agrees to assist that Party in complying with such
obligations and requirements, as reasonably required by that Party.
19. Survival.The expiration or termination of this Agreement
shall not relieve either Party of those obligations that by their nature
are intended to survive.
20. Publicity.Following the execution of this Agreement, the
Parties may publish or use any publicity materials with respect to the
execution. delivery, existence, or substance of thisAgreement without
the prior written approval of the other Party. Nothing in this section
shall !irnit a Party s ability to issue public statements with respect to
regulatory or judicial proceedings.
21.Confidentiality .
21.All 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 materialis Proprietary Information. A Party who delivers Proprietary
Information via an oral communication may request written
confirmation that the Party receiving the information understands that
the material is Proprietary Information. Each Party shall have the right
to correct an inadvertent failure to identify information as Proprietary
Information by giving written notification within thirty (30) Days after the
Qwest MSA
information is disclosed. The receiving Party shall from that time
forward, treat such information as Proprietary Information.
21.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.
21.Each Party shall keep all of the other Party s Proprietary
Information confidential and will disclose it on a need to know basis
only. Each Party shall use the other Party s Proprietary Information
only in connection with this Agreement and in accordance with
Applicable Law. In accordance with Section 222 of the Act, when
either Party receives or obtains Proprietary Information from the other
Party for purposes of providing any Telecommunications Services or
information services or both, that Party shall use such information only
for such purpose, and shall not use such information for its own
marketing efforts. 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.
Violations of these obligations shall subject a Party s employees to
disciplinary action up to and including termination of employment. If
either Party loses , or makes an unauthorized disclosure of, the other
Party Proprietary Information it will notify such other Party
immediately and use reasonable efforts to retrieve the information.
21.4 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 FCC and the appropriate state regulatory commission so
long as any confidential obligation is protected. In addition either Party
shaH have the right to disclose Proprietary Information to any mediator
arbitrator, state or federal regulatory body, the Department of Justice
or any court in the conduct of any proceeding arising under or relatingin any way to this Agreement or the conduct of either Party in
connection with this Agreement or in any proceedings concerning the
provision of InterLATA services by Owest that are or may be required
by the Act. The Parties agree to cooperate with each other in order toseek appropriate protection or treatment of such Proprietary
Information pursuant to an appropriate protective order in any suchproceeding.
21.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.
21.Each Party agrees that the disclosing Party could be
irreparably injured by a breach of the confidentiality obligations of this
Agreement by the receiving Party or its representatives and that the
disclosing Party shall be entitled to seek equitable relief, including
injunctive relief and specific performance in the event of any breach of
the confidentiality provisions of this Agreement. Such remedies shall
not be deemed to be the exclusive remedies for a breach of the
confidentiality provisions of this Agreement, but shall be in addition to
all other remedies available at law or in equity.
21.Nothing herein should be construed as limiting either Party'
rights with respect to its own Proprietary Information or its obligations
with respect to the other Party's Proprietary Information under Section222 of the Act.
21.Nothing in this Agreement shall prevent either Party from
disclosing this Agreement or the substance thereof to any third partyafter its execution.
..'~_.,
Page 7 of 15
QWEST MASTER SERVICES AGREEMENT
22. Waiver.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.
23. Re~ulatorv Approval.Each party reserves its rights with
respect to whether this Agreement is subject to Sections 251 and 252
of the Act. In the event the FCC, a state commission or any other
governmental authority or agency rejects or modifies any material
provision in this Agreement, either Party may immediately upon written
notice to the other Party terminate this Agreement and any
interconnection agreement amendment executed concurrently with this
Agreement. If a Party is required by a lawful, binding order to file this
Agreement or a provision thereof with the FCC or state regulatory
authorities for approval or regulatory review, the filing party shall
provide written notice to the other party of the existence of such lawful
binding order so that the other party may seek an injunction or other
relief from such order. In addition, the filing party agrees to reasonably
cooperate to amend and make modifications to the Agreement to allow
the filing of the Agreement or the specific part of the Agreement
affected by the order to the extent reasonably necessary.
24. Notices.Any notices required by or concerning this
Agreement shall be in writing and shall be sufficiently given if delivered
personally, delivered by prepaid overnight express service, sent by
facsimile with electronic confirmation, or sent by certified mail, return
receipt requested, or by email where specified in this Agreement to
Owest and MCI at the addresses shown on the cover sheet of this
Agreement.
25. Force Majeure. Neither Party shall be liable for any delay
or failure in performance of any part of this Agreement from any cause
beyond its control and without its fault or negligence including, without
limitation, acts of nature, acts of civil or military authority, government
regulations, embargoes , epidemics, terrorist acts, riots, insurrections
fires, explosions, earthquakes, nuclear accidents, floods, work
sto~pages po~er blackouts volcanic action other major
environmental disturbances, or unusually severe weather conditions(collectively, a Force Majeure Event). Inability to secure products orservices of other Persons or transportation facilities or acts or
omissions of transportation carriers shall be considered Force Majeure
Events to the extent any delay or failure in performance caused by
these circumstances is beyond the Party s control and without that
Party s fault or negligence. The Party affected by a Force Majeure
Event shall give prompt notice to the other Party, shall be excused
from performance of its obligations hereunder on a day to day basis to
t~e 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.
26. Governin~ Law. This Agreement is offered by Qwest in
accordance with Section 271 of the Act. Any issue of general contract
law shall be interpreted solely in accordance with the state law of New
York, without reference to any conflict of laws principles.
27.Dispute Resolution
27.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 shal.1 be resolved in accordance with
this Section. Each notice of default
, '
unless cured within the applicablecure ~eriod, shall be resolved in accordance herewith. Dispute
resolutIon under the procedures provided in this Section 27 shall be
the preferred, but not the exclusive remedy for all disputes between
Owest and MCI arising out of this Agreement or its breach. Each Party
Qwest MSA
reserves its rights to resort to any forum with competent jurisdiction.
Nothing in this Section 23 shall limit the right of either Owest or MCI
upon meeting the requisite showing, to obtain provisional remedies
(including injunctive relief) from a court before, during or after the
pendency of any arbitration proceeding brought pursuant to this
Section 27. Once a decision is reached by the arbitrator, however
such decision shall supersede any provisional remedy.
27.At the written request of either Party (the Resolution
Request), and prior to any other formal dispute resolution proceedings
each Party shall within seven (7) calendar Days after such Resolution
Request designate a director level employee or a representative with
authority to make commitments to review, meet, and negotiate, in good
faith, to resolve the Dispute. The Parties intend that these negotiationsbe 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.
27.If the director level representatives or the designated
representative with authority to make commitments have not reached a
resolution of the Dispute within fifteen (15) calendar Days after the
Resolution Request (or such longer period as agreed to in writing by
the Parties), then the Parties shall in good faith attempt to resolve theDispute through vice-presidential representatives. If the vice-
presidential representatives are unable to resolve the Dispute within
thi~y (30) Calendar Days after the Resolution Request (or such longer
period as agreed to in writing by the Parties), then either Party may
request that the Dispute be settled by arbitration. If either Party
requests arbitration, the other Party shall be required to comply with
that request and both Parties shall submit to binding arbitration of the
Dispute as described in this Section. Notwithstanding the foregoing
escalation timeframes, a Party may request that the Dispute of the typedescribed in Section 27., below, be settled by arbitration two (2)
calendar Days after the Resolution Request pursuant to the terms of
Section 27.1. In any case, the arbitration proceeding shall be
conducted by single arbitrator knowledgeable about the
Telecommunications industry unless the Dispute involves amounts
exceeding five million ($5 000 000) in which case the proceeding shall
be conducted by a panel of three (3) arbitrators, knowledgeable about
the Telecommunications industry. The arbitration proceedings shall be
conducted under the then-current rules for commercial disputes of the
American Arbitration Association (AAA) or J.A.M.S.lEndispute, at the
election of the Party that initiates dispute resolution under this Section
27. Such rules and procedures shall apply notwithstanding any part of
such rules that may limit their availability for resolution of a Dispute.
The Federal Arbitration Act, 9 U.C. Sections 1-, not state law, shall
govern the arbitrability of the Dispute. The arbitrator shall not have
authority to award punitive damages. The arbitrator's award shall be
final and binding and maybe entered in any court having jurisdiction
thereof. Each Party shall bear its own costs and attorneys' fees, and
shall share equally in the fees and expenses of the arbitrator. The
arbitration proceedings shall occur in the Denver, Colorado
metropolitan area or in another, mutually agreeable location. It is
acknowledged that the Parties, by mutual, written agreement, may
change any of these arbitration practices for a particular, some, or all
Dispute(s). The Party that sends the Resolution Request must notify
the Secretary of the FCC of the arbitration proceeding within forty-eight
(48) hours of the determination to arbitrate.
27.All expedited procedures prescribed by the AAA or
JA.S.lEndispute rules, as the case may be, shall apply to
Disputes affecting the ability of Party to provide
Page 8 of 15
,:.
QWEST MASTER SERVICES AGREEMENT
uninterrupted, high quality services to its End User
Customers, or as otherwise called for in this Agreement. A
Party may seek expedited resolution of a Dispute if the vice-
presidential level representative, or other representative with
authority to make commitments, have not reached a
resolution of the Dispute within two (2) calendar Days after
the Resolution Request. In the event the Parties do not
agree that a service-affecting Dispute exists, the Dispute
resolution shall commence under the expedited process set
forth in this Section 27, however, the first matter to be
addressed by the arbitrator shall be the applicability of such
process to such Dispute. ,
27.There shall be no discovery except for the
exchange of documents deemed necessary by the arbitratorto an understanding and determination of the Dispute.
Qwest and MCI shall attempt, in good faith, to agree on a
plan for such document discovery. Should they fail to agree
either Qwest or MCI may request a joint meeting or
conference call with the arbitrator. The arbitrator shall
resolve any Disputes between Qwest and MCI , and such
resolution with respect to the need, scope, manner, and
timing of discovery shall be final and binding.
27.Arbitrator s Decision
27.1 The arbitrator's decision and award shall
be in writing and shall state concisely the reasons
for the award , including the arbitrator s findings of
fact and conclusions of law.
27.2 An interlocutory decision and award
the arbitrator granting or denying an application for
preliminary injunctive relief may be challenged in a
forum of competent jurisdiction immediately,but
no later than ten (10) business days after the
appellant'receipt of the decision challenged.
During the pendency of any such challenge, any
injunction ordered by the arbitrator shall remain in
effect, but the enjoined Party may make an
application to the arbitrator for appropriate security
for the payment of such costs and damages as
may be Incurred or suffered by it if it is found to
have been wrongfully enjoined, if such security
has not previously been ordered. If the authority
of competent jurisdiction determines that it will
review a decision granting or denying
application for preliminary injunctive relief, such
review shall be conducted on an expedited basis.
27.3.4 To the extent that any information or materials
disclosed in the course of an arbitration proceeding contain
proprietary, trade secret or Confidential Information of either
Party, it shall be safeguarded in accordance with Section 21
of this Agreement, or if the Parties mutually agree, such
other appropriate agreement for the protection of proprietary,
trade secret or Confidential Information that the Parties
negotiate. However, nothing in such negotiated agreement
shall be construed to prevent either Party from disclosing the
other Party s information to the arbitrator in connection withor in anticipation of an arbitration proceeding, provided
however, that the Party seeking to disclose the information
shall first provide fifteen (15) calendar Days notice to the
disclosing Party so that that Party, with the cooperation of
the other Party, may seek a proteetive order from the
arbitrator. Except as the Parties otherwise agree, or as the
arbitrator for good cause orders, the arbitration proceedings
including hearings, briefs, orders, pleadings and discovery
Qwest MSA
';-
shall not be deemed confidential and may be disclosed at
the discretion of either Party, unless it is subject to being
safeguarded as proprietary, trade secret or Confidential
Information, in which event the procedures for disclosure of
such information shall apply.
27.4 Reserved.
27.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.
27.Reserved.
27.In the event of a conflict between this Agreement and the
rules prescribed by the AAA or J.S.lEndispute, this Agreement
shall be controlling.
27.This Section does not apply to any claim, controversy or
Dispute between the Parties, their agents, employees, officers
directors or affiliated agents concerning the misappropriation or use of
intellectual property rights of a Party, including, but not limited to, the
use of the trademark, tradename, trade dress or service mark of a
Party.
28. HeadinQs. The headings used in this Agreement are for
convenience only and do not in any way limit or otherwise affect the
meaning of any terms of this Agreement.
29. Authorization. Each Party represents and warrants that: (i)
the full legal name of the legal entity intended to provide and receive
the benefits and services under this Agreement is accurately set forth
herein; (ii) the person signing this Agreement has been duly authorized
to execute this Agreement on that Party s behalf; and (iii) the execution
hereof is not in conflict with law, the terms of any charter, bylaw
articles of association, or any agreement to which such Party is boundor affected. Each Party may act in reliance upon any instruction
instrument, or signature reasonably believed by it to be authorized and
genuine.
30. Third Party Beneficiaries. This Agreement will not provide
any benefit or any remedy, claim, liability, reimbursement, claim of
action, or other right in excess of those existing by explicit reference in
this Agreement to any third party.
31. Insurance.Each Party shall at all times during the term of
this Agreement, at its own cost and expense, carry and maintain the
insurance coverage listed below with insurers having a "Best'" rating
of B+XIII with respect to liability arising from its operations for which
that Party has assumed legal responsibility in this Agreement. If a
Party or its parent company has assets equal to or exceeding
$10 000 000 000, that Party may utilize an Affiliate captive insurance
company in lieu Qf a "Best'" rated insurer. To the extent that the
parent company of a Party is relied upon to meet the $10 000 000 000
asset threshold, such parent shall be responsible for the insurance
obligations contained in this Section 31 , to the extent its affiliated Party
fails to meet such obligations.
31.1 Workers' Compensation with statutory.: n
limits as required in the state of operation and Employers
Liability insurance with limits of not less than $100 000 each
accident.
. ..
31.Commercial General Liability insurance
covering claims for bodily injury, death, personal injury or
property damage including coverage for independent
contractor's protection (required if any work will be
Page 9 of 15
QWEST MASTER SERVICES AGREEMENT
subcontracted), products and/or completed operations and
contractual liability with respect to the liability assumed by
each Party hereunder. The limits of insurance shall not be
less than $1 000 000 each occurrence and $2 000 000
general aggregate limit.
31.3 "All Risk" Property coverage on a full
replacement cost basis insuring all of such Party s personal
property situated on or within the Premises.
31.Each Party may be asked by the other to provide
certificate(s) of insurance evidencing coverage, and thereafter shall
provide such certificate(s) upon request. Such certificates shall (1)
name the other Party as an additional insured under commercial
general liability coverage; (2) provide thirty (30) calendar Days prior
written notice of cancellation material change or exclusions in the
policy(s) to which certificate(s) relate; (3) indicate that coverage is
primary and not excess of, or contributory with, any other valid and
collectible insurance purchased by such Party; and (4) acknowledge
severability of interest/cross liability coverage.
32. Communications Assistance Law Enforcement Act of
1994 Each Party represents and warrants that any equipment
facilities or services provided to the other Party under this Agreement
comply with the 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
sole cost and expense, modify or replace any equipment, facilities or
services provided to the other Party under this Agreement to ensure
that such equipment, facilities and services fully comply with CALEA.
33.Entire AQreement.
33.This Agreement (including all Service Exhibits
Attachments, Rate Sheets, and other documents referred to
herein) constitutes the full and entire understanding and
agreement between the Parties with regard to the subjects of
this Agreement and supersedes any prior understandings
agreements, or representations by or between the Parties
written or oral, including but not limited to, any term sheet or
memorandum of understanding entered into by the Parties
to the extent they relate in any way to the subjects of this
Agreement. Notwithstanding the foregoing, certain Network
Elements and services used in combination with the QPP
service provided under this Agreement are provided by
Qwest to MCI under the terms and conditions of ICAs and
SGATs where MCI has opted into an SGAT as its ICA, and
nothing contained herein is intended by the parties to
amend. alter. or otherwise modify those terms and
conditions.
34.Proof of Authorization.
34.Each Party shall be responsible for obtaining, and
maintaining Proof of Authorization (POA), as required by applicable
federal and state law, as al'Dended from time to time.
34.Each Party shall make POAs available to the other Party
upon request. In the event of an allegation of an unauthorized change
or unauthorized service in accordance with all Applicable Laws and
rules, the Party charged with the alleged infraction shall be responsible
for resolving such claim, and it shall indemnify and hold harmless the
other Party for any losses, damages, penalties, or other claims in
connection with the alleged unauthorized change or service.
awest MSA
General Terms for Network Elements35.
35.Qwest shall provide general repair and maintenance
services on its facilities, including those facilities supporting Network
Elements and QPP services purchased by MCI under this Agreement,
at a level that is consistent with other comparable services provided by
Qwest.
35.In order to maintain and modernize the network properly,
Qwest may make necessary modifications and changes to the Network
Elements in its network on an as needed basis. Such changes may
result in minor changes to transmission parameters. Network
maintenance and modernization activities will result in Network
Element transmission parameters that are within transmission limits
the Network Element ordered by MC\. Qwest shall provide advance
notice of changes that affect network Interoperability pursuant to
applicable FCC rules. Changes that affect network fnteroperability
include changes to local dialing from seven (7) to ten (10) digit, area
code splits, and new area code implementation. FCC rules are
contained in CFR Part 51 and 52. Qwest provides such disclosures on
an Internet web site.
. .
35.Miscellaneous Charges are defined in the Definitions
Section. Miscellaneous Charges are in addition to nonrecurring and
recurring charges set forth in the Rate Sheet. Miscellaneous Charges
apply to activities MCI requests Qwest perform activities MCI
authorizes, or charges that are a result of MCl's actions , su~h as
cancellation charges. Rates for Miscellaneous Charges are contained
or referenced in the Rate Sheet. Unless otherwise provided for in this
Agreement, no additional charges will apply.
35.4 Network Security
35.4.Protection of Service and Property. Each Party
shall exercise the same degree of care to prevent harm or damage to
the other Party and any third parties, its employees, agents or End
User Customers, or their property as it employs to protect its own
personnel, End User Customers and property, etc., but in no case less
than a commercially reasonable degree of care.
35.4.Each Party is responsible to provide security and
privacy of communications. This entails protecting the confidential
nature of Telecommunications transmissions between End User
Customers during technician work operations and at all times.
Specifically. no employee, agent or representative shall monitor any
circuits except as required to repair or provide service of any End User
Customer at any time. Nor shall an employee, agent or representative
disclose the nature of overheard conversations, or who participated in
such communications or even that such communication has taken
place. Violation of such security may entail state and federal criminal
penalties, as well as civil penalties. MCI is responsible for covering its
employees on such security requirements and penalties.
35.4.The Parties' networks are part of the national
security network, and as such, are protected by federal law. Deliberate
sabotage or disablement of any portion of the underlying equipment
used to provide the network is a violation of federal statutes with
severe penalties, especially in times of national emergency or state of
war. The Parties are responsible for covering their employees on such, .
security requirements and penalties.
35.4.4 Qwest shall not be liable for any losses, damages or other
claims, including, but not limited to uncollectible or unbillable
revenues. resulting from accidental, erroneous, malicious, fraudulent or .
otherwise unauthorized use of services or facilities ('Unauthorized
Use ), whether or not such Unauthorized Use could have been
reasonably prevented by Qwest, except to the extent Qwest has been
Page 10 of 15
, "
QWEST MASTER SERVICES AGREEMENT
notified in advance by MCI of the existence of such Unauthorized Use
and fails to take commercially reasonable steps to assist in stopping orpreventing such activity.
35.4.4.Qwest shall make available to MCIfuture fraud prevention or revenue protection features withQPP on a commercially reasonable basis. Presently, QPP
fraud features include, but are not limited to, screeningcodes, information digits '29' and '70' which indicate prisonand cocor pay phone originating line types respectively;
call blocking of domestic, international 800 888 900 NPA-976 700 and 500 numbers.
35.4.4.If either Party becomes aware of
potential fraud with respect to End User accounts, the Partyshall promptly inform the other Party and, at the direction ofthat Party, take commercially reasonable action to mitigatethe fraud where such action is possible.
35.5. Construction CharQes Qwest will provide necessaryconstruction only to the extent required by applicable law.
35.6. Individual Case Basis Requests.MCI may request
additional Network Element or services not specified in this
Agreement, and Qwest will consider such requests on an Individual
Case Basis ("ICB"
36.Responsibility For Environmental Contamination
36.Neither Party shall be liable to the other for any costswhatsoever resulting from the presence or release of anyEnvironmental Hazard that either Party did not introduce to . theaffected 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, penaltiesand expenses (including reasonable attorneys' fees) that arise out of result from (i) any Environmental Hazard that the Indemnifying Party,
its contractors or agents introduce to the work locations or (ii) thepresence or release of any Environmental Hazard for which theIndemnifying Party is responsible under Applicable Law..
36.In the event any suspect materials within Qwest-ownedoperated or leased facilities are identified to MCI by Owest to asbestos containing, MCI will ensure that to the extent any activitieswhich it undertakes in the facility disturb such suspect materials, suchMCI activities will be in accordance with applicable local, state andfederal environmental and health and safety statutes and regulations.Except for abatement activities undertaken by MCI or equipment
placement activities that result in the generation of asbestos-containingmaterial, MC! does not have any responsibility for managing, nor is itthe owner of, nor does it have any liability for, or in connection with
any asbestos-containing material. Owest agrees to immediately notifyMCI if Owest undertakes any asbestos control or asbestos abatement
activities that potentially could affect MCI personnel, equipment oroperations, including, but not limited to, contamination of equipment.
. ,
Qwest MSA
., ,. -- ..
Page 11 of
QWEST MASTER SERVICES AGREEMENT
ADDENDUM 1
DEFINITIONS:
Owest MSA
..,- .. '-..." - ," - ....,., -, . --
Page 12 of 15
. '. .,
.. "
QWEST MASTER SERVICES AGREEMENT
Act" means the Communications Act of 1934 (47 U.C. 151 et. seq.), asJmended..
Advanced Intelligent Network" or "AIN" is a Telecommunications network
3rchitecture in which call processing, call routing and network management
:He provided by means of centralized databases.
Affiliate" means a Person that (directly or indirectly) owns or controls, islwned or controlled by, or is under common ownership or control with
:mother person. For purposes of this paragraph, the term 'own' means to')wn an equity interest (or the equivalent thereof) of more than 10 percent.
Automatic Location Identification" or "All" is the automatic display at theublic Safety Answering Point of the caller s telephone number, the3ddress/location of the telephone and supplementary emergency services
:nformation for Enhanced 911 (E911).
Applicable Law" means all laws, statutes , common law including, but not
irnited to, the Act, the regulations, rules, and final orders of the FCC, astate regulatory authority, and any final orders and decisions of a court of
::;ompetent jurisdiction reviewing the regulations, rules, or orders of therCC or a state regulatory authority.
Bm Date" means the date on which a Billing period ends, as identified onJE! bill.
Billing involves the provision of appropriate usage data by one
T'.:lecommunications Carrier to another to facilitate Customer Billing with
:endant acknowledgments and status reports. It also involves the, (change of information between Telecommunications Carriers to process
' aims and adjustments.
Carrier" or "Common Carrier" See Telecommunications Carrier.
Central Office" means a building or a space within a building whereransmission facilities or circuits are connected or switched.
Commercial Mobile Radio Service" or "CMRS" is defined in 47 U.Section 332 and FCC rules and orders interpreting that statute.
Communications Assistance for Law Enforcement Act" or "CALEA" refersthe duties and obligations of Carriers under Section 229 of the Act.
Confidential Information" means information , including but not limited to;:;;)8cifications, microfilm, photocopies, magnetic disks, magnetic tapes,::awings, sketches, models, samples, tools, technical information, data.::Tployee records, maps, financial reports, and market data, (i) furnished
:y one Party to the other Party dealing with business or marketing plans
l1d User Customer specific, facility specific, or usage specific information)~her than End User Customer information communicated for the purpose
); rJroviding Directory Assistance or publication of directory database, or (ii)
n written, graphic, electromagnetic, or other tangible form and marked at
';:'
;; time cf deiivery as "Confidential" or "Proprietary , or (iii) communicated
J'1d declared to the receiving Party at the time of delivery, or by written
j DUce given to the receiving Party within ten (10) calendar Days afterJe:i'Jery, to be "Confidential" or "Proprietary . Confidential information doesnot include information that: a)was at the time of receipt already known to
::-.8 receiving Party free of any obligation to keep it confidential evidenced::;; written records prepared prior to delivery by the disclosing Party; b) is or
:i8COmeS publicly known through no wrongful act of the receiving Party; c)
1$ ri';Jhtfuny f8ceived from a third Person having no direct or indirect secrecy
)r confidentiality obligation to the disclosing Party with respect to such
,nformation; d) is independently developed without reference to or
'~~ of Confidential Information of the other Party; e) is disClosed to a thirdDi;:rsonby the disclosing Party without similar restrictions on such third
:;rson s rights; f) is approved for release by written authorization of the
disclosing Party; g) Is required to be disclosed by the receiving Party
...-est MSA
~ ~
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.
Customer" means the Person purchasing a Telecommunications Serviceor an information service or both from a Carrier.
Day" means calendar days unless otherwise specified.
Demarcation Point" is defined as the point at which the LEC ceases to
own or control Customer premises wiring including without limitation inside
wiring.
Directory Assistance Database" contains only those published and non-listed telephone number listings obtained by Owest from its own End User
Customers and other Telecommunications Carriers.
Directory Assistance Service" includes, but is not limited to, makingavailable to callers, upon request, information contained in the DirectoryAssistance Database. Directory Assistance Service includes, where
available, the option to complete the call at the caller s direction.
Directory Listings" or "Listings" are any information: (1) identifying thelisted names of subscribers of a Telecommunications Carrier and such
subscriber telephone numbers, addressees, or primary advertisingclassifications (as such classifications are assigned at the time of theestablishment of such service), or any combination of such listed names
numbers addresses or classifications; and (2) that theTelecommunications Carrier or an Affiliate has published, caused to bepublished, or accepted for publication in any directory format.
Due Date" means the specific date on which the requested service is to be
available to the MCI or to MCI's End User Customer, as applicable.
End User Customer" means a third party retail Customer that subscribes,
to a Telecommunications Service provided by either of. the Parties or byanother Carrier or by two (2) or more Carriers.
Environmental Hazard" means any substance the presence, usetransport, abandonment or disposal of which (i) requires investigationremediation, compensation, fine or penalty under any Applicable Law(including, without limitation, the Comprehensive Environmental Response
Compensation and Liability Act Superfund Amendment and
Reauthorization Act Resource Conservation Recovery Act theOccupational Safety and Health Act and provisions with similar purposes in
applicable foreign, state and local jurisdictions) or (Ii) poses risks to human
health , safety or the environment (including, without limitation, indoor
outdoor or orbital space environments) and is regulated under any
Applicable Law.
FCC" means the Federal Communications Commission.
Interexchange Carrier" or "IXC" means a Carrier that provides InterLATAor IntraLATA Toll services.
Line Information Database" or "LlDB" stores various telephone line
numbers and Special Billing Number (SBN) data used by operator services.
systems to process and bill Alternately Billed Services .(ABS) calls. The - operator services system accesses LlDB data to provide originating line(calling number); Billing number and terminating line (called number)information. LlDB is used for calling card validation, fraud prevention
, ,
Billing or . service restrictions and the sub-account information to be.included on the call's Billing record. Telcordia s GR-446-CORE defines the
interface between the administration system and LlDB including specificmessage formats (Telcordia s TR-NWP-000029, Section 10).
Page 13 of 15
~".. ., '. -..
QWEST MASTER SERVICES AGREEMENT
Jne Side" refers to End Office Switch connections that have been
rogrammed to treat the circuit as a local line connected to a terminating
talion (e., an End User Customer s telephone station set, a PBX
nswering machine, facsimile machine , computer, or similar customer
:evice).
ocal Exchange Carrier" or "LEC" means any Carrier that is engaged in
1e provision of telephone Exchange Service or Exchange Access. Such
~rm does not include a Carrier insofar as such Carrier is engaged in the
,rovision of Commercial Mobile Radio Service under Section 332(c) of the
Ict, except to the extent that the FCC finds that such service should be
1c1uded in the definition of such term.
Loop" or "Unbundled Loop" is defined as a transmission facility between a
iistribution frame (or its equivalent) in a Qwest Central Office and the Loop
Jemarcation Point at an End User Customer's premises
Local Service Request" or "LSR" means the industry standard forms and
upporting documentation used for ordering local services.
Miscellaneous Charges" mean cost-based charges that Qwest may
!s~ess in addition to recurring and nonrecurring rates set forth in the rate
heet, for activities MCI requests Qwest to perform, activities MCI
il:!horizes, or charges that are a result of MCl's actions, such as
:ancellation charges, additional labor and maintenance. Miscellaneous
~harges are not already included in Qwest's recurring or nonrecurring
3S, Miscellaneous Charges shall be contained in or referenced in the
ate sheet.
Network Element" is a facility or equipment used in the provision of
fe!ecommunications Service or an information service or both. It also
n:ludes features, functions, and capabilities that are provided by means of
,uch facility or equipment, including subscriber numbers, databases,;ignaling systems, and information sufficient for Billing and collection or. ;sed in the transmission routing, or other provision of Telecommunications Service or an information service or both, as is more
Jlly described in the Agreement.
Operational Support Systems" or "OSS" mean pre-ordering, provisioning,
:11aintenance, repair and billing systems.
Order Form" means service order request forms issued by Qwest, as
amended from time to time.
Party" means either Qwest or MCI and "Parties" means Qwest and MC\.
Person is a general term meaning an individual or association
corporation, firm, joint-stock company, organization, partnership, trust or
~~ny other form or kind of entity.
Port" means a line or trunk connection point, including a line card and
associated peripheral equipment, on a Central Office Switch but does not
include Switch features. The Port serves as the hardware termination for
line or Trunk Side facilities connected to the Central Office Switch. Each
Line Side Port is typically associated with one or more telephone numbers
that serve as the Customer's network address.
POTS" means plain old telephone service.
Premises" refers to Qwest's Central Offices and Serving Wire Centers; all
buildings or similar structures owned, leased, or otherwise controlled by
Qwest that house Its network facilities; all structures that house Qwestacilities on public rights-of-way, including but not limited to vaults
containing loop concentrators or similar structures; and all land owned,
leased, or otherwise controlled by Qwest that is adjacent to these Central
Offices, Wire Centers, buildings and structures.
Qwest MSA
Proof of Authorization" or "POA" shall consist of verification of the End
User Customer s selection and authorization adequate to document the
End User Customer's selection of its local service provider and may take
the form of a third party verification format.
Proprietary Information" shaH have the same meaning as ConfidentialInformation.
Provisioning involves the exchange of information between
Telecommunications Carriers where one executes a request for a set of
products and services or Network Elements or combinations thereof from
the other with attendant acknowledgments and status reports.
Public Switched Network" includes all Switches and transmission facilities
whether by wire or radio, provided by any Common Carrier including LECs
IXCs and CMRS providers that use the North American Numbering Plan in
connection with the provision of switched services.
Service Exhibits" means the descriptions, terms, and conditions relating
to specific Network Elements or services provided under this Agreement
attached hereto as an exhibit.
Serving Wire Center" denotes the Wire Center fror:n which dial to~e for
' ,
local exchange service would normally be provided to a particularCustomer premises.
Shared Transport" is defined as local interoffice transmission facilities
shared by more than one Carrier, including Qwest. between End Office
Switches, between End Office Switches and Tandem Switches (local and
Access Tandem Switches), and between Tandem Switches within the
Local Calling Area, as described more fully in the Agreement.
Switch" means a switching device employed by a Carrier within the Public
Switched Network. Switch includes but is not limited to End Office
Switches, Tandem Switches, Access Tandem Switches, Remote Switching
Modules and Packet Switches. Switches may be employed as a
combination of End Officeffandem Switches.
Switched Access Traffic " as specifically defined in Qwest's interstate
Switched Access Tariffs, is traffic that originates at on~ of the Party s End
User Customers and terminates at an IXC Point of Presence, or originates
at an IXC Point of Presence and terminates at one of the Party s End User
Customers, whether or not the traffic transits the other Party s network.
Tariff' as used throughout this Agreement refers to Qwest interstate
Tariffs and state Tariffs, price lists, and price schedules.
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 underthe Act only to the extent that it . is engage~ in provid~ng .
Telecommunications Services, except that the FCC shall determine
whether the provision of fixed and mobile satellite service shall be treatedas common carriage.
Telecommunications Services" means the offering of telecommunications
for a fee directly to the public, or to such classes of users as to be ,
effectively available directly to the public, regardless of the facilities used. ; ,
:' "
Telephone Exchange Service" means a service within a te~e~hone
exchange,. or within a connected system of telephone exchanges within the.
same exchange area operated to furnish .to .End ~ser Custor:ners
intercommunicating service of the character ordInarIly furnished by a single
: "
exchange, and which is covered by the exchange service char~e,. or
, .
comparable service provided through a system of Switches, transmiSSion .
~:,~~~
Page 14 of 15
QWEST MASTER SERVICES AGREEMENT
equipment or other facilities (or combinations thereof) by which asubscriber can originate and terminate a Telecommunications Service.
Trunk Side" refers to Switch connections that have been programmed to
treat the circuit as connected to another switching entity.
Wire Center" denotes a building or space within a building that serves as
an aggregation point on a given Carrier s network, where transmissionfacilities are connected or switched. Wire Center can also denote abuilding where one or more Central Offices, used for the provision of basic
exchange telecommunications services and access services, are located.
Terms not otherwise defined here but defined in the Act and the orders and
the rules implementing the Act or elsewhere in the Agreement, shall havethe meaning defined there. The definition of terms that are included here
and are also defined in the Act, or its implementing orders or rules, areintended to include the definition as set forth in the Act and the rules
implementing the Act.
O'Nest MSA
.. , -... ..., ',. '-"""--"'-'.'-'-'--. ,
Page 15 of 15
- .", --- - -,. ,, '
SERVICE EXHIBIT 1 . aWEST PLATFORM PLUSTM SERVICE
SERVICE EXHIBIT 1
OWEST PLATFORM PLUSTM (Opp ) SERVICE
1;3 Local Switching
General OppTM Service Description
The Local Switching Network Element of OPpT.. service will
be technically and functionally equivalent or superior to the
Local Switching Network Element of the comparable UNE-
service provided by Owest to MCI under its ICAs as of June
14, 2004. The Local Switching Network Element of OppTMservice encompasses Line Side and Trunk Side facilitiesincluding without limitation the basic switching function, plus
the features, functions, and all vertical features that areloaded in Owest's End Office Switch. Vertical features aresoftware attributes on End Office Switches and are listed in
the PCAT.
Owest shall provide oppnol service offerings according to
the following terms and conditions. MCI may use oppnol
services to provide any telecommunications services
information services, or both that MCI chooses to offer.
OppT" services . shall consist of the Local Switching Network
Element (including the basic switching function, the portplus the features, functions, and capabilities of the Switch
including all compatible and available vertical features, suchas hunting and anonymous call rejection, provided by the
Owest switch) and the Shared Transport Network Element in
combination, at a minimum to the extent available on UNE-
under the applicable interconnection agreement or SGA T
where MCI has opted into an SGA T as its interconnectionagreement (collectively, "ICAs ) as the same existed on June
, 2004. Owest Advanced Intelligent Network (AIN)services (such as Remote Access Forwarding/CallFollowing), Owest Digital Subscriber Line (DSL), and Owest
Voice Messaging Services (VMS) may also be purchased
with compatible Opp r.. services.- These Network Elementswill be provided in compliance with all BellCore and otherindustry standards and technical and performancespecifications and will allow MCI to combine the OPpTMservices with MCI's voicemail product and stutter dial tone.
Access to 911 emergency services and directory listings will
be provided by Owest pursuant to the terms and conditions
of MCrs ICAs. As part of the OPPT" service, Owest shallcombine the Network Elements that make up OPpTMservice with Analog/Digital Capable Loops, with such Loops(including services such as line splitting) being provided
pursuant to the rates, terms and conditions of the MCrsICAs as described below.
Local Switching components include Analog Line Port,Digital Line Port Supporting BRI ISDN and Analog Trunk
Ports.
Line Port attributes include but are not limited to:
Telephone Number, Dial Tone, Signaling (Loop or groundstart), On/Off Hook Detection, Audible and Power Ringing,Automatic Message Accounting (AMA Recording), and
Blocking Options. Operator Services, and DirectoryAssistance are provided pursuant to the terms andconditions of MCrs ICAs.
. ,
OPpT.. service shall be available in six different servicearrangements, each of which is described more fully below:oppr.. Residential; OPpT.. Business; oppno Centrex(including Centrex 21 , Centrex Plu\ and Centron inMinnesota only); OPpT.. ISDN BRI; OppT" PAL; and OPpTMPBX Analog DID and non-DID (one way and two way)trunks,
Digital Line Port Supporting BRIISDN. Basic Rate
Interface Integrated Services Digital Network (BRIISDN) is a
digital architecture that provides integrated voice and data
capability (2 wire). A BRI ISDN Port is a Digital 2B+D (2Bearer Channels for voice or data and 1 Delta Channel forsignaling and D Channel Packet) Line Side Switchconnection with BRI ISDN voice and data basic elements,
For flexibility and customization, optional features can be
added. BRI ISDN Port does not offer B Channel Packetservice capabilities. The serving arrangement conforms to
the intemationally developed, published, and recognizedstandards generated by Intemational Telegraph and
Telephone Union (formerly CCITD.
Analog Trunk Port. DSO Analog Trunk Ports canbe configured as DID, 000, and Two-way.
1.2 Combination of oppr.. Network Elements with Loops
Analog Trunk Ports provide a 2-WayAnalog Trunk with DID, E&M Signaling and 2-Wire or 4.Wireconnections. This Trunk Side connection inherently includeshunting within the trunk group.
The Loop will be provided by Owest under the applicableICAs in effect between Owest and MCI at the time the order
is placed. As part or the OPpT.. service. Owest shall asdescribed below combine the Local Switching and SharedTransport Network Elements with the Loop providedpursuant to the terms and conditions of MCl's ICAs.
All trunks are designed as 4-Wireleaving the Central Office. For 2.Wire service, the trunks areconverted at the End User Customer's location.
1 The fbllowing oppr.. service types will becombined with 2-wire loops: OppT" Business; OppTMCentrex (including Centrex 21, Centrex Plus, and Centron inMinnesota Only). OppT" ISDN BRI; oppr.. PAL; oppnoPBX Analog non-DID and 1-Way DID Trunks, and; OppTMResidential.
Two-way Analog DID Trunks arecapable of initiating out going calls, and may be equippedwith either rotary or Touch-tone (DTMF) for this purpose.When the trunk is equipped with DID Call Transfer feature
both the trunk and telephone instruments must be equipped
with DTMF.
2 The following OppT" service type will be
combined with 4 wire loops: OPpT.. PBX Analog 2-Way DIDTrunks.
Two-way Analog DID Trunks requireE&M signaling. Owest will use Type I and II E&M signalingto provide these trunks to the PBX. Type II E&M signalingfrom Owest to the PBX will be handled as a SpecialAssembly request Via ICB.
Vertical Features and Ancillary Functions and Services
'.'.:"." ".. .,-"".
ttr'
, ""'-"
~fi~f.
.;i
..,.
SERVICE EXHIBIT 1 - OWEST PLATFORM PLUSTM SERVICE
1.4.1 oppn. service includes nondiscriminatory access to
all vertical features that are loaded in Owest's End Office
Switch.
1.4.The Local Switching Network Element of Oppn..
includes Owest's signaling network for traffic originated from
the Port, including the use of Owest's call-related databases.
In conjunction with OppTM service, Owest will provide
Owest's Service Control Points in the same manner, and viathe same signaling links, as Owest uses such serviceControl Points and signaling links to provide service to its
End User Customers from that Switch. Owest's call related
databases include the Line Information Database (LlDB),Internetwork Calling Name Database (ICNAM), 8XX
Database for toll free calling, Advanced Intelligent Network
Databases (AIN), and Local Number Portability Database.
MCI shall not have access to Owest's AIN based services
that qualify for proprietary treatment, except as expressly
provided for in this Agreement.
however, Owest will access the same database for MCl'
OppTM End User Customers as Owest accesses for its End
User Customers. In no event shall Owest have any liability
for system outage or inaccessibility or for losses arising fromthe authorized use of the data by MC\.
1.4.5.4 There is no charge for the storage of
MCl's OPpTM End User Customers' information in the LlDBor ICNAM databases.
1.4.6 MCI Branded Operator Services and DirectoryAssistance will be available to MCI with OppTM service andwill be provided pursuant to the terms and conditions of
MCl's ICAs.
Shared Transport
1.4.4 The LlDB database is used to store various telephone
line numbers and Special Billing Number (SBN) data used
by operator services systems to process and bill Alternately
Billed Services (ABS) calls. The operator services system
accesses LlDB data to provide originating line (calling
number), Billing number and terminating line (called number)
information. LlDB Is used for calling card validation, fraudprevention, Billing or service restrictions and the sub-account
Information to be included on the call's Billing record.
1 Owest shall provide the Shared Transport NetworkElement as part of the OPpTM service. Transport beyond
Owest's local interoffice network will be carried on Owest'
IntraLATA Toll network and provided by Owest to MCI only if
MCI chooses Owest to provide IntraLATA Toll services for
its OppTM End User Customers. The existing routing tables
resident in the Switch will direct both Owest and MCI traffic
over Owest's interoffice message trunk network.
3 ICNAM and LlDB. Owest will provide MCI with non-
discriminatory access to Owest's LlDB database and ICNAMdatabase as part of the delivery of OppTM service.
4.4.LlDB database provides information foruse in processing Altemately Billed Services
(ABS) calls including calling card, billed to third
number, and collect calls,
Owest does not authorize MCI to offer
Owest the ILEC as a Local Primary Interexchange
Carrier (LPIC) to its existing or new oppno End
User Customers. Where MCI assigns Owest as
LPIC 5123 to MCl's existing or new OPP End User
Customers, Owest will bill MCI at the rates
contained or referenced in the attached RateSheet.
1 Owest will provide the listed name of the
calling party that relates to the calling telephone number
(when the information is actually available in Owest'
database and the delivery thereof is not blocked or otherwise
limited by the calling party or other appropriate request).
2 If, during the term of this Agreement
Owest offers toll service to MCl's oppno End User
Customers, Owest must establish its own Billingrelationship with such OppTM End UserCustomers. Owest may not bill MCI, and MCIshall have no obligation to pay Owest, for toll
service Owest provides to MCl's appro. End UserCustomers. In addition, MCI shall have no
obligation to bill MCI OppTM End User Customers
for toll service provided by Owest.
Owest will provide Shared Transport to canyoriginating access traffic from, and terminating to, MCIOppTM End User Customers. MCI traffic will be carried onthe same transmission facilities between End OfficeSwitches, between End Office Switches and TandemSwitches. and between Tandem Switches in its networkfacilities that Owest uses for its own traffic.
1.4.5 The ICNAM database is used with certain End Office
Switch features to provide the calling party's name to MCl'
End User Customer with the applicable feature capability.
ICNAM database contains current listed name data byworking telephone number served or administered by Owestincluding listed name data provided by otherTelecommunications Carriers participating in Owest's calling
name d'=!livery service arrangement.
For MCt.s OppTM End User CustomersOwest will load and update MCl's OPpTM End UserCustomers' name information into the LlDB and ICNAM
databases from MCt's completed service orders. Theprocess will be functionC1l1y equivalent to the process used
for these databases with UNE-P as of June 14, 2004. MCI isresponsible for the accuracy of its End User Customers
information.
3 Shared Transport usage will be billed in accordance
with the rates provided in The Rate Sheet.
OppN Service Arrangement Descriptions
3 Owest shall exercise reasonable efforts toprovide accurate and complete LlDB and ICNAMinformation. The information is provided on an as-Is basiswith all faults. Owest does not warrant or guarantee thecorrectness or the completeness of such information;
QPPTIoI Business is available to MCI for MCl'business end users and Is offered in the followingcombination: Analog Une Side Port and Shared Transportprovided pursuant to this Agreement combined with Analog -
2 Wire Voice Grade Loop provided pursuant to MC"s ICAs.
2 QPPTIoI Centrex is available to MCI for MCl's businessend users. appro.. Centrex services include Centrex 21
.-,
1'.
~ "
SERVICE EXHIBIT 1 - OWEST PLATFORM PLUSTM SERVICE
Centrex Plus, and Centron and is offered in the followingcombination: Analog Line Side Port and Shared Transport
provided pursuant to this Agreement combined with anAnalog - 2 Wire Voice Grade Loop provided pursuant to
MCl's ICAs.
MCI may request a conversion from
Centrex 21, Centrex-Plus or Centron service to OPpTMBusiness or OPPT" Residential.
provided that Owest warrants that MCI shall be able toconvert all MCI UNE-P End User Customers as of theEffective Date to the OPPT" service. OPPT" services willnot be available if cilities are not available.
Notwithstanding the foregoing, Owest represents andwarrants that it will not otherwise restrict facilities eligible to
provide OPPT" service and that any and all facilities thatwould otherwise be available for retail service to a OwestEnd User Customer will be considered eligible for use byMCI for OPPT" service to serve that same End UserCustomer.Owest will provide access to Customer
Management System (CMS) with OPPTM Centrex at therates set forth in the Rate Sheet.Reserved.
3 OppTM ISDN BRI is available to MCI for MC"s end
user customers and is offered in the following combination:Digital Line Side Port (Supporting BRI ISDN), and Shared
Transport provided pursuant to this Agreement combinedwith a Basic Rate ISDN Capable Loop provided pursuant to
MCl's ICAs.
This Agreement is not intended to change or amend existing
intercarrier compensation arrangements between MCI and
Owest. Nothing in this Agreement shall alter or affect MC"s
right to receive any applicable universal service subsidy or
other similar payments.
4 OPPT" PAL is available to MC! for MCl's PayphoneService Providers (PSPs) and is offered in the followingcombination: Analog Line Side Port, and Shared Transportprovided pursuant to this Agreement combined with Analog-
2 WIre Voice Grade Loop provided pursuant to MCl's ICAs..OppTM PAL may only be ordered for and provisioned toPayphone Service Providers (PSPs),
1 Owest shall provide to MCI usage information within
Owest's control with respect to calls originated by orterminated to MCI OPPT" End User Customers in the form
of the actual information that is comparable to theinformation Owest uses to bill its own End User Customers.
WIthout limiting the generality of the foregoing, Owest shall
provide MC! with the Daily Usage Feed billing information.
5 OppTM PBX is available to MCI for MCl's businessEnd User Customers. OPpTM PBX will be offered in the
following combinations:
Owest shall provide MCI with usage informationnecessary for MCI to bill for InterLATA and IntraLATAExchange Access to the toll carrier (including Owest where it
is the toll carrier) in the form of either the actual usage or a
negotiated or approved surrogate for this information. These
Exchange Access records will be provided as Category
EMI records.
6 PBX Analog non-DID Trunk combination consists of
Analog Line Side Port and Shared Transport providedpursuant to this Agreement combined with Analog. 2 wire
Voice Grade Loop provided pursuant to MCl's ICAs.
8 PBX with Analog 2. Way DID Trunks combinationconsists of DID Trunk Port and Shared Transport providedpursuant to this Agreement combined with Analog- 4 wireVoice Grade Loop provided pursuant to MCl's ICAs.
3 Owest will provide DUF records for all usage billable
to MCl's OPPT" lines, Including Busy Line Verify (BLV),Busy Line Interrupt (BLI), originating local usage, usagesensitive CLASST" features, and Owest-provided intraLATA
toll. These records will be provided as Category 01 orCategory 10 EMI records. Under this Agreementterminating local usage records will not be provided. Byagreeing to the foregoing, neither Party Is foreclosed fromadvocating for the provision of local terminating records viaan appropriate forum.
7 PBX with Analog 1-Way DID Trunks combinationconsists of DID Trunk Port and Shared Transport providedpursuant to this Agreement combined with Analog. 2 wire
Voice Grade Loop provided pursuant to MC"s ICAs.
OPPT" Residential Is available to MCI for MC"sresidential End User Customers and is offered In thefollowing combination: Analog LIne Side Port and Shared
Transport provided pursuant to this Agreement combined1th Analog. 2 Wire Voice Grade Loop provided pursuant to
MCrs ICAs. OPPT" Residential may only be ordered for and
provisioned for residential end user application. Thedefinition of residential service shall be the same as inOwesl's retail tariffs as applied to Owest's End UserCustomers.
3.4 If MCI chooses Owest to provide IntraLATA Toll
services for its OPP End User Customers, MCI shallcompensate Owest for such services In accordance with the
Rate Sheet.
OPPT" will include the capability for MCl's End UserCustomers to choose their long distance service (InterlATA
and IntraLATA) on a 2.PIC basis.
Additional Terms and Conditions and Service Features
1 MCI shall designate the Primary Interexchange Carrier
(PIC) assignments on behalf of its End User Customers for
InterLATA and IntraLATA services. MCI shall follow allApplicable Laws, rules and regulations with respect to PICchanges and Owest disclaims any liability for MCl's improperPIC change requests.OppT" services will be available only in Owest's Incumbent
Local Exchange Carrier service area within its fourteen-state
region. OPPT'" services will not be subject to any. linelimitations such as the Zone 1 four-line MSA restriction forunbundled switching. Owest does not warrant theavailability of facilities at any particular serving wire center,
2 Feature and InterLATA or IntraLATA PIC changes or
additions for OppT", will be processed concurrently with theOppT" order as specified by MC!.
, ...., !--,.. ., .
SERVICE EXHIBIT 1 - QWEST PLATFORM PLUSTM SERVICE
:::
Access to 911/E911 emergency services for MCI's End UserCustomers shall be available pursuant to the teons and
conditions of MCt's ICAs. If Owest becomes no longer
obligated to provide access to 9111E911 emergency services
pursuant to 47 U.C. ~251 , then Owest shall thereafter
provide such services under this Agreement with respect to
all MCI OPpTM service End User Customers and new OPP
service End User Customers, to the same degree and extent
that such 911/E911 emergency services were provided by
Owest prior to the elimination of 911/E911 emergency
services as an obligation under 47 U.C. ~251.
Reserved,
Owest AIN, Owest Voice Messaging Services and Owest
DSL (dependent upon service compatibility and end officeavailability) are offered on a commercial basis and may be
purchased with OPpTM al the rates set forth in the attached
Rate Sheet. Retail promotions may not be combined with
OppTM Non-recurring charges associated with Owest
DSL TM are not subject to discount. MCI may order new or
retain existing Owest DSL service for End User Customers
when utilizing OPPTM POTS, OPPTM Centrex, and OPpTMPBX (analog, non-DID trunks only) combinations, whereTechnically Feasible. The price for Owest DSL providedwith OppTM service is induded in the Rate Sheet to this
Agreement.
Owest DSL host service is not available with OPpTM service.
If Owest develops and deploys new local switch features forits End User Customers, those switch features will beavailable in the same areas and subject to the same
limitations with OppTM service. The rates to be charged MCt
for such new local switch features will be negotiated but will
not in any case be higher than the retail rate Owest charges.
MCI shall have the ability to combine the OPpTM service withMCt's voicemail product and stutter dial tone.
Rates and Charges
The recurring rMRC") and nonrecurring ("NRC") rates foroprTM services and all applicable usage-based rates andmiscellaneous charges (other than applicableintercarrier
compensation charges such as access charges and
reciprocal compensation and MRCs and NRCs for elements
and services provided pursuant to MCl's ICAs) are set forth
in the attached Rate Sheets. The rates for OPpTM servicesset forth in the attached Rate Sheets will be in addition to the
applicable rates for elements and services provided under
MCr's ICAs.
The loop element combined with a OppTM service will be
provided pursuant to MCl's ICAs with Owest at the rates set
forth in those ICAs. To the extent that the monthly recurring
rate for the loop element in a particular state is modified on
or after the Effective Date, the OPPTI' port rate for that state
in the Rate Sheet will be adjusted (either up or down) so that
the total rate applicable to the OPpN service and loop
combination in that state (after giving effect to the OPpTMPort Rate Increases as adjusted for any applicable discount
pursuant to Section 3.of this Service Exhibit) remains
constant. The corresponding adjustment will be applied
against the Port Rate Increases for the applicable state
negotiated as a part of this Agreement and contained In the
Rate Sheet. In no event shall any downward adjustment for
a particular state under this section result in OPpTM Port
Rate Increase of less than $1., nor shall any upwardadjustment for a particular state result in a OppTM Port Rate
Increase of more than twice the scheduled increase. If the
monthly recurring rate for the loop is modified by a shift in
zone designation the parties shall use the difference in the
statewide average loop rate as the basis for such
adjustment, if any. Nothing in this Agreement shall affect the
rates or any other teons and conditions for loops set forth in
MCI's ICAs with Owest. For purposes of this Agreement, the
Port Rate Increases refer to the increases in the Port rate
reflecting market pricing on the attached Rate Sheets.
Illustration 1: If the initial loop rate is $15, the initial Port rateis $3, and the scheduled Port Rate Increase is $2 for
residential and $3 for business, an increase in the loop rate
of $1.50 to $16.50 will result in a corresponding reduction
the Port Rate Increase for residential to $1.00 (calculated:$2.00 - $1., but in no event less than $1.00) and a
reduction of the Port Rate Increase for business of $1.(calculated: $3.00 - $1.50).
Illustration 2: If the initial loop rate is $15. the initial Port rate
is $3, and the scheduled Port Rate Increase is $2 for
residential and $3 for business, a decrease in the loop rate
of $2.50 to $12.50 will result in a corresponding upward
adjustment of the Port Rate Increase for residential to $4.(calculated: $2.00 plus $2.50, but in no event greater than 2
X $2.00) and an upward adjustment of the Port RateIncrease for business to $5.50 (calculated: $3.00 plus$2.50).
Provided that Owest has implemented the Batch Hot Cut
Process In a particular state pursuant to the teons and
conditions of the Amendment to MCl's ICAs entered intocontemporaneously with this Agreement
, ,
the monthlyrecurring rates for the switch port in the attached Rate
Sheets shall increase incrementally by the amount of theapplicable OppTM Port Rate Increase (as the same may be
subsequently adjusted under Section 3.2) on January 12005, January 1, 2006 and January 1. 2007. If the Batch
Hot Cut Process has not been implemented in a particular
state such that Owest is not able to process Batch Hot Cuts
in that state by December 31 2004, the OppTM Port RateIncreases for that state will not go into effect until such time
as Owest is able to process Batch Hot Cut orders in that
state, and in the event of any such delay in the effective date
of the OppTM Port Rate increases, there shall be no
subsequent true up of the OPpTM Port Rate Increases. If the
number of MCrs OPPT" lines as of October 31,2005 equals
or exceeds 90% of the sum of MCl's OPPT"and UNE-P lines
as of October, 31, 2004, MCI will be entitled to a discount off
of the monthly recurring switch port rate applicable during
calendar year 2006 equal to 10% of the OPP Port RateIncreases that take effect January 1. 2006. If the number of
MCl's OppTM lines as of October 31 2006 equals or
exceeds 90% of the sum of MCl's Oppnoand UNE-P lines
as of October, 31, 2005, MCI will be entitled to a discount off
of the monthly recurring switch port rate applicable during
calendar year 2007 equal to 10% of the OPP Port Rate
Increases that take effect January 1, 2007. For purposes
this section. the number of OPpTM lines and the sum of
OPpTM service and UNE-P lines shall be calculated on a
regionwide basis that includes all states in which this
Agreement is in effect.
MCI shall be responsible for Billing its End User Customers
served via OPpTM for all Miscellaneous Charges and
surcharges required of MCI by statute, regulation or
otherwise required.
. '
SERVICE EXHIBIT 1 - QWEST PLATFORM PLUSTM SERVICE
Prior to placing an order on behalf of each End UserCustomer, MCI shall be responsible for obtaining and have
in its possession a Proof of Authorization as set forth in this
Agreement.
MCI shall pay Owest the PIC change charge associated with
MCI End User Customer changes of InterLATA or InlraLATA
Carriers. Any change in MCI's End User Customers
InterLATA or IntraLATA Carrier must be requested by MCI
on behalf of its End User Customer.
If an End User Customer is served by MCI through a OppTMservice, Owest will not charge, assess, or collect Switched
Access charges for InterLATA or IntraLATA calls originating
or terminating from that End User Customer's phone.
Owest shall have a reasonable amount of time to implement
system or other changes necessary to bill MCI for rates or
charges associated with OppTM services. Such system orother changes must be completed and operational no later
than December 31 2004.
OppTM services have a one month minimum service period
requirement for each MCI End User Customer. The one
month minimum service period is the period of time that MCI
is required to pay 100% of the monthly recurring price for the
service even if MCI does not retain service for the entire
month. OPpTM services are billed month to month and shall
after the one month minimum service period is satisfied be
pro-rated for partial months based on the number of days
service was provided.
To receive OPpTM Residential rates after December 31,
2004, MCI must identify residential end users by working
telephone number (WfN) via LSR by the later of (a) ninety
(90) days after the Effective Date and (b) January 1, 2005.
Owest will not assess nonrecurring charge for the
processing of this records order to identify the installed base
of residential end users. Following submission by MCI of
such LSRs, MCI and Owest shall cooperate to ensure that
appropriate updates are renected in Owest's billing systems.
To the extent rates are not correctly applied during the first
ninety (90) days after January 1, 2005, Owest shall credit
any overpayments to MCI in a commercialty reasonable
manner. OppTM Business rates will apply to all wrNs not
specifically identified as OppTM Residential. Changes to the
LSR process intended to Implement the residential identifier
for new orders going forward shall be implemented through
the Change Management Process If the billing and ordering
software for OPP service is not available for commercial use
on or before December 31, 2004, Owest and MCI shall true-up charges monthly to renect the pricing for Owest OPPservice.
The subsequent order charge is applicable on a per orderbasis when changes are requested to existing serviceincluding changing a telephone number. initiating
removing Suspension or Service, denying or restoringservice, adding, removing or changing features, and othersimilar requests.
Systems and Interfaces
Owest and MCI shall continue to support use of existing
UNE-P OSS interfaces and current OSS business rules for
OppTM (including without limitation electronic ordering and
nowthrough applicable to UNE-P on June 14, 2004) as the
same may evolve over time
appro, products and services are ordered via an LSR asdescrib~d in the PCAT. Products and Services Ordering are
found on the Owest wholesale website.
When Owest or another provider of choice, at the End UserCustomer's request, orders the discontinuance of the End
User Customer's existing service with MCI. Owest will renderits closing bill to MCI effective with the disconnection. Owest
will notify MCI by FAX, ass interface, or other agreed upon
processes when an End User Customer moves to Owest or
another service provider. Owest shall not provide MCt orOwest retail personnel with the name of the other service
provider selected by the End User Customer.
MCI shall provide Owest and Owest shall provide MCI withpoints of contact for order entry, problem resolution, repairand in the event special attention is required on service
request.
Billing
Owest shall provide MCI, on a monthly basis, within seven toten (7 - 10) calendar days of the last day of the most recent
Billing period, in an agreed upon standard electronic fonTIat
Billing information including (1) a summary bill, and (2)individual End User Customer sub-account infonTIation. Tothe extent MCI needs additional or different billinginfonTIation in order to properly bill its End Users or otherCarriers (including without limitation Owest), Owest shall
work with MCI in good faith to deliver such infonTIation.
Maintenance and Repair
Owest will maintain facilities and equipment that comprise
the OppTM service provided to MC!. MCI or its End UserCustomers may not rearrange, move, disconnect or attemptto repair Owest facilities or equipment, other than byconnection or disconnection to any interface between Owest
and the End User Customer. without the written consent of
Owest.
Owest shall provide general repair and maintenance
services on its facilities, induding those facilities supporting
OppTM services purchased by MC!. Without limiting thegenerality of the foregoing, Owest shall repair and restore
any equipment or any other maintainable component thatmay adversely impact MCl's use of OPpTM service. Owestand MCt shall cooperate with each other to implementprocedures and processes for handling service-affectingevents. There shall be no charge for the services providedunder this section except as set forth In the Rate Sheet.
Performance Measures and Reporting, Performance
Targets and Service Credits
Each party shall provide suitably qualified personnel to
perform its obligations under this Agreement and all oppno
services hereunder in a timely and efficient manner with
diligence and care, consistent with the professional
standards of practice in the industry, and in conformance
with all applicable laws and regulations. The oppno service
attributes and process enhancements are not subject to the
Change Management Process rCMP"). MCI proposedchanges to OppT" service attributes and process
enhancements will be communicated through the standard
account interfaces. Change requests common to shared
i i
-...
SERVICE EXHIBIT 1 - QWEST PLATFORM PLUSTM SERVICE
systems and processes subject to CMP will continue to be
addressed via the CMP procedures.
Owest will provide commercial perfonnance measurements
and reporting against established perfonnance targets with
OppT1I service. The following perfonnance measurements
will apply to OppT'" Residential and OPPT'" Business: (a)
Firm Order Confirmations (FOCs) On Time, (b) Installation
Commitments Met, (c) Order Installation Interval, (d) Out ofService Cleared within 24 Hours, (e) Mean Time to Restore
and (f) Trouble Rate. Commercial measurement definitions
methodologies, performance targets and reporting
requirements are attached as Attachment A. Owest will
provide MCt with the raw data necessary to allow MClto
disaggregate results at the state level
MCI will be entitled to service credits only for each instance
of a missed installation commitment and each instance of an
out of service condition that is not cleared within 24 hours as
described below. All such service credits shall be applied
automatically by Owest as credit against MCI's bill for thebilling period following the one in which the credits were
accrued.
Installation Commitments MeL For each
installation commitment that Owest, through its own faull,
fails to meet, Owest will provide a service credit equal to
100% of the nonrecurring charge for thai installation. The
definition of a "missed installation commitment" and the
associated exclusions are described in Attachment A.
Out of Service Cleared within 24 Hours. For each
out-of-service condition that Owest, through its own fault,
fails to resolve within 24 hours, Owest will provide a servicecredit equal to one day s recurring charge (monthly recurring
charge divided by 30) for each day out of service beyond the
first 24 hours. (For example, if the out-of-service conditionexists for 25 to 47 hours, MCt would be entitled to a credit
equal to the monthly recurring charge divided by 30. If the
out.of.service condition existed for 48to 71 hours, the creditwould equallwo times the monthly recurring charge divided /by 30).. The definition of an "out of service condition" andthe associated exclusions are described in Attachment A.
Attachment A to Service Exhibit
Performance Targets for Qwest QPP Service
-- ", ,., - '... ,. ,--, -". ,"- .. ,..-;..,.
, "" ~
FOC-1 - Firm Order Confirmations (FOCs) On Time
Purpose:
Monitors the timeliness with which Owest returns Firm Order Confirmations (FOCs) to CLECs in
response to LSRs received from CLECs, focusing on the degree to which FOCs are provided withinspecified intervals.
Description:
Measures the percentage of Firm Order Confirmations (FOCs) that are provided to CLECs within theintervals specified under "Performance Targets" below for FOC notifications.
Includes all LSRs that are submitted through IMA-GUI and IMA-EDI interfaces that receive an FOC
during the reporting period, subject to exclusions specified below. (Acknowledgments sent
separately from an FOC (e., EDI 997 transactions are not included.
For FOC-, the interval measured is the period between the LSR received date/time (based on
scheduled up time) and Owest's response with a FOC notification (notification date and time).
For FOC-1 B, the interval measured is the period between the a lication date and time, as definedherein, and Owest's response with a FOC notification (notification date and time).
. "
Fully electronic" LSRs are those (1) that are received via IMA-GUI or IMA-EDI , (2) that involve nomanual intervention, and (3) for which FOCs are provided mechanically to the CLEC.
. "
Electronic/manual" LSRs are received electronically via IMA-GUI or IMA-EDI and involve manualprocessing.
. LSRs will be evaluated according to the FOC interval categories shown in the "PerformanceTargets" section below, based on the number of lines requested on the LSR or, where multipleLSRs from the same CLEC are related, based on the combined number of lines requested on therelated LSRs.
Reporting Period: One month Unit of Measure: Percent
Reporting: Individual
CLEC
Disaggregation Reporting: Regional level.
. FOC-1A: FOCs provided for full electronic LSRs received vialMA-GUI or IMA-EDI
. FOC-1 B: FOCs provided for electronic/manual LSRs received via
IMA-GUI or IMA-EDI
Formula:
FOC-1A = ((Count of LSRs for which the original FOC's "(FOC Notification Date & Time) - (LSR
received date/time (based on scheduled up time))" is within 20 minutes) + (Total Number oforiginal FOC Notifications transmitted for the service category in the reporting period)) x 100
FOC-1 B = ((Count of LSRs for which the original FOC's "(FOC Notification Date & Time) - (Application
Date & Time)" is within the intervals specified for the service category involved) + (TotalNumber of original FOC Notifications transmitted for the service category in the reportingperiodH x 100
Page 2
Exclusions:
LSRs involving individual case basis (ICB) handling based on quantities of lines, as specified in thePerformance Targets" section below, or service/request types, deemed to be projects.
Hours on Weekends and holidays. (Except for FOC-, which only excludes hours outside thescheduled system up time.
LSRs with GLEe-requested FOC arrangements different from standard FOC arrangements.
Records with invalid product codes.
Records missing data essential to the calculation of the measurement per the measure definition
This generally means that the record is missing data critical to the calculation such that performing
the calculation is impossible. Qwest considers it a source data error. If a data element neededfor a calculation is missing from the record that came from source operational system , then it is
excluded. For example, a completed STATE field is required to assign a given record to a state
calculation. If the STATE field is blank, the record is retained in the ad hoc data files but the record
is excluded from that state s calculations. Duplicate LSR numbers. (Exclusion to be eliminatedupon implementation of IMA capability to disallow duplicate LSR #'
Invalid starUstop dates/times.
Product Reporting:
QPP-POTS
Availability:
Performance can be measured
beginning in August 2004 (to be
reflected on September 2004
reporting) or the first full month
of QPP service (for the following
month's reporting), whichever is
later.
Performance Tar et:
QPP-POTS FOC-1A: 95% within 20
minutes
FOC-1 B: 95% within
standard FOC intervals
(specified below)
Standard FOe Intervals
Product Group NOTE 1
QPP-POTS (1-39 lines)
Foe
Interval
FOC-1A: 20
minutes
FOC-1 B: 24
hrs
Notes:
LSRs with quantities above the highest number specified for each
product type are considered 1GB.
Page 3
.. ". ., -, .
ICM-1 - Installation Commitments Met
Purpose:
Evaluates the extent to which Qwest installs services for Customers by the scheduled due date.
Description:
Measures the percentage of orders for which the scheduled due date is met.
All inward orders (Change , New, and Transfer order types) assigned a due date by Qwest andwhich are completed/closed during the reporting period are measured, subject to exclusionsspecified below. Change order types included in this measurement consist of all C ordersrepresenting inward activity (with "I" and "T" action coded line USOCs). Also included are orders withcustomer-requested due dates longer than the standard interval.
Completion date on or before the Applicable Due Date recorded by Qwest is counted as a metdue date. The Applicable Due Date is the original due date or, if changed or delayed by thecustomer, the most recently revised due date, subject to the following: If Qwest changes a duedate for Qwest reasons, the Applicable Due Date is the customer-initiated due date, if any, thatis (a) subsequent to the original due date and (b) prior to a Qwest-initiated , changed due date, ifany.
Reporting Period: One month Unit of Measure: Percent
Reporting:
Individual CLEC
Formula:
((Total Orders completed in the reporting period on or before the Applicable Due Date)
-;.
(Total OrdersCompleted in the Reporting Period)) x 100
Disaggregation Reporting: Regional level.
Results for producUservices listed in Product Reporting under "MSA TypeDisaggregation" will be reported according to orders involving:
ICM-1A Dispatches (Includes within MSA and outside MSA); and
ICM-1 B No dispatches,
Results for products/services listed in Product Reporting under "Zone-typeDisaggregation" will be reported according to installati9ns:
ICM-1 C Interval Zone 1 and Interval Zone 2 areas.
Exclusions:
. Disconnect, From (another form of disconnect) and Record order types.
. Due dates missed for standard categories of customer and non-Qwest reasons. Standardcategories of customer reasons are: previous service at the location did not have a customer-
requested disconnect order issued , no access to customer premises, and customer hold forpayment. Standard categories of non-Qwest reasons are: Weather, Disaster, and Work Stoppage.Records involving official company services.
Records with invalid due dates or application dates.
Records with invalid completion dates.
Records with invalid product codes.
Records missing data essential to the calculation of the measurement per the measure definition.
, .
, . Page 4
~ ;. .
.,. "~ ~
Product Reporting Performance Target:MSA-Tvpe:
QPP-POTS QPP-POTS (Dispatch and No Dispatch)195%
Zone-Type:
Availability:Notes:
Performance can
be measured
beginning In
August 2004 (to be
reflected on
September 2004
reporting) or the
first full month of
QPP service (for
the following
month's reporting),
whichever is later.
;'"
Page 5
011-1 - Order Installation Interval
Purpose:
Evaluates the timeliness of Qwest's installation of services for CLECs, focusing on the average time toinstall service.
Description:
Measures the average interval (in business days) between the application date and the completiondate for service orders accepted and implemented.
Includes all inward orders (Change, New, and Transfer order types) assigned a due date by
Qwest and which are completed/closed during the reporting period , subject to exclusions specifiedbelow. Change order types for additional lines consist of all C orders representing inward activity.Intervals for each measured event are counted in whole days: the application date is day zero (0);the day following the application date is day one (1).
. The Applicable Due Date is the original due date or, if changed or delayed by the CLEC, the mostrecently revised due date, subject to the following: If Qwest changes a due date for Qwestreasons, the Applicable Due Date is the GLEe-initiated due date, if any, that is (a) subsequent tothe original due date and (b) prior to a Qwest-initiated , changed due date, if any. NOTE 1
. Time intervals associated with GLEe-initiated due date changes or delays occurring after the
Applicable Due Date, as applied in the formula below, are calculated by subtracting the latest
Qwest-initiated due date, if an~, following the Applicable Due Date , from the subsequent CLEC-initiated due date, if any. NOTE
Reporting Period: One month Unit of Measure: Average Business Days
Reporting:
Individual CLEC
Disaggregation Reporting: Regional level.
Results for producUservices listed in Product Reporting under "MSA TypeDisaggregation" will be reported according to orders involving:
01l-1A Dispatches (Includes within MSA and outside MSA); and
011-1 B No dispatches.
Results for products/services listed in Product Reporting under "Zone-typeDisaggregation" will be reported according to installations:
011-1 C Interval Zone 1 and Interval Zone 2 areas.
Formula:
L((Order Completion Date) - (Order Application Date) - (Time interval between the Original Due Date
and the Applicable Date) - (Time intervals associated with GLEe-initiated due date changes or delaysoccurring after the Applicable Due Date)) + Total Number of Orders Completed in the reporting period
lanation: The average installation interval is derived by dividing the sum of installation intervals forall orders (in business days) by total number of service orders completed in the reporting period.
Exclusions:
Orders ~ith GLEC requested due dates greater than the current standard interval.
. Disconnect, From (another form of disconnect) and Record order types
Records Involving official company services.
Records with invalid due dates or application dates.
Records with invalid completion dates.
Records with invalid product codes.
Records missing data essential to the calculation of the measurement per the measure definition.Orders involving individual case basis (ICB) handling based on quantities of lines or ordersdeemed to be projects.
Page 6
. ,
. ~~n
. "
Zone- T e -
Re orted As:
Avera e business da s
Performance Target:
QPP-POTS (Dispatched)
QPP-POTS (No Dispatch)
Availability:
Performance can be
measured beginning in
August 2004 (to be
reflected on September
2004 reporting) or the first
full month of QPP service
(for the following month'
reporting), whichever is
later.
Notes:
6 Days
5 Days
According to this definition, the Applicable Due Date can
change, per successive GLEG-initiated due date changes or
delays, up to the point when a Qwest-initiated due date change
occurs. At that point, the Applicable Due Date becomes fixed
(Le., with no further changes) as the date on which it was set
prior to the first Qwest-initiated due date change, if any.
Following the first Qwest-initiated due date change , any further
GLEG-initiated due date changes or delays are measured as
time intervals that are subtracted as indicated in the formula.
These delay time intervals are calculated as stated in the
description. (Though infrequent, in cases where multiple
Qwest-initiated due date changes occur, the stated method for
calculating delay intervals is applied to each pair of Qwest-
initiated due date change and subsequent GLEC-initiated due
date change or delay. The intervals thus calculated from each
pairing of Qwest and GLEC-initiated due dates are summed
and then subtracted as indicated in the formula.) The result of
this approach is that Qwest-initiated impacts on intervals are
counted in the reported interval, and CLEC-initiated impacts on
intervals are not counted in the reported interval.
Page 7
00524-1 - Out of Service Cleared within 24 Hours
Purpose:
Evaluates timeliness of repair for specified services , focusing on trouble reports where the out-of-
service trouble reports were cleared within the standard estimate for specified services (Le., 24 hours
for out-of-service conditions).
Description:
Measures the percentage of out of service trouble reports, involving specified services, that are
cleared within 24 hours of receipt of trouble reports from CLECs or from retail customers.
Includes all trouble reports, closed during the reporting period, which involve a specified
service that is out-of-service (Le., unable to place or receive calls), subject to exclusions
specified below.
. Time measured is from date and time of receipt of trouble ticket to the date and time trouble is
indicated as cleared.
Reporting Period: One month Unit of Measure: Percent
Reporting:
Individual CLEC
Disaggregation Reporting: Regional level.
Results for producUservices listed in Product Reporting under "MSA Type
Disaggregation" will be reported according to orders involving:
00S24-1A Dispatches (Includes within MSA and outside MSA); and
00S24-1 B No dispatches.
Results for products/services listed in Product Reporting under "Zone-type
Disaggregation" will be reported according to installations:
00S24-1 C Interval Zone 1 and Interval Zone 2 areas.
Formula:
((Number of Out of Service Trouble Reports closed in the reporting period that are cleared within 24
hours) I (Total Number of Out of Service Trouble Reports closed in the reporting period)l x 100
Exclusions:
Trouble reports coded as follows:
For products measured from MT AS data (products listed for MSA-type disaggregation),
trouble reports coded to disposition codes for: Customer Action; Non-Telco Plant; Trouble
Beyond the Network Interface; No Field Visit Test OK, No Field Visit Found OK, Field Visit
Found OK, and Miscellaneous - Non-Dispatch, non-Qwest (includes CPE , Customer
Instruction, Carrier, Alternate Provider).
For products measured from WFA (Workforce Administration) data (products listed for Zone-
type disaggregation) trouble reports coded to trouble codes for No Trouble Found (NTF), Test
0 K (TOK), Carrier Action (IEC) and Customer Provided Equipment (CPE).
Subsequent trouble reports of any trouble before the original trouble report is closed.
Information tickets generated for internal Qwest system/network monitoring purposes.
. Time delays due to "no access" are excluded from repair time for products/services listed
Product Reporting under "Zone-type Disaggregation
For products measured from MT AS data (products listed for MSA-type disaggregation), trouble
reports involving a "no access" delay.
Trouble reports on the day of installation before the installation work is reported by the
technician/installer as complete.
Records Involving official company services.
Records with invalid trouble receipt dates.
Records with invalid cleared or closed dates.
Records with invalid product codes.
Records missing data essential to the calculation of the measurement per the measure definition.
~age 8
...
':-';.
Product Reportin~:Performance Tar~ets:
MSA-TvDe -
OPP POTS Dispatch and Non-Dispatch 190%
Zone-Tvpe -
Availability:Notes:
Performance can
be measured
beginning In
August 2004 (to be
reflected on
September 2004
reporting) or the
first full month of
OPP service (for
the following
month's reporting),
whichever is later.
, Page 9
, '-.. --.~,.
0('
MTTR-1 - Mean Time to Restore
Purpose:
Evaluates timeliness of re air, focusin how Ion it takes to restore services to
Description:
Measures the average time taken to clear trouble reports.
Includes all trouble reports closed during the reporting period , subject to exclusions specified below.
Includes customer direct reports, customer-relayed reports, and test assist reports that result in a
trouble report.
. Time measured is from date and time of recei t to date and time trouble is cleared.
Reporting Period: One month Unit of Measure: Hours and Minutes
Reporting:
Individual CLEC
Disaggregation Reporting: Regional level.
Results for product/services listed in Product Reporting under "MSA Type
Disaggregation" will be reported according to orders involving:
MTTR-1A Dispatches (Includes within MSA and outside MSA); and
MTTR-1 B No dispatches.
Results for products/services listed in Product Reporting under "Zone-type
Disaggregation" will be reported according to installations:
MTTR-1 C Interval Zone 1 and Interval Zone 2 areas.
Formula:
l:((Date & Time Trouble Report Cleared) - (Date & Time Trouble Report Opened))
-:-
(Total number of
Trouble Reports closed in the reporting period)
Exclusions:
Trouble reports coded as follows:
For products measured from MT AS data (products listed for MSA-type disaggregation), trouble
reports coded to disposition codes for: Customer Action; Non-Telco Plant; Trouble Beyond the
Network Interface; No Field Visit Test OK, No Field Visit Found OK, Field Visit Found OK, and
Miscellaneous - Non-Dispatch , non-Owest (includes CPE, Customer Instruction , Carrier
Alternate Provider).
For products measured from WFA (Workforce Administration) data (products listed for Zone-
type disaggregation) trouble reports coded to trouble codes for No Trouble Found (NTF), Test
K (TOK), Carrier Action (IEC) and Customer Provided Equipment (CPE).
Subsequent trouble reports of any trouble before the original trouble report is closed.
Information tickets generated for internal Owest system/network monitoring purposes.
. Time delays due to "no access" are excluded from repair time for products/services listed in Product
Reporting under "Zone-type Disaggregation
For products measured from MT AS data (products listed for MSA-type disaggregation), trouble
reports involving a "no access" delay.
Trouble reports on the day of installation before the installation work is reported by the
technician/installer as complete.
Records involving official company services.
Records with invalid trouble receipt dates.
Records with invalid cleared or closed dates.
Records with invalid product codes.
Records missin data essential to the calculation of the measurement er the measure definition.
" .
Page 10
. ,.. ,
Product Reporting:Performance Tar~et:
MSA-e -QPP-POTS (No Dispatch)5 Hours
QPP-POTS QPP-POTS (Dispatched)14 Hours
Zone-Type -
Availability:Notes:
Performance can be measured beginning in
August 2004 (to be reflected on September 2004
reporting) or the first full month of OPP service
(for the following month's reporting), whichever
later.
Page 11
, -
.,. .
TR-1 - Trouble Rate
Purpose:
Evaluates the overall rate of trouble reports as a percentage of the total installed base of the service or
element.
Description:
Measures trouble reports by product and compares them to the number of lines in service.
Includes all trouble reports closed during the reporting period, subject to exclusions specifiedbelow.
Includes all applicable trouble reports, including those that are out of service and those that are
only service-affecting.
Reporting Period: One month Unit of Measure: Percent
Reporting Individual CLEC Disaggregation Reporting: Regional level.
Formula:
((Total number of trouble reports closed in the reporting period involving the specified service
grouping)
-;-
(Total number of the specified services that are in service in the reporting period)) x 100
Exclusions:
Trouble reports coded as follows:
For products measured from MT AS data (products listed for MSA-type, trouble reports codedto disposition codes for: Customer Action; Non-Telco Plant; Trouble Beyond the Network
Interface; No Field Visit Test OK, No Field Visit Found OK, Field Visit Found OK, and
Miscellaneous - Non-Dispatch, non-Qwest (includes CPE, Customer Instruction, Carrier
Alternate Provider).
For products measured from WFA (Workforce Administration) data (products listed for Zone-
type) trouble reports coded to trouble codes for No Trouble Found (NTF), Test 0 K (TOK),Carrier Action (IEC) and Customer Provided Equipment (CPE).
Subsequent trouble reports of any trouble before the original trouble report is closed.
Information tickets generated for internal Qwest system/network monitoring purposes.
. Time delays due to "no access" are excluded from repair time for products/services listed in
Product Reporting under "Zone-type
For products measured from MT AS data (products listed for MSA-type, trouble reports involving ano access" delay.
Trouble reports on the day of installation before the installation work is reported by the
technicianlinstaller as complete.
Records involving official company services.
Records with invalid trouble receipt dates.
Records with invalid cleared or closed dates.
Records with invalid product codes.
Records missing data essential to the calculation of the measurement per the measure definition.
page 12
.. .
Product Reporting:Performance Target:
MSA Type:
OPP-POTS Diagnostic
Zone Type:
Availability:Notes:
Performance can be measured beginning in
August 2004 (to be reflected on September 2004
reporting) or the first full month of OPP service
(for the following month's reporting), whichever is
later.
. .
Page 13
. "
Qwest Platform PlusTM (QPPTM ) Rate Sheet -Idaho
109.Shared TransDort Purchased As Part of OppTM
109.Mass Market
109,OppTM Residential Business and PAL in ID-S (Per MOU)$0.0011100
109,OppTM Centrex ISDN BRI PAL in ID-N and PBX AnaloQ Trunks (Per line/trunk)UGUFM $0,
109.Local Swltchlna Purchased As Part of OppTM
109.11.Mass Market Swltchina
109,11.Ports
109.11.Ports, Effective throuoh December 31,2004
109.11.Analoo Port $1,
109.11.Analoo Port Residential end user credit $0,
109.11.Dioital Port (Supportina BRIISDN)$12,
109.11.PBX DID Port $2.43
109,11,Ports Effective Januarv 1 2005 through December 31,2005
109.11,Analoo Port $4,
109.11.Analoo Port Residential end user credit ($1.53\109,11,Diaita! Port (Supportina BRIISDN)$15.
109.11.2.4 PBX DID Port $5.
109.11.Ports, Effective January 01, 2006 through December 31, 2006, If Incentive
thresholds ARE met
109,11.Analoa Port $4,
109.11,Analoa Port Residential end user credit ($1,99)
109.11.Diaital Port (Supportina BRIISDN)$15,
109,11.PBX DID Port $5.
109,11,Ports, Effective January 01,2006 through December 31, 2006, If Incentivethresholds ARE NOT met
109.11.1.4,Analoa Port $5,
109.11,Analoa Port Residential end user credit ($2,22)109.11.1.4,DiaUal Port (Supportina BRIISDN)$16.109.11.1.4.4 PBX DID Port $6,
109,11,Ports, Effective January 01, 2007 through term, If Incentive thresholds ARE
met
109.11.Analoa Port $5,109.11.Analoa Port Residential end user credit ($2,109.11,Diaital Port (Supportina BRIISDN)$16,109,11.PBX DID Port $6.
109.11,Ports, Effective January 01, 2007 through term, If Incentive thresholds ARE
NOT met
109.11.Analoa Port $6,109.11.Analoo Port Residential. end user credit ($3,07\109.11.Dioital Port (Supportina BRIISDN\$17.40109.11.6.4 PBX DID Port $7,
1-'109,11.Local Switch Usage
109.11.OppTM Residential Business and PAL in ID-S (Per MOU\$0,109,11.OppTM Centrex, ISDN BRI PAL in ID-N and PBX Analoa Trunks (Per UGUST $1,
109,11.Switch Features 2 3109.11.Account Codes - per System AZ8PS $77.41109.11,Attendant Access Line, per Station Line DZR $1,109.11.Audible Message Waiting MGN $0.
MWN109.11.3.4 Authorization Codes - per System AFYPS $231.109.11.Automatic Line ETVPB $0.109.11.Automatic Route Selection - Common Equipment per System F5GPG $2015.109.11.Call Drop FID ONLY $0.109.11.Call Exclusion - Automatic NXB $0.
ISDN)109,11,Call Exclusion - Manual NA-FID $0.46
IDSN)109.11.10 Call Forwardina Busy Line -Incamino Only 69B1X $20.109.11,Call Forwardino Dont Answer Incomino Only 69A $20.109.11.12 Call Forwardina: Busy Line Don t Answer Proarammable Service Establishmen SEPFA $11.109,11,13 Call Forwarding: Don t Answer Call Forwarding Busy Customer Programmable , FSW $0.per Line
109.11.14 Call Waitino Indication - per Timino State WUT $0.109.11,15 Centrex Common Equipment HYE, HYS 370.
109.11.CLASS - Call Trace Per Occurrence NO USOC $1.109.11.CLASS - Continuous Redial NSS $1,109.11.CLASS - Last Call Return NSO $1.109.11.CLASS - PrioritY Callina NSK $1.109.11.CLASS - Selective Call Forwardino NCE $1.109.11.CLASS - Selective Call Rejection FKOPN,$1.
NSY109.11,Direct Station Selection! Busy Lamp Field. per Arrangement BUD $0.109.11.Directed Call Pickup with Barae-in 6MD $13.109.11.Directed Call Pickup without Barae-69D $13.109.11.Distinctive RinalDistinctive Call Waitina RNN $27.109.11.Expensive Route Warnina Tone, per Svstem AOWPS $49.48
Owest Master Services Agreement Owest Platform Plus (QPP) Rate Sheet
Qwest Platform PlusTM (QPpTM) Rate Sheet -Idaho
109,11,Grouo Intercom GCN $0,109,11,Hot Line oer Line HLN, HLA $1.109.11,Huntina: Multioosition Hunt Queuino MH5 $29.109,11.Huntino: Multioosition with Announcement in Queue MHW $31.
109,11.Huntina: Multioosition with Music in Queue MOHPS $28.
109,11.ISDN Short Hunt NHGPG $1.
NHGPN
109.11.Laudsoeaker Paaina, oer Trunk Groun PTQPG $183,109.11.Make Busy Arrangements, per Group A9AEX $0.
P89
109.11,Make Busv Arranaements ner Line MB1 $0.109,11.Messaae Center oer Main Station Line MFR $0,109.11,Messaae Waitina Visual MV5 $0.109.11.Music On Hold oer System MHHPS $20.109.11.Privacy Release K7KPK $0.42109.11.Querv Time QT1PK $0,109.11.3.41 SMDR-P - Archived Data SR7CX $170,109.11.3.42 SMDR-P - Service Establishment Charge, Initial Installation SEPSP $323.
SEPSR109.11.3.43 Station Camo-On Service ner Main Station CPK $0.109.11.3.44 Time of Dav Control for ARS, oer System ATBPS $95.48109.11.3.45 Time of Dav NCOS Uodate A4T $0.41109.11,3.46 Time of Dav Routina, oer Line ATB $0.46109.11,3.47 Trunk Verification from Desianated Station BVS $0.109,11,3.48 UCD in Hunt Grouo, oer Line MHM $0.64 .
109,11,1.4 Premium Port Features- Additional Charae $2.109,11,1.4.1 CMS - System Establishment - Initial Installation MB5XX $962,109.11,1.4,CMS - Svstem Establishment SubseQuent Installation CPWJO $481.109,11,1.4.3 CMS - Packet Control Caoability oer System PTGPS $481.109,11,1.4.4 Conference Gallina - Meet Me MJJPK $32,109.11.1.4.5 Conference Gallina - Preset M09PK $32,109,11,1.4.6 Conference Calli no - Station Dial 16-Way)GVT $47.48
109,11,Other
109.11.Custom Number See Applicable Qwest Retail
Tariff, Catalog or Price List less
Discount (which will be
provided pursuant to terms and
conditions in CLEC's ICA).
109.11,PBX DID Coniolex Translations Diaits Outoulsed Chanae Sianalina $15.109.11,5.4 PBX DID Comolex Translations Sianalina Chanae $35.109,11,PBX DID Block Comoromise $25.109.11.PBX DID Grouo of 20 Numbers $31,109,11.PBX DID Reserve Seauential # Block $25.109,11,PBX DID Reserve Nonseauential Teleohone Numbers $23.109.11.PBX DID Nonseauential Teleohone Numbers $33.
109.11.SubseQuent Order Charne NHCUU $12,
109.11.Qwest Corporation (QC) IntraLATA Toll, LPIC 5123 See Applicable Qwest Retail
Tariff, Catalog or Price List less
Discount (which will be
provided pursuant to terms and
conditions in CLEC's ICA),
109.Miscellaneous Charoes
109.20.Deslon - North
109.20,Maintenance of Service
109.20,Basic
109.20.First Increment MVWXX See Maintenance
109.20.Each Additional Increment MWJ1X of Service
109,20.Overtime
109.20.First Increment MWJOX See Maintenance
109.20.Each Additional Increment MVW2X of Service
109,20,Premium
109.20.First Increment MVWPX See Maintenance109.20,Each Additional Increment MVW3X of Service
109,20.Ootional Testina IAdditional Labor)
109.20.Basic First and Each Additional Increment OTNBX See Additional109,20.Overtime First and Each Additional Increment OTNOX Labor - Other109.20.Premium First and Each Additional Increment OTNPX
109.20.Disoatch (Additional Disaatch - No trouble found)VT6DC See Additional109,20.Disaatch for Maintenance of Service - No Trouble Found VT6DM DisDatch
109.20.Deslon and Non-Deslon . North
109.20.Trip Charge - Premises Visit Charge SCO See Additional
Disoatch109.20.Premises Work Cherne
109,20.Basic
Qwest Master Services Agreement Qwest Platform Plus (QPP) Rate Sheet
Qwest Platform PlusTM (QPPTM) Rate Sheet -Idaho
109.20,First Increment HRD11 See Additional
109.20,Each Additional Increment HRDA1 Labor - Other
109,20,Overtime
109,20,First Increment HRD12 See Additional
109.20,Each Additional Increment HRDA2 Labor - Other
109,20.Premium
109.20.First Increment HRD13 See Additional
109,20.Each Additional Increment HRDA3 Labor. Other
109.20.Non-DesiclO - South
109,20,Network Premises Work Charae
109,20.All Hours 1st 15 minutes HRH11 See Additional
109,20.All Hours next three 15 minutes HRHA 1 Labor - Other109,20,All Hours. ea addt'115 minutes HRDA 1
109.20.Deslon - South
109,20.4.Maintenance of Service
109.20.4,Basic
109.20,First Increment MV'NXX See Maintenance
109.20.4,Each Additional Increment MWV1X of Service
109,20.4.Overtime
109.20.First Increment MWVOX See Maintenance
109,20.4.Each Additional Increment MVW2X of Service
109.20.4.1.Premium
109,20,First Increment MVWPX See Maintenance
109.20.4.Each Additional Increment MWV3X of Service
109,20.Optional Testina (Additional Labor)
109,20,Basic First and Each Additional Increment OTNBX See Additional109,20.4.Overtime First and Each Additional Increment OTNOX Labor - Other109,20.4.Premium First and Each Additional Increment OTNPX
109.20.4,Dispatch (Additional Dispatch - No trouble found)VT6DC See Additional109,20.4.4 Dispatch for Maintenance of Service - No Trouble Found VT6DM Dispatch
109,20,Network Premises Work Charae
109,20.4.5.Basic
109.20.First Increment HRH11 See Additional109.20,Each Additional Increment HRHA1 Labor - Other
109,20,Overtime
109.20.First Increment HRH12 See Additional109,20.Each Additional Increment HRHA2 Labor - Other
109,20.4.Premium
109.20.First Increment HRH13 See Additional
109.20.Each Additional Increment HRHA3 Labor - Other
1--'109.20.Deslan and Non-Deslan . South
109.20.Trip Charge - Premises Visit Charge NRTCY See Additional
Dispatch109,20,Premises Work CharQe
109,20,Basic
109.20.First Increment HRD11 See Additional
109,20.Each Additional Increment HRDA 1 Labor - Other
109.20.Overtime
109.20.First Increment HRD12 See Additional
109.20.Each Additional Increment HRDA2 Labor - Other
109.20.Premium
109.20.First Increment HRD13 See Additional
109,20,Each Additional Increment HRDA3 Labor- Other
109.20.Date Chance $10.109.20.Desian ChanQe $73.109.20.Exoedite Charae
109.20,Cancellation Charae
109.Owest Platform PlusTM fOppTM
109.23.Conversion Nonrecurring CharQes
109.23.OppTM Business. Centrex PAL and PBX Analoa non-DID Trunks Residential
109.23.First Line (Mechanized)URCCU $0.109,23.Each Additional Line (Mechanized)URCCY $0.109,23.First Line (Manual)URCCV $16.109.23.1.4 Each Additional Line (Manual)URCCZ $2.
109.23,OPpTM PBX DID Trunks
109.23,First Trunk URCCD $28.109.23,Each Additional $2.
awest Master Services Agreement Owest Platform Plus (QPP) Rate Sheet
Qwest Platform PlusTM (QPpTM ) Rate Sheet -Idaho
$30.66 .
$2.
109.23.
non-DID Trunks Residential
NHCRA
NHCRC
NHCRB
NHCRD
$57.
$15.
$82.
$18.
109,23.OPP". Analo DID PBX Trunks $15.
109,23.OPp". ISDN-BRI $272.96
109.23.Owest AIN Features See Applicable Owest Retail
Tariff, Catalog or Price list less
Discount (which will be
provided pursuant to terms and
conditions in CLEC's ICA).
See Applicable Owest Retail
Tariff, Catalog or Price list less
Discount (which will be
provided pursuant to terms and
conditions in CLEC's ICA),
See Applicable Owest Retail
Tariff, Catalog or Price list less
Discount
109.23.Owest DSL
109.23.Owest Voice MessagIng Services
112.
$5,
$1.40
$0.000419
er Order
Notes
Monthly Recurring credit applies to OppTM Residential Services as set forth in Service Exhibit 1 to this Agreement.
OppTM service includes nondiscriminatory access to all vertical switch features that are loaded in Owest's End Office Switch, See the PCAT for all compatible andavailable vertical switch features, Only vertical switch features with Non-Recurring, Recurring, or Per Occurrence charges are listed. Non-Recurring charges areapplicable whenever a feature is added - whether on new installation, conversion, or change order activity. Those vertical switch features not listed have a rate of $0 forMonthly Recurring, Non-Recurring, or Per Occurrence charges,
Owest has provided USOCs for listed vertical switch features. Should MC! disagree with the association of USOC(s) and listed vertical switch feature descriptions, MCI and Owest
agree to convene by July 30, 2004 to negotiate corrections.
The Subsequent Order Charge is applicable on a per order basis when changes are requested to existing service. including changing a telephone number, initiating or removingSuspension or Service, denying or restoring service, adding, removing, or changing features. and other similar requests.
OPP'" ISDN BRI and PBX are "Design . Remaining OPP'" services are "Non-Design
All charges and increments shall be the same as the comparable charges and increments in each state SGAT.
Owest and MCI agree to negotiate a charge in good faith. The Parties agree that the charges are intended to allow Owest to recover its relevant costs and will be an approved
charge.
Where the service has been deemed to be a Telecommunications Service, the Discount will be provided pursuant to CLEC's ICA. Where the service is not a TelecommunicationsService. the discount will be 18%,
Owest Master Services Agreement Owest Platform Plus (OPP) Rate Sheet
Qwest Platform PlusTM (QPPTM ) Rate Page - Port Rate Increases
The price of the port will be increased by the amounts indicated effective on the dates set forth below.
QPPTM Residential Port
Rate Increases If Incentive
Thresholds Are Met:
01/01/05 01/01/06 01/01/07
$1.$1.$2.
$2.$2.$3.
$1.$1.42 $1.
$1.$1.42 $1.
$2.$2.$3.
$1.$1.42 $1.
$1.$1.42 $1.
$1.$1.$2.
$1.$1.42 $1.
$1.$1.42 $1.
$1.$1.42 $1.
$1.$1.$2.
$1.$1.$2.
$1.$1.42 $1.
QPPTM Residential Port
Rate Increases If Incentive
Thresholds are NOT met:
01/01/05 01/01/06 01/01/07
$1.$2.$2.40
$2.$3.$3.
$1.$1.$1.
$1.$1.$1.
$2.$3.$3.
$1.$1.$1.
$1.$1.$1.
$1.$2.$2.40
$1.$1.$1.
$1.$1.$1.
$1.$1.$1.
$1.$2.$2.40
$1.$2.$2.40
$1.$1.$1.
QPPTM Business Port Rate
Increases If Incentive
Thresholds Are NOT Met:
01/01/05 01/01/06 01/01/07
$2.$4.$6.
$2.$4.$6.
$2.$3.$4.
$2.$4.$5.
$2.$4.$6.
$2.$3.$4.
$2.$4.$6.
$2.$3.44 $4.
$2.$4.$6.
$2.$3.44 $4.
$2.$4.$6.
$2.$3.$4.
$2.$4.$6.
$1.$1.$2.
Qwest Master Services Agreement Qwest Platform Plus (QPP) Rate Sheet
QPPTM Business Port Rate
Increases If Incentive
Thresholds Are Met:
01/01/05 01/01/06 01/01/07
$2.$4.$6.
$2.$4.$6.
$2.$3.41 $4.
$2.$3.$5.
$2.$4.$6.
$2.$3.41 $4.
$2.$4.$6.
$2.$3.$3.
$2.$4.$6.
$2.$3.$3.
$2.$4.$6.
$2.$3.41 $4.
$2.$4.$6.
$1.$1.$1.