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Home My WebLink About20060320Application.pdfMary S. Hobson Attorney & Counselor 999 Main, Suite 1103 Boise, ID 83702 208-385-8666 ;~' r; (,; t. j:,._ SL'i:, :--""" March 17, 2006 VIA HAND DELIVERY Jean D. Jewell, Secretary Idaho Public Utilities Commission 472 West Washington Boise, ill 83702-5983 RE: Docket No. qwE -Ob-Ok:, Dear Ms. Jewell: Enclosed for filing with this Commission are an original and seven (7) copies of QWEST CORPORATION'S PETITION FOR APPROVAL OF INTERCONNECTION AGREEMENTS TO IMPLEMENT FCC RULING IN MOBILE ORDER. If you have any questions, please contact me. Thank you for your cooperation in this matter. Very truly yours a:y S.~obson Enclosurescc: Service List Boise-193000.10061273-00018 Mary S. Hobson (ISB. No. 2142) 999 Main, Suite 1103 Boise, ID 83702 Tel: 208-385-8666 mary .hobson (g) qwestcom Adam L. Sherr Corporate Counsel, Qwest 1600 7th Avenue, Room 3206 Seattle, W A 98191 Tel: (206) 398-2507 adam.sherr (g) qwestcom Attorneys for Qwest Corporation BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION QWEST CORPORATION, Complainant Mountain Communications, Inc. dba Earl's Distributing, Inc.; Gem State Communications, Inc. dba Idaho Communications; Idaho Mobile Telephone aIkIa Idaho Phone Service, Inc. aIkIa Idaho Mobilephone aIkIa Idaho Mobile Phone service, Inc.; JJC, Inc. dba Intermountain Communications; Radio Service Company; and Teton Communications, Inc. Docket No. CXUJE-t-O b~()k:. Respondents PETITION FOR APPROVAL OF INTERCONNECTION AGREEMENTS TO IMPLEMENT FCC RULING IN MOBILE ORDER PETITION FOR APPROV AL OF INTERCONNECTION AGREEMENTS TO IMPLEMENT FCC RULING IN T-MOBILE ORDER - 1 - Qwest Corporation , (" Qwest ) petitions the Idaho Public Utilities Commission Commission ) for an order pursuant to 47 USC ~ 252(b) approving an interconnection agreement between Qwest and each of the Respondents to implement the ruling of the Federal Communications Commission ("FCC") in In the Matter of Developing a Unified Intercarrier Compensation Regime, T-Mobile et al. Petition for Declaratory Ruling Regarding Incumbent LEC Wireless Termination Tariffs CC Docket 01-, FCC 05-, (ReI. Feb. 24 2005) (the Mobile Order ), as follows: Parties and Jurisdiction Qwest is an incumbent local exchange carrIer ("ILEC") and regional Bell operating company ("RBOC") with its principal place of business in Denver, Colorado. Qwest is certified as a local exchange carrier in Idaho pursuant to its certificates of public convenience and necessity issued by this Commission prior to January 1 , 1988. Qwest seeks approval of the Type 1 Wireless interconnection agreement attached hereto as Exhibit A with the following wireless carrier, consistent with the requirements of 47 USC ~ 252(b): Teton Communications, Inc. 545 S. Utah Avenue Idaho Falls, ID 83401 Qwest seeks arbitration and approval of the Type 1 and Type 2 Paging interconnection agreement attached hereto as Exhibit B with the following paging carriers: Mountainland Communications, Inc. dba Earl's Distributing, Inc. P. O. Box 1648 Idaho Falls, ID 83401 PETITION FOR APPROVAL OF INTERCONNECTION AGREEMENTS TO IMPLEMENT FCC RULING IN T-MOBILE ORDER - 2 - GEM State Communications, Inc. dba Idaho Communications 1976 Century Way Boise, ID 83709 Idaho Mobile Telephone aJk/a Idaho Phone Service, Inc. aJk/a Idaho Mobilephone aJk/a Idaho Mobile Phone Service, Inc P. O. Box 8747 Boise, ID 83707 J J C, Inc. dba Intermountain Communications 808 N 4th St Coeur D' Alene, ID 83814 Radio Service Company O. Box 338 Burley, ID 83318 As required by section 252(b)(2)(B) of the Act, Qwest has delivered a copy of this Petition, together with all exhibits, to each of the providers identified above. This Commission has jurisdiction to arbitrate and approve these agreements with the listed carriers pursuant to section 251(b)(1) of the Act, and also pursuant to the Mobile Order and clarifying regulations adopted thereunder. This Petition is timely filed in that Qwest initiated, then restarted, negotiations on October 11 2005. Thus, the 160th day after Qwest restarted negotiations is March 19,2006. Pursuant to section 252(b)(4)(C) of the Act, this arbitration is to be concluded not later than nine months after the applicable request for negotiations was sent to each Respondent which for purposes of this petition is July 11 , 2006. PETITION FOR APPROVAL OF INTERCONNECTION AGREEMENTS TO IMPLEMENT FCC RULING IN T-MOBILE ORDER - 3 - Background The FCC has required Qwest to request and enter interconnection agreements for the termination of wireless traffic, including paging. Qwest has diligently pursued such interconnection agreement negotiations with Respondents, without response. The Respondents failure to respond to Qwest's invitations to negotiate for an interconnection agreement is a failure to negotiate in good faith under the federal Telecommunications Act of 1996 (the "Act"), which has forced Qwest to seek approval of the interconnection agreements attached as Exhibits A and B as the preferable alternative to discontinuing services relating to termination of wireless traffic to Respondents. In the Mobile Order the FCC clarified a preference for contractual arrangements for wireless termination arrangements by (i) prohibiting LECs from imposing compensation obligations for non-access CMRS traffic pursuant to tariff, (ii) amending its rules to clarify that a LEC may request interconnection from a CMRS provider and invoke the negotiation and arbitration procedures set forth in section 252 of the Act, and (iii) identifying state commission implemented or approved rates as the applicable interim rates once a LEC initiates the negotiation process. 10.In response to that order and the clarifying regulations (See 47 CFR ~ 20.11), Qwest implemented the interim rates approved by the Mobile Order and initiated negotiations with Respondents by correspondence dated May 3, 2005 for wireless Type 1 and Type 2 carriers and paging Type 1 and Type 2 carriers. A copy of that notice is attached as Exhibit C. The notice included a proposed agreement. 11.Also in response to these orders and regulations , Qwest withdrew its tariffs, catalogs, and price lists for wireless termination service in all of its in-region states. In Idaho PETITION FOR APPROVAL OF INTERCONNECTION AGREEMENTS TO IMPLEMENT FCC RULING IN T-MOBILE ORDER - 4- Qwest filed to withdraw its catalog on January 6, 2006. That catalog provision was withdrawn by operation of law on January 16, 2006. (See Idaho Code sec. 62-606) 12.Many carriers responded to Qwest's initial request for negotiations, and Qwest has entered into and filed those agreements with the Commission. 13.Other carriers, including Respondents, did not acknowledge Qwest's initial request for negotiations, so Qwest sent a second request for negotiations on October 11 , 2005 again referencing the web address for the current version of the proposed agreement. As an accommodation to the non-responding carriers , this letter also reset the time period for negotiations, so that the window for requesting arbitration opened on February 22, 2005 (the 135th day after October 11 , 2005) and will close on March 19, 2005 (the 160th day). A copy of this second notice is attached as Exhibit D. 14.Qwest also notified the Commission of its attempts to initiate negotiations on by letter dated December 2 2005. A copy of that letter (without attachments) is attached as Exhibit 15.A few more carriers responded to the second notice, and Qwest is in the process of entering into and filing those agreements with the Commission. 16.Other carriers , including Respondents, did not respond to Qwest's second notice so Qwest sent a third request for negotiations on January 13 , 2006 (for paging providers) or February 2 (for wireless providers). Copies of those requests are attached as Exhibit F and Exhibit G, respectively. These requests for negotiations also included a reference to the website address where the current template agreement could be located. 17.Respondents still failed to respond to Qwest's requests for negotiation, so Qwest sent yet another request to wireless and paging carriers on February 21 , 2006. A copy of that PETITION FOR APPROV AL OF INTERCONNECTION AGREEMENTS TO IMPLEMENT FCC RULING IN T-MOBILE ORDER - 5 - request is attached as Exhibit H. Again, Qwest provided Respondents with the website address for the current template agreement. 18.Qwest followed up on these email notices with telephone calls to Respondents when a contact and phone number could be identified. 19.Also, during this timeframe, Qwest conducted teleconference negotiation sessions on November 16 , and December 7 2005 for paging providers and on December 8, 2005 for wireless providers.Qwest made several changes and updated the negotiation template agreement in response to concerns raised by the providers attending those sessions. Unresolved Issues 20.Pursuant to 47 USC ~ 252(a)(2)(A), a party petitioning for arbitration or approval of an interconnection agreement is ordinarily required to submit a list or matrix of unresolved issues from their negotiations. That is impractical in this case. 21.In this case, apart from Respondents' failure to respond to Qwest's many invitations for negotiations, there are no unresolved issues, precisely because of Respondents failure to negotiate in good faith, or even at all. Thus, Qwest is not aware of any disputes or unresolved issues with respect to the proposed agreement. Request for Arbitration and Approval Without Disputed Issues 22.Section 252 of the Act and 47 CFR ~ 20.11 both impose on Respondents a duty to negotiate in good faith in response to the several requests for negotiation described above. Respondents' failure even to respond during an extended negotiation window violates this duty. 23.Because of the Respondents ' violation of their duty to negotiate in good faith Qwest asks that Respondents be barred from raising any disputed issues in response to this PETITION FOR APPROVAL OF INTERCONNECTION AGREEMENTS TO IMPLEMENT FCC RULING IN T-MOBILE ORDER - 6 - Petition. If any Respondent is allowed to raise disputes now, the statutory duty to negotiate in good faith would be rendered meaningless, and Respondents would be allowed to subvert the entire scheme for negotiation and arbitration set up in the Act. 24.Thus, Qwest requests that the Commission approve the agreement attached as Exhibit A as an interconnection agreement between Qwest and the Type 1 wireless carriers identified in paragraph 2 above, and approve the agreement attached as Exhibit as an interconnection agreement between Qwest and the paging carriers identified in paragraph 3, as written, without changes or disputed issues. 25.While Qwest asks that Respondents be barred from raising any disputed issues in response to this Petition, Qwest does not ask the Commission to neglect its duties under section 252 of the Act to ensure that the agreements attached as Exhibits A and meet the requirements of section 251 of the Act, including the regulations prescribed by the FCC pursuant to section 251, or any other requirements within the Commission s state law authority that are consistent with the Act and FCC regulations, as permitted under section 252( e )(3) of the Act. 26.Indeed Exhibits A and B fully comply with sections 251 and 252 of the Act applicable state laws and the orders of this Commission, and are consistent with the Mobile Order. The agreements are not discriminatory, and are consistent with the public interest convenience, and necessity. 27.The Mobile Order requires Qwest to enter interconnection agreements with wireless and paging providers - and forbids the use of tariffs - to set the terms and conditions for the termination of traffic originated by these carriers. Pursuant to paragraph the Mobile Order 47 CFR ~ 20., and 47 CFR 51.715(c), the interim arrangements for pricing have governed the exchange of traffic between Qwest and the Respondents thus far and will continue to apply PETITION FOR APPROVAL OF INTERCONNECTION AGREEMENTS TO IMPLEMENT FCC RULING IN T-MOBILE ORDER - 7 - during the pendency of this proceeding, but may expire with this Commission s order either approving or rejecting the proposed agreements. Thus, if the Commission will not approve the agreements, Qwest will be forced to discontinue service to Respondents until an appropriate interconnection agreement can be negotiated, approved, and filed. Qwest has taken every step possible to avoid such a drastic result, but cannot provide termination services to Respondents without an approved, filed agreement or catlog/tariff.. WHEREFORE Qwest respectfully requests that this Commission: Conduct an arbitration pursuant to section 252(b) of the Act; Bar Respondents from raising disputed issues in this arbitration as a consequence of their failure to negotiate in good faith as required by the Act; Find that Qwest's proposed interconnection agreements contained in Exhibits A and B are consistent with applicable law and commercially reasonable; Issue an Order adopting and approving the proposed agreements contained Exhibit A as an interconnection agreement between Qwest and the Type 1 wireless provider Respondents identified in paragraph 2 of this Petition; Issue an Order adopting and approving the proposed agreements contained Exhibit B as an interconnection agreement between Qwest and the paging provider Respondents identified in paragraph 3 of this Petition; and Grant Qwest such other and further relief as may be necessary. DATED this 17th day of March, 2006. Respectfully submitted PETITION FOR APPROVAL OF INTERCONNECTION AGREEMENTS TO IMPLEMENT FCC RULING IN T-MOBILE ORDER - 8 - Mary S. Hob (ISB. No. 2142) 999 Main. S . e 1103 Boise, ID 83702 Adam L. Sherr Corporate Counsel, Qwest 1600 7th Avenue, Room 3206 Seattle, W A 98191 Attorneys for Qwest Corporation CERTIFICATE OF SERVICE I do hereby certify that a true and correct copy of the foregoing QWEST CORPORATION' Petition for Approval of Interconnection Agreements to Implement FCC Ruling in T -Mobile Order was served on the 17th day of March, 2006 on the following individuals: Jean D. Jewell Idaho Public Utilities Commission 472 West Washington Street O. Box 83720 Boise, ill 83702 Telephone (208) 334-0300 Facsimile: (208) 334-3762 iiewell0!puc.state.id. Hand Delivery U. S. Mail Overnight Delivery Facsimile Email Weldon Stutzman Idaho Public Utilities Commission 472 West Washington Street O. Box 83720 Boise, ill 83702 Telephone (208) 334-0300 Facsimile: (208) 334-3762 Hand Delivery U. S. Mail Overnight Delivery Facsimile Email Mountainland Communications, Inc. dba Earl's Distributing, Inc. c/o Dean Dalling 525 Park Ave Idaho Falls , ID 83402 Hand Delivery U. S. Mail Overnight Delivery Facsimile Email PETITION FOR APPROVAL OF INTERCONNECTION AGREEMENTS TO IMPLEMENT FCC RULING IN T-MOBILE ORDER - 9 - GEM State Communications, Inc. dba Idaho Communications c/o Kirby L. Ortiz 1976 Century Way Boise, ID 83709 Idaho Mobile Telephone a/k/a Idaho Phone Service, Inc. aJk/a Idaho Mobilephone aJk/a Idaho Mobile Phone Service, Inc c/o Donald Keeler 7478 Lemhi Boise, ID 83706 J J C, Inc. dba Intermountain Communications c/o James E. Monroe III 808 N 4th St Coeur D' Alene, ID 83814 Hand Delivery U. S. Mail Overnight Delivery Facsimile Email Hand Delivery U. S. Mail Overnight Delivery Facsimile Email Hand Delivery U. S. Mail Overnight Delivery Facsimile Email Radio Service Company c/o Dale D. Avery 659 So. 3000 Burley, ID 83318 Hand Delivery U. S. Mail Overnight Delivery Facsimile Email Teton Communications, Inc. c/o Richard E. Halla 545 S. Utah Avenue Idaho Falls, ID 83401 Hand Delivery U. S. Mail Overnight Delivery Facsimile Email PETITION FOR APPROVAL OF INTERCONNECTION AGREEMENTS TO IMPLEMENT FCC RULING IN T-MOBILE ORDER - 10- Exhibit A Due to duplication difficulties Exhibit A will be provided under separate cover Exhibit B Paging Type 1 Exhibit A Idaho Select the appropriate type of contract below.EAS Local Traffic Reciprocal For cost docket changes, leave blank:Compensation Election Paaina Traffic Entrance Facilitv & Trunkina Charaes AnalO!! Wire Analog Channels, 1-Way In (Land to Mobile)MTZ1X $0,$0, Wire Analog Channels, 1-Way In (Land to Mobile)MTJ1X $0,$0. Diaital Wire Digital Channels, 1-Way In (Land to Mobile)M4W1X $0. Entrance Facility DS1 Level MF31X $0.$0. DS3 Level MF33X $0,$0. Intentionally Left Blank Connectivilv Analog, per Analog Channel CK6AX $0. DS1 Level, per DS1 Facility CK61X $0. DS1 Activated on a DS3 Facility, per DS1 Activated CK61X $0. Channel Pertonnance Loop Start PM2GG $0, 5.2 Ground Start PM2HG $0. Loop with Reverse Battery PM2JG $0. Dedicated Transport Recurrina Charaes DSO Over 0 to 8 Miles JZ3TA $0.$0, XU2T1 Over 8 to 25 Miles JZ3TB $0.$0, XU2T2 Over 25 to 50 Miles JZ3TC $0,$0. XU2T3 1.4 Over 50 Miles JZ3TD $0.$0. XU2T4 DS1 1.2,Over 0 to 8 Miles JZ3JA $0.$0, XUWJ1 Over 8 to 25 Miles JZ3JB $0.$0, XUWJ2 1.2,Over 25 to 50 Miles JZ3JC $0.$0. XUWJ3 2.4 Over 50 Miles JZ3JD $0,$0, XUWJ4 Multiplexing DS1 to DSO MXG1X $0.$0. 4.5,6.2 DS3 to DS1 MXG3X $0,$0, Dial Outoulsina Per Each 1-Wav In or 2-Wav Channel (Land to Mobile) Analog 2-Wire OUPAX $0. Analog 4-Wire OUPDX $0. Digital OUPDX $0, Operational Support Systems Development and Enhancements, per Order URCTC $0, Ongoing Maintenance, per Order URCTD $0. Owest Idaho 1 st Revision April 29, 2005 Page 1 of 2 Daily Usage Record File, per Record Paging Type 1 Exhibit A Idaho NOTES: Unless otherwise indicated, all rates are pursuant to Idaho Public Utilities Commission dockets listed below: B: Cost Docket OWE-01-, Order No, 29408 (January 5,2004) Rates effective January 5, 2004 * Type 1 land to pager traffic will be exchanged on a bill and keep basis between the Parties. Owest Idaho 1st Revision April 29, 2005 $0,000000 $1,851. Page20f2 TYPE 1 and TYPE 2 PAGING CONNECTION SERVICE AGREEMENT This Type 1 and Type 2 Paging Connection Service Agreement, together with this signature page, the general terms and conditions, Appendices; and Exhibits attached hereto and incorporated herein (collectively, the "Agreement"), is between Qwest Corporation and Paging Provider, each identified for purposes of this Agreement in the signature block below (collectively, the "Parties ). This Agreement may be executed in counterparts. The undersigned Parties have read and agree to the terms and conditions set forth in the Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives. Qwest Corporation Printed Legal Name Signature Signature Printed Name L. T. Christensen Printed Name Title Director - Interconnection Aareements Title Date Date TYPE 1 and TYPE 2 PAGING CONNECTION SERVICE AGREEMENT between Qwest Corporation And State of (* AGREEMENT NUMBER CDS-(* Table of Contents RESERVATION OF RIGHTS; CHANGES IN THE LAW........................................ 1 SCOPE OF AGREEMENT ....... ........" .......... ............ .......... ............... ...................... 2 DEFINITIONS.........~................................................................................................ 5 4. PAGING TRAFFIC ................................................................................................ 101. SCOPE ......... ..... ....... ..... ..... ....... .............. .......... ..... ....... ....... ..... ....... ..... ........... 102. TYPES OF TRAFFIC ...........................................................................................3. RATE STRUCTURE - TYPE 1 ..............................................................................4. RATE STRUCTURE - TYPE 2 ..............................................................................5. BILLING PARAMETERS.... .......... ..................... ..... ................... ............. .... .......... 136. MISCELLANEOUS CHARGES .............................................................................. 147. EQUIPMENT INTERFACE .................................................................................... 148. COOPERATIVE TESTING.. ................. .......... .... ................................ ....... ......."... 149. NEW OR CHANGES TO PAGING CONNECTION SERVICE; FORECASTING............... 1410. MILEAGE MEASUREMENT ..................................................................................5. INTERCONNECTION FACiliTIES ....................................................................... 151. METHODS OF INTERCONNECTION ......................................................................2. QUALITY OF INTERCONNECTION ........................................................................6. TYPE 2 COMPENSATION FOR DELIVERY OF QWEST ORIGINATED TRAFFIC16 RESERVED FOR FUTURE USE .............................. ............................................ SERVICE IMPAIRMENT. ..... .................... ............... .......... ..... ..... ........ ..... ............. 17 COllOCATION ............ ........ ..... ....... ........ ,.... ............ ..... ............. ...... ...... ............. 18 10. ACCESS TO TELEPHONE NUMBERS ............................................................... 10.NUMBER RESOURCES ARRANGEMENTS. ........................................................... SECTION 11.0 - ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS).............. 11.DESCRIPTION.. ............ ....... ....... ............ ................. ............... ........ ................... 19 11.OSS SUPPORT FOR PRE-ORDERING, ORDERING AND PROVISIONING ................. 20 11.HOURS OF OPERATION ..................................................................................... 21 11.BILLING. ................ ;........ ...... ..... ....... ....... .......... ....... ........ ..................... ........... 21 11.OUTPUTS ............ ............ ........ ............ ............................".... ........................... 21 11.MODIFICATIONS TO OSS INTERFACES............................................................... 21 11.PAGING PROVIDER RESPONSIBILITIES FOR IMPLEMENTATION OF OSS INTERFACES22 11.WHOLESALE SERVICES (WS) SYSTEMS HELP DESK .........................."............. 22 11.INTENTIONALLY lEFT BLANK ............................................................................ 23 11.10 COMPENSATION/COST RECOVERY.................................................................... 23 12. TERM OF AGREEMENT ...................................................................................... 23 13.PAYMENT .......... .............. .......... ........ ....... ..... ........"............ ..............." ........ ........ 23 January 6, 2006fType 1 & 2 Paging Model AgrmU (*1)/(* Agreement Number CDS-(* 14. MISCELLANEOUS TERMS ............. ........ ................. ........ ........ ............................ 24 14.1. GENERAL PROVISIONS ..................................................................................... 14.3. TAXES... ..... ....... .............. ..... .............. ..... ..... .......... ....... .......... ............ ..... ........ 25 14.4. FORCE MAJEURE ... ............ ........... ...... ............ ..... .;. .... .......... ............ ....... ........ 26 14.5. LIMITATION OF LIABILITY .................................................................................. 26 14.6. INDEMNITY. ................... ....... ............ ........................... ....... .......... ....... ....... ...... 27 14.7. INTELLECTUAL PROPERTY ................................................................................ 28 14.8. WARRANTIES ................................................................................................... 14.9. ASSIGNMENT .......... ....... .................... ......... ..... ..... ....... ..... ........., ...................... 29 14.10. DEFAULT ................. ...... ........ .......... .......... ................ ........ .............. ....... ...... 31 14.11. DISCLAIMER OF AGENCY............................................................................... 31 14.12. NONDISCLOSURE ........ ................. .... ............... ...................... ......... .......... ..... 14.13. SURVIVAL .... .......................... ......... ...... .............. ..... ....... ............ ........ .......... 33 14.14. DISPUTE RESOLUTION ................................................................................... 33 14.15. CONTROLLING LAw ....................................................................................... 34 14.16. JOINT WORK PRODUCT ................................................................................. 34 14.17. RESPONSIBILITY FOR ENVIRONMENT ALCONT AMINATION ....................."........ 34 14.18. NOTICES. ...................... ............ ..........,...... ..................... ........ ......... ....... ...... 34 14.19. RESPONSIBILITY OF EACH PARTY .................................................................. 35 14.20. No THIRD PARTY BENEFICIARIES .................................................................. 35 14.21. REFERENCED DOCUMENTS............................................................................ 36 14.22. PUBLICITY..................................................................................................... 14.23. AMENDMENT ................................................................................................. 14.24. EXECUTED IN COUNTERPARTS.. ....... .............. ..... "'" ............................. ......... 36 14.25. HEADINGS OF NO FORCE OR EFFECT............................................................. 36 14.26. REGULATORY ApPROVAL .............................................................................. 36 14.27. COMPLIANCE ...... ..... ..... .......... ....... ..... ""."" ..... ............................... ........ ..... 37 14.28. COMPLIANCE WITH THE COMMUNICATIONS ASSISTANCE LAw ENFORCEMENT ACT OF 1994 ("CALEA" ) ...................................................... ~...................................... 37 14.29 COOPERATION ....... ..... ....... ............... ......... ..... .......... ................. ............ .......... 37 14.30. AVAILABILITY OF OTHER AGREEMENTS ......................................................... 37 14.31. ENTIRE AGREEMENT ..................................................................................... 37 15. BONA FIDE REQUEST ........................................................................................ 37 16.CONSTRUCTION CHARGES .............................................................................. APPENDIX A - RATES AND CHARGES DESCRIPTION ............................."............... APPENDIX B - TYPE 2 PAGING CONNECTION SERVICE.......................................... 48 REIMBURSEMENT FOR TERMINATING TYPE 2 QWEST ORIGINATED TRAFFIC. 50 Exhibit A - Rate Sheets January 6, 2006/Type 1 & 2 Paging Model Agrmt/ (*1 )/(* Agreement Number CDS-(*3) TYPE 1 and TYPE 2 PAGING CONNECTION SERVICE AGREEMENT This Type 1 and Type 2 Paging Connection Service Agreement is between and Owest Corporation ("Owest"), a Colorado corporation, and (*1), ("Paging Provider"), incorporated in the State of Paging Provider is licensed to provide paging services by the Federal Communications Commission ("FCC"). Owest and Paging Provider both are engaged in providing telecommunications and other services and have agreed to connect their facilities for the purpose of delivering land to pager traffic. WHEREAS, Paging Provider is a Commercial Mobile Radio Service provider under the Communications Act of 1934 , as amended (the "Act") licensed by the Federal Communications Commission ("FCC" WHEREAS, Owest is an incumbent local exchange carrier ("ILEC" NOW THEREFORE each Party, intending to be legally bound , hereby covenants and agrees as follows: RESERVATION OF RIGHTS; CHANGES IN THE LAW The provisions in this Agreement are intended to be in compliance with and based on the existing state of the law, rules, regulations and interpretations thereof, including but not limited to state rules, regulations, and laws, as of March , 2005 (the Existing Rules). Nothing in this Agreement shall be deemed an admission by Owest or Paging Provider concerning the interpretation or effect of the Existing Rules or an admission by Owest or Paging Provider that the Existing Rules should not be changed , vacated, dismissed, stayed or modified. Nothing in this Agreement shall preclude or estop Owest or Paging Provider from taking any position in any forum concerning the proper interpretation or effect of the Existing Rules or concerning whether the Existing Rules should be changed, vacated, dismissed, stayed or modified. To the extent that the Existing Rules are vacated, dismissed, stayed or materially changed or modified, then this Agreement shall be amended to reflect such legally binding modification or change of the Existing Rules. Where the Parties fail to agree upon such an amendment within sixty (60) Days after notification from a Party seeking amendment due to a modification or change of the Existing Rules or if any time during such sixty (60) Day period the Parties shall have ceased to negotiate such new terms for a continuous period of fifteen (15) Days, it shall be resolved in accordance with the Dispute Resolution provision of this Agreement. It is expressly understood that this Agreement will be corrected, or if requested by Paging Provider, amended as set forth in this section , to reflect the outcome of generic proceedings by the Commission for pricing, service standards, or other matters covered by this Agreement. Any amendment shall be deemed effective on the effective date of the legally binding change or modification of the Existing Rules for rates, and to the extent practicable for other terms and conditions, unless otherwise ordered. Where a Party provides notice to the other Party within thirty (30) Days of the effective date of an order issuing a legally binding change, any resulting amendment shall be deemed effective on the effective date January 6, 2006/Type 1 & 2 Paging Model AgrmtJ (*1 )/(* Agreement Number CDS-(* of the legally binding change or modification of the Existing Rules for rates, and to the extent practicable for other terms and conditions, unless otherwise ordered. In the event neither Party provides notice within (thirty) 30 Days, the effective date of the legally binding change shall be the Effective Date of the amendment unless the Parties agree to a different date. During the pendency of any negotiation for an amendment pursuant to this Section, the Parties shall continue to perform their obligations in accordance with the terms and conditions of this Agreement. For purposes of this section, "legally binding" means that the legal ruling has not been stayed, no request for a stay is pending, and any deadline for requesting a stay designated by statute or regulation, has passed. In addition to, but not in limitation of, Section 1.1. above, nothing in this Agreement shall be deemed an admission by Owest or Paging Provider concerning the interpretation or effect of the FCC's decision and rules adopted in In the Matter of Review of the Section 251 Unbundling Obligations of Incumbent Local Exchange Carriers; Implementation of the Local Competition Provisions of the Telecommunications Act of 1996; Deployment of Wireline Services Offering Advanced Telecommunications Capability, CC Docket Nos. 01-338, 96-98 and 98-147, nor rules, regulations and interpretations thereof, including but not limited to state rules, regulations, and laws as they may be issued or promulgated regarding the same ("Decision(s)" ). Nothing in this Agreement shall preclude or estop Owest or Paging Provider from taking any position in any forum concerning the proper interpretation or effect of Decisions or concerning whether the Decision should be changed , vacated, dismissed, stayed or modified. SCOPE OF AGREEMENT This Agreement covers Type 1 and Type 2 Paging Connection Service which consists only of those one-way, intraLATAlintrastate, land-to-pager trunks which deliver calls from Owest's End Users to Paging Provider s POCo Upon Commission approval of this Agreement, Owest shall provide these trunks to itself within the local calling area, without charge to the Paging Provider except as defined in Sections 4.3 and 4.4. These trunks shall receive all incoming paging calls at Owest's Local Tandem, LATA Tandem, or Wire Center/End Office serving the geographic area in which Paging Provider's POC is located and shall deliver paging traffic to Paging Provider POC(s). This Agreement includes all . accompanying appendices and attachments. Facilities for Delivery of Third Party Traffic Owest will deliver calls it receives for Paging Provider from a third party carrier to Paging Provider s POC over the same facilities and trunks used to deliver Owest's End User originated paging traffic. Facilities for Delivery of Enhanced Services Traffic This Agreement recognizes the unique status of traffic delivered to enhanced service providers. For purposes of this Agreement, Enhanced Services traffic such as voice-mail is not Compensable Traffic. Additionally, traffic originated by one Party, and delivered to the other Party, which in turn delivers the traffic to an Internet Service Provider (a) shall be deemed interstate in January 6, 2006/Type 1 & 2 Paging Model AgrmU (*1 )/(* Agreement Number CDS-(* 2.4 nature , (b) shall not qualify as Compensable Traffic under this Agreement, and (c) Qwest shall not be obligated to deliver such traffic to Paging Provider under this Agreement. In the performance of their obligations under this Agreement, the Parties shall act in good faith and consistently with the intent of the Act. Where notice, approval or similar action by a Party is permitted or required any provision of this Agreement, (including, without limit, the obligation of the Parties to further negotiate the resolution of new or open issues under this Agreement) such action shall not be unreasonably delayed, withheld or conditioned. Because Type 1 and Type 2 Paging Connection Service is provided by Qwest to Qwest, all orders for Type 1 and Type 2 Paging Connection Service are placed by Qwest at its sole discretion. Paging Provider is not authorized and shall not attempt to place orders to any telecommunications carrier for or on behalf of Qwest. Paging Provider agrees to pay Qwest for all telecommunications services it orders requests on its own behalf from Qwest pursuant to applicable federal and state tariffs or separate written agreements. Qwest will not permit its own End Users to use Type 1 Paging Connection Service to deliver traffic to Paging Provider Enhanced Services operations, if any, where such Enhanced Services operations constitute Paging Provider s primary business. Paging Provider shall not assign numbers associated with Type 1 or Type 2 Paging Connection Service to its Enhanced Services operation that constitute a primary business. This Agreement does not cover delivery of traffic from Paging Provider's network to Qwest's network. Should Paging Provider desire to deliver traffic to Qwest, the Parties shall negotiate in good faith a separate agreement for two way traffic exchange. However, such an agreement shall not supersede, amend or terminate this Agreement without the Parties' express written instruction. Delivery of Paging Traffic 1. Qwest's Type 1 and Type 2 Paging Connection Service delivers paging traffic to the Paging Provider s POC(s) as identified in Appendix B. 2. Pursuant to joint planning as specified in the Forecasting section of this Agreement, Qwest alone shall determine all aspects and elements of the Type 1 and Type 2 Paging Connection Service facilities that it provides itself, including, but not limited to, design location quantities, distance etc. Qwest shall base this determination on the minimum requirements specified by the Act the FCC rules, as well technical and economic efficiency considerations, e., network requirements. Qwest shall monitor its usage on Type 1 and Type 2 Paging Connection Service and will reconfigure trunk groups as it deems necessary. Qwest reserves the right to review, revise or modify its Type 1 and Type 2 Paging January 6, 2006/Type 1 & 2 Paging Model AgrmU (*1 )/(* Agreement Number CDS-(* Connection Service at any time for any lawful business reason. All circuits and equipment provided by Owest will always be wholly owned and operated by Owest. Owest agrees to establish and maintain facilities based on appropriate industry standards. 3. Notwithstanding the other provisions of this Agreement, Owest agrees that it will not modify or revise existing facilities used to provide its Paging Connection Service for a period of ninety (90) days from the Effective Date of this Agreement. 6.4. Paging Providers and Owest's equipment and systems will be compatible, and will be consistent with normally accepted industry standards as defined in Telcordia Technical Reference GR-145- CORE entitled "Compatibility Information for Interconnection of a Wireless Services Provider and a Local Exchange Carrier Network"1. Paging Provider will provide a voice intercept announcement or distinctive signals to the calling party when a call is directed to a number that is not assigned.2. When Owest is not able to complete calls because of malfunction, Owest will provide proper voice announcement or distinctive signals to the calling party advising that the call cannot be completed. 6.4.3. Paging Provider and Owest will provide supervisory tones or voice announcements to the calling party on all calls, consistent with standard industry practices. 6.4.4 Paging Provider shall provide a sufficient quantity of equipment ports to accommodate the number of trunks provided by Owest. Type 1 and Type 2 Paging Connection Service shall be provided upon Commission approval of this Agreement. Type 1 Paging Connection Service 1 . Paging Provider may designate new or additional POCs anywhere within the LATA in Owest territory. Intentionally Left Blank If Paging Provider has any full NXX codes deployed using a Type 1 connection , Paging Provider will take reasonable steps to convert these to a Type 2 connection within a reasonable period of time after the Approval Date hereof. Type 2 Paging Connection Service Within a LATA, Paging Provider may designate multiple POCs at which it wishes to receive paging traffic from January 6, 2006/Type 1 & 2 Paging Model Agrmtl 1)/(* Agreement Number CDS-(* Qwest. Each such POC shall receive traffic from the Qwest Local Tandem, LATA Tandem , or Wire Center/End Offices serving the geographic area in which the POC is located. Type 2 Paging Connection Service shall never extend beyond the boundaries of the geographic area of Qwest's Wire Center/EndOffice/Tandem serving Paging Provider s POCo Qwest shall not be responsible for providing, maintaining or paying for facilities used to connect Paging Provider POC(s) to Paging Provider s equipment or network. 8. This Agreement is only for the delivery of land-to-pager traffic from Qwest to Paging Provider s POC and is not an undertaking by. either Party to provide the services of the other. 9. Any proposed post-installation changes of systems, operations or services which would materially affect the other Party s system, operation or services must be coordinated with the other Party by giving as much advance notice as is reasonable, and in no event in less than ninety (90) days, of the nature of the changes and when they will occur. Non recurring charges incurred due to Paging Provider's relocation or equipment change will be paid in advance by Paging Provider to Qwest.10. If the authorized service areas of Qwest or Paging Provider change, the Parties agree to negotiate any necessary modifications to this Agreement in good faith. DEFINITIONS 1. "Act" means the Communications Act of 1934 (47 U.C. 151 et.seq.), as amended by the Telecommunications Act of 1996, and as from time to time interpreted in the duly authorized rules and regulations of the Courts, FCC or competent regulatory bodies. Reserved For Future Use. 3. "Calling Party Number" or "CPN" is a Common Channel Signaling CCS") parameter which refers to the number transmitted through a network identifying the calling party. Reference Qwest Technical Pub. 77342. 3.4. "Central Office Switch" means a switc~ used to provide telecommunications services, and includes End Office Switches and Tandem Office Switches. 3.4.1. "End Office Switches" which are used to terminate customer station loops for the purpose of interconnecting to each other and to trunks; and 2. "Tandem Office Switches" are switches that are used to connect and switch trunk circuits between and among other End Office Switches. Access Tandems ("Access Tandems ) exchange access traffic, Toll January 6, 2006/Type 1 & 2 Paging Model AgrmU (*1 )/(* Agreement Number CDS-(* Tandems ("Toll Tandems ) exchange intraLATA toll traffic and Local Tandems exchange EAS/Local traffic. 5. "Collocation" is an arrangement where space is provided in a Owest Central Office for the placement of (Paging-Provider)'s transmission equipment to be used for the purpose of Interconnection with Owest Unbundled Network Elements or Local Interconnection Service. Owest offers four Collocation arrangements: Virtual Collocation, Physical Collocation , Cageless Physical Collocation and Interconnection Distribution Frame (lCDF) Collocation. 6. "Commercial Mobile Radio Service" ("CMRS") is a mobile service that is: (a)(1) provided for profit; (2) an interconnected service; and (3) available to the public, or to such classes of eligible users as to be effectively available to a substantial portion of the public; or (b) the functional equivalent of such a mobile service described in (a) above. 7. "Commission" means the state regulatory agency with lawful jurisdiction over telecommunications. 8. "Common Channel Signaling" or "CCS" means a method of digitally transmitting call set-up and network control data over a special signaling network fully separate from the public voice switched network elements that carry the actual call. The CCS protocol used by the Parties shall be Signaling System 7. 9. "Compensable Traffic" means the portion of all traffic delivered by Owest to Paging Provider upon which terminating compensation is to be paid, if any, as set forth in Appendix A. 10. "Dial Tone Office" means the Owest Central Office in which the DID numbers assigned to the Paging Provider are housed, which may be different than the Serving Wire Center. 11. "Digital Signal Level" means one of several transmission rates in the time division traffic aggregation hierarchy. 11.1. "Digital Signal Level 0" or "DSO" is the 64 KBPS worldwide standard speed for digitizing one voice conversation using pulse code modulation. There are 24 DSO channels in a DS1. 11.2. "Digital Signal Level 1" or "DS1" means the 1.544 MBPS first-level signal in the time-division traffic aggregation hier~rchy. In the time- division traffic aggregation hierarchy of the telephone network, DS1 is the initial level of traffic aggregation. 11.3. "Digital Signal Level 3" or "DS3" means the 44.736 MBPS third- level signal in the time-division traffic aggregation hierarchy. In the time- division traffic aggregation hierarchy of the telephone network, DS3 is defined as the third-level of traffic aggregation. 12. "End User(s)" means a third-party (residence or business) that subscribes to Telecommunications Services provided by either of the Parties. January 6, 2006fType 1 & 2 Paging Model Agrmtl (*1 )/(* Agreement Number CDS-(*3) 13. "Enhanced Services" are services offered over common Paging Provider transmission facilities used in communications, which employ computer processing applications that act on the format, content, code, protocol or similar aspects of the subscriber s transmitted information; provide the subscriber additional , different or restructured information; or involve subscriber interaction with stored information. Enhanced Services includes, but is not limited to, internet traffic and voicemail. 14. "FCC" means the Federal Communications Commission and any successor federal agency that performs the same or substantially the sameregulatory functions. 15. "Interexchange Carrier" or "IXC" means a carrier that provides, directly or indirectly, interLATA or intraLATA Telephone Toll Services. 16. "lnterLATA" is telecommunications between a point located in a LATA anda point located outside such LATA. 17. "lntraLATA" is telecommunications between two points located within a single LATA. 18. "lntraLATA Toll" is defined in accordance with Owest's IntraLATA toll serving areas, as determined by the state Commission. 19. "LATA Tandem" will have the same meaning as 'Toll Tandem" in the context ofthis Agreement. 20. "Local Access and Transport Area (LATA)" means a contiguous geographic area: (a) established before the date of enactment of the Telecommunications Act of 1996 by a Bell operating company such that no exchange area includes points within more than one metropolitan statistical area consolidated metropolitan statistical area, or State , except as expressly permitted under the AT&T Consent Decree; or (b) established or modified by a Bell operating company after such date of enactment and approved by the FCC 21. "Local Calling Area" or "LCA" is a geographic area defined either by the MTA or the Owest Extended Area Service (EAS) boundaries. 21.1. "MTA/Local" means the geographic area defined by the MTA within which Paging Provider provides CMRS services. Traffic excluded from MT A/Local includes roaming traffic, as defined in the FCC First Report and Order 96-325 47CFR 51701 (b) (2), and Switched Access traffic. 21.2. "Extended Area Service (EAS)/Local Traffic" means the geographic area defined by the EAS boundaries as determined by the Commission and defined in Owest's Local and/or General Exchange Service Tariff within which LEC customers may complete a landline call without incurring toll charges. Traffic rated and routed within the same EAS boundary is considered to be EAS/Local for purposes of this Agreement. January 6, 2006/Type 1 & 2 Paging Model Agrmt! (*1 )/(* Agreement Number CDS-(* 22. "Local Tandem" is a Owest switching system that switches calls to and from end offices within the state Commission defined wireline Local Calling Area for call completion. 23. "MT A" or Major Trading Area" is a geographic area established in Rand McNally s Commercial Atlas and Marketing Guide, as modified and used by the FCC in defining CMRS license boundaries for CMRS providers for purposes of Sections 251 and 252 of the Act. 24 "Miscellaneous Charges" mean charges that Owest may assess in addition to recurring and nonrecurring rates set forth in Exhibit A, for activitiesPaging Provider requests Owest to perform activities Paging Provider authorizes, or charges that are a result of Paging Providers actions, such as cancellation charges, expedite charges, and charges for additional labor and maintenance. Miscellaneous Charges are not already included in Owest' recurring or nonrecurring rates. Miscellaneous Charges are listed in the applicable tariff, catalog, or price list. 25. "Network Access Channel" or "NAC" means the dedicated facility between the Paging Provider s P~C and the Owest Serving Wire Center. The Channel is a DSO level connection and Channel Facility is either a DS1 or DS3 level connection.. NAC is also commonly referred to as an Entrance Facility. 26. "Non-Local" is traffic that is interMTA, roaming, and/or Switched Access traffic. For traffic delivered to Paging Provider, Non-Local includes all traffic carried by an IXC, traffic destined for Paging Provider s subscribers that are roaming in a different MTA, and alllnterMTA/lntraLATA traffic. 27. "North American Numbering Plan" or "NANP" means the numbering plan used in the United States that also serves Canada, Bermuda, Puerto Rico and certain Caribbean Islands. The NANP format is a 10-digit number that consists of a 3-digit NPA code (commonly referred to as the area code), followed by a 3- digit NXX code and 4-digit line number. 28. "NXX" means the fourth, fifth and sixth digits of a ten-digit telephone number, and designates a Central Office Code 29. "Order" means any order, writ, injunction, decree, stipulation, decision, or award entered or rendered by the Commission or the FCC. 30. "Party" means either Owest or Paging Provider and "parties" means Owest and Paging Provider. 31. "Point of Connection" or "POC" is the connection point(s) between Paging Provider and Owest; the technical interface(s), test point(s) and point(s) for operational division of responsibility. Paging Provider must have at least one physical P~C in each LATA, and within Owest serving territory, where Paging Provider provides CMRS service. Additional pac's may be established as described in Section 5 of this Agreement. 32. "Rate Center" means the specific geographic point (the "Rating Point") January 6, 2006/Type 1 & 2 Paging Model Agrmtl (*1 )/(* Agreement Number CDS-(* and corresponding geographic area that are associated with one or more particular NPA-NXX codes that have been assigned to a telecommunications carrier. The geographic point is identified by a specific vertical and horizontal ("V & H") coordinate that is used, in conjunction with the V & H coordinate of other rate centers, by Owest to calculate distance-sensitive rates for End User traffic. 33. "Serving Wire Center" (SWC) denotes the Owest office from which dial tone for local exchange service will, absent special arrangements, be provided to Owest End Users. 34 "Signaling Transfer Point" or "STP" means a signaling point that performs message routing functions and provides information for the routing of messages between signaling end points. An STP transmits, receives and processes Common Channel Signaling ("CCS") messages. 35. "Switched Access Traffic or InterLATA Toll Traffic" as specifically defined in Owest's state and interstate switched access tariffs , enters the Owest network at the IXC point of presence, and is delivered to the Paging Provider s pagingterminal. 36. "Tariff" as used throughout this Agreement refers to Owest interstate tariffs and state tariffs, price lists, price schedules and catalog, as listed on the website httplltariffs.uswestcom/", and service agreements , as further identified in Appendix A. 37. "Telecommunications Services means the offering 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. 38. "Third Party Traffic" means both Transit Traffic and Non-Local Traffic. 39 "Traffic Type" is the characterization of traffic as "local" (local includes EAS), "toll" traffic outside of the incumbent local exchange carrier s Local Calling Area established by the applicable tariffs, or Transit Traffic as defined below. 3.40. "Transit Traffic" is traffic that originates with a telecommunications carrier other than Owest that transits Owest's network and is delivered to the Paging Provider s POCo The sending and receiving parties are not End Users of Owest, the transiting tandem telecommunications carrier. 3.41. "Trunk Group" is a set of trunks of common routing origin an9 destination and which serve a like purpose or function. 3.42. "V and H Coordinate" means vertical and horizontal geographical cross points on a map used to determine distance. 3.43. "Wire Center" denotes a building or space within a building, that serves as an aggregation point on a given Paging Provider s network, where transmission facilities are connected or switched. Wire Center can also denote a building where one or more central offices, used for the provision of Basic Exchange Telecommunications Services and access services, are located. A Serving Wire January 6, 2006fType 1 & 2 Paging Model Agrmt! (*1 )/(* Agreement Number CDS-(* Center typically serves a specific geographic area. 3.44. "Wireless Service Request" or "WSR" means the standard forms and. supporting documentation used for requesting Wireless Services. The WSR will be used to request trunking and facilities between Paging Provider and Qwest for Wireless Interconnection Service. 3.45. Terms not otherwise defined here, but defined in the Act or in regulations implementing the Act, shall have the meaning defined there. PAGING TRAFFIC Scope 1. Traffic exchange covered by this Agreement is for one-way paging service only. Other services are covered by separate contract, tariff or price lists. 2. Type 1 Paging Service is a one-way final route trunk group between Qwest's Serving Wire Center, or in some circumstances the Dial Tone Office, and Paging Providers' POC(s). 1.2.1. Qwest provides the following: the transmission medium; signaling and supervision. Maintenance and restoral are provided as detailed in the applicable sections of the state tariffs. Restoral is subject to the terms of the TelecommunicationsService Priority System (TSP) for National Security and Emergency Preparedness Telecommunication (FCC #1 , Section 10.10). 3. Type 2 Service is a orie-way intraLA T Alintrastate final route Trunk Group between Qwest's Local and LATAlToll Tandems (Type 2A) and End Office Switches (Type 2B) and a Paging Provider Point of Connection (POC). Each Type 2 Paging Service arrangement requires connection to both the Qwest Local and LATAlToll Tandems which serve the Rate Center assigned to the Paging Provider s NNX. Additionally, when traffic volumes to an end office reach 512 centum call seconds (ccs), a Type 2B high use trunk group will be required to that end office. When a Local Tandem is not available to provide Type 2A Local trunks, a Type 2B Full Group connection to each End Office within the EAS/Local Calling Area is required Qwest and Paging Provider shall utilize out of band signaling where technically feasible for both Parties. Type 2A and 2B Services are defined in the following paragraphs.1. Type 2A Paging Service is a one-way intraLATA final route trunk group between Qwest's Local and LATAlToll Tandem switches and Paging Providers' POC(s). 1. The Type 2A Local Service connects a Qwest Local Tandem to a Paging Provider s POC and delivers traffic from NXXs served by the end offices January 6, 2006fType 1 & 2 Paging Model Agrmtl (*1)/(* Agreement Number CDS-(* subtending the Local Tandem to the Paging Provider. 2. The Type 2A LATA/Toll Tandem Service connects Owest LATAlToli Tandem to Paging Provider s pac, and delivers traffic from the subtending End Offices to the Toll Tandem. Wireless Type 2B High Use Service The Type 2B High Use Service is a direct, one-way trunk group connection between Paging Provider s pac and a Owest end office, within the same LATA, with overflow traffic routed over an associated Type 2A trunk group to the Owest designated localtandem. Type 2B High Use service is only available in conjunction with an associated Type 2A service and is offered only where facilities and operating conditions permit. 1. . Pursuant to joint planning as specified in the Forecasting section of this Agreement, Owest will require a Type 2B dedicated (i.e., direct) one-way Primary High Use trunk group from the Paging Provider pac directly to the Owest end office. Type 2B High Use Service is based on forecasted or actual traffic at Paging Provider busy hour in centum call seconds (ccs), where there is a DS1'worth of traffic (512 ccs) between Paging Provider s pac and a Owest end office. During peak busy hours, an associated Type 2A local trunk group accepts overflow traffic from the 2B High Use group.3. Wireless Type 2B Full Group Service The Type 2B Full Group Service is a direct, one-way trunk group connection between Paging Provider s pac and a Owest End Office, within the same LATA. Each 2B Full Group serves only the individual End Office and not the entire EAS/Local Calling Area. There is no overflow capability to an alternative trunk group on a Type 2B direct final full trunk group configuration. Only telephone numbers associated with the Owest End Office and the Paging Provider s P~C are accessible from this trunk group. 1. A Type 2B Full Group connection is required to each End Office in the EAS/Local Calling Area when a Owest Local Tandem is not available. These connections are in addition to the connection to the Owest Toll/LATA Tandem which serves the Rate Center assigned to the Paging Provider s NNX. Types of Traffic 1. The traffic types Owest will deliver to Paging Provider under this Agreement include: January 6, 2006/Type 1 & 2 Paging Model Agrmtl (*)1(*2) Agreement Number CDS-(* 1. EAS/Local as defined in this Agreement. 1.2. IntraLATA Toll as defined in this Agreement. 3. Transit Traffic as defined in this Agreement 1.4. Non-Local traffic as defined in this Agreement. Rate Structure - Type 1 Type 1 land to pager traffic will be exchanged on a Bill and Keep basis between the Parties. This means that the facilities provided by Owest to Paging Provider for traffic originating on or transiting Owest's network from another carrier, will be provided at no charge to Paging Provider and Paging Provider will not bill Owest usage charges for terminating Owest originated traffic. 1. Connection from Serving Wire Center Applicable rate elements for digital service include channel and channel facility, connectivity and dial outpulsing. Applicable rate elements for analog service include channel, connectivity and dial outpulsing. See Billing Parameters for further definitions. The digital option is available only where Owest facilities exist, or where the Paging Provider agrees to pay Special Construction to build necessary facilities. 2. Connection to Distant Dial Tone Office1. Dedicated Transport Applicable rate elements include dedicated transport and channel performance. When the Serving Wire Center is not the Dial Tone Office, Dedicated Transport is the transmission path for the switched traffic from Owest's Foreign Central Office to Owest's Serving Wire Center. The digital option is available only where Owest facilities exist, or where the Paging Provider agrees to pay Special Construction to build necessary facilities. 3.2.2. Traffic Aggregation Traffic aggregation options are available. Rate Structure - Type 2 The Paging Provider will be billed recurring and non-recurring rates for the portion of the Owest facilities used to deliver Third Party Traffic, pursuant to the percentages and rates specified in Appendix A. 1. Connection from Serving Wire Center Applicable rate elements include channel and channel facility. See Billing Parameters for further definitions. 4.4.2. Connection to Tandem or End Office Dedicated Transport January 6, 2006/Type 1 & 2 Paging Model AgrmU (*1 )/(* Agreement Number CDS-(* When the Serving Wire Center of Paging Provider s POC is not collocated with the Local and LATA/Toll Tandems (for 2A Paging Service) or the End Office (for 28 Paging Service), Dedicated Transport rate elements will apply. 4.4.2. Traffic Aggregation Traffic aggregation options are available. Billing Parameters 1. Channel - DSO level. Connection to Paging Provider s Point of Connection from the Serving Wire Center. 2. Channel Facility (for digital service) - DS1 level. Twenty-four digital voice grade channels can be transmitted over one DS1 facility. A full DS1 is necessary for the addition of voice grade channels even if ordered in increments of less than 24. The transmission rate is 1.544 Mbps. 3. Channel Facility (for digital service) - DS3 level. Twenty-eight DS1s, including their associated digital voice grade channels, can be transmitted over one DS3 facility. When using a DS3 traffic aggregation level, a full DS3 is necessary for the addition of DS1 s even if ordered in increments of less than 28. The facility transmission rate is 44.736 Mpbs. 5.4. Channel Performance. Conditioning to extend signaling on a two- wire analog channel when there is dedicated transport. 5. Dedicated Transport.1. With Type 1 Service, when the Serving Wire Center is not the Dial Tone Office, Dedicated Transport is the transmission path for the switched traffic from Owest's distant Central Office to Owest's Serving Wire Center.2. With Type 2 Service, if the Serving Wire Center is not the Owest Local or LATA/Toll Tandem, or the Type28 End Office dedicated transport extends the channels/channel facility from the tandem/end office to the Serving Wire Center. The interoffice facilities can be at a DSO, DS1 or DS3 level. 6. Traffic Aggregation. Traffic aggregation performed at a Owest End Office enables a DS1 Channel Facility or DS1 Dedicated Transport to be connected to a DSO Dedicated Transport System. A DS3 Channel Facility or DS3 Dedicated Transport will be multiplexed down to a DS1 level in order to connect with the digital switch. 7. DID Numbers DID numbers are billed a non-recurring charge pursuant to Section 5.3.4 of the Exchange and Network Services Tariff/Price List/Catalog. January 6, 2006/Type 1 & 2 Paging Model AgrmtJ (*1 )/(* Agreement Number CDS-(* Miscellaneous Charges Miscellaneous Charges mean charges that awest may assess in addition to recurring and nonrecurring rates set forth in Exhibit A, for activities ClEC requests awest to perform, activities ClEC authorizes, or charges that are a result of ClEC's actions, such as cancellation charges expedite charges, and charges for additional labor and maintenance. Miscellaneous Charges are not already included in awest's recurring or nonrecurring rates. Miscellaneous Charges are listed are provided in the applicable tariff, catalog, or price list. Equipment Interface It is the Paging Provider s responsibility to advise awest of the equipment interface to be used at Paging Provider s P~C. The technical requirements for the equipment interface must be selected from those specified in Appendix B. Available equipment interfaces specified in Appendix Bare defined in Telcordia Reference Documents GR-145 - CORE & BR-795-403- 100. Cooperative Testing . During installation, integrity testing, and ongoing maintenance activities, the Parties will cooperate to ensure the integrity of the connection. awest and Paging Provider will each do such maintenance testing and inspection of their own equipment as may be necessary. New or Changes to Paging Connection Service; Forecasting 1. Paging Provider may submit a request for Type 1 or Type 2 Paging Connection Service. When requesting Type 1 or Type 2 Paging Connection Service , Paging Provider shall specify on the Wireless Service Request: 1) the type and. number of channels and channel facilities; 2) the Common language location Identifier (ClLl) codes associated with the P~C and the awest Tandem or End Office; 3) and when applicable, the Wire Center where the traffic aggregation is performed. 2. awest will evaluate the request in accordance with Section 2. of this Agreement. awest shall advise Paging Provider of the analysis of the request. The analysis shall specify awest's conclusions as to whether or not the service request shall be provisioned as requested. 3. Forecasting Either Party shall, at the request of the other Party, participate in joint planning sessions at quarterly intervals. The Paging Provider shall complete the appropriate P~C Forecast Form(s) attached as Appendix B , for each P~C and for each different equipment interface within each pac. Although Paging Provider is required to complete a P~C Forecast formes), such January 6, 2006/Type 1 & 2 Paging Model Agrmt! (*1 )/(* Agreement Number CDS-(* forecasts are not deemed to be orders for or reservation of Owest telecommunications services. Owest may use Paging Provider's forecasts and any other sources of data which Owest independently selects and obtains to help determine the design and configuration of Type 1 and Type 2 Paging Connection Service. Information included in the P~C forecast form is for Owest's planning purposes only. Paging Provider must complete the first P~C Forecast form(s) prior to execution of this Agreement. Thereafter, Paging Provider must complete and send Owest updated P~C Forecast form(s) quarterly. If Owest does not receive an updated form with a new forecast each quarter, then Owest will rely on the last form received. Paging Provider shall submit to Owest a description of anticipated major network projects that could affect Owest; at a minimum, the Paging Provider will provide at least ninety (90) days advance written notice of the nature of the changes and when the change(s) will occur. Major network projects include: shifts in anticipated traffic patterns or other activities that would result in a significant increase or decrease in traffic. These projects shall also include, but are not limited to, issues of equipment types and network capacity, usage, and location. Paging Provider shall attach the above information to the updated P~C Forecast formes) as appropriate. 10. Mileage Measurement 10.1. Where required, the mileage measurement for Type dedicated transport is measured from the V&H coordinates of the Owest Dial Tone Office to the V&H of the Owest Serving Wire Center. 10.2. Where required, the mileage measurement for Type 2 Service facilities and trunks is measured from the V&H coordinates of the Owest Local or LATNToll Tandem or End Office to the V&H coordinates of the Owest Serving Wire Center. INTERCONNECTION FACILITIES Methods of Interconnection The location of the P~C will determine the method of interconnection. The following arrangements for interconnection are available: (1) Network Access Channel; (2) Collocation; (3) Mid-Span Meet facilities. 1. Network Access Channel1. A NAC facility extends from the Serving Wire Center of Owest to the Paging Provider s p~c location. NAC facilities may not extend beyond the area served by Owest's Serving Wire Center. A NAC must always be provisioned with Type 1 and Type 2 Service for connection, identification, and billing purposes. January 6, 2006/Type 1 & 2 Paging Model Agrmtl (*1 )/(* Agreement Number CDS-(* 2. The digital option for NAC is available only where technically feasible or where Paging Provider agrees to pay Construction Charges to build necessary facilities. 2. Mid-Span Meet POI A Mid-Span Meet POI is a negotiated point of connection, limited to the joining of facilities between Owest's switch and the Paging Provider paging terminal. Mid-Span Meet POI may accomplished by the Parties through the negotiation of a separate Agreement. The actual physical point of connection and facilities used will be subject to negotiations between the Parties. Each Party will be responsible for its portion of the build to the Mid-Span Meet POI. 3. Collocation Interconnection may be accomplished through the Collocation arrangements offered by Owest. The terms and conditions under which Collocation will be offered are described in the Collocation section of this Agreement. Quality of Interconnection Owest will provision Paging Connection Service facilities in accordance with current industry standards. TYPE 2 COMPENSATION FOR DELIVERY OF QWEST ORIGINATED TRAFFIC 1. Owest will pay Paging Provider for the transport and termination of Type 2 Compensable Traffic as set forth in Appendix A. The compensation to Paging Provider will be based on an assumed 6,000 minutes of use ("MOUs ) per trunk per billing period. Either Party may adjust the MOUs one time during the term of this Agreement based on the average of three consecutive months of actual data. If the Parties do not agree on the adjusted MOUs, the provisions of the Dispute Resolution section shall apply. Total paging messages shall be converted to MOUs as follows: 1) the number of messages will be aggregated at the end of the billing period by trunk group, 2) the aggregated number of messages will be multiplied by the average hold time in seconds and divided by 60 (to convert to minutes) and 3) the result rounded to the nearest whole minute. In the absence of actual hold time data , it will be assumed that average hold time per paging message is 20 seconds. If the traffic data indicates an under utilization of the installed trunks, Owest may reduce the number of trunks assigned to Paging Provider. 2. Paging Provider will issue a direct bill to Owest for the transport and termination of Type 2 Compensable Traffic based on the sample invoice in Appendix C. This sample invoice shall also display any additional requirements January 6, 2006/Type 1 & 2 Paging Model AgrmU (*1 )/(* Agreement Number CDS-(*3) agreed upon by both Parties. The Parties will exchange billing contacts and telephone numbers. The invoices will include identification of the monthly bill period, which will be the first through the last day of the prior calendar month. Paging Provider will bill Qwest by state. 2.4 Paging Provider will assign an Invoice Number and/or Billing Account Number. Paging Provider will provide a Remittance Document including: remittance address, Invoice Number and/or Billing Account Number amount due and Payment Due Date (at least thirty (30) days from invoice issuance date). The rendered bill will include a summary of charges and total amounts due. Charges incurred during the bill period will be reflected on the next bill. Minute of use ("MOU") rates will be displayed for all charges. Invoice will include all adjustments, credits, debits and payments. Invoice will include all applicable taxes and surcharges. Paging Provider will calculate, bill, collect and remit applicable taxes and surcharges to the appropriate authorities. 6.2.10 Paging Provider's invoices to Qwest will be provided on paper unless a mechanized format is mutually agreed upon. Billing disputes will be resolved through the Dispute Resolution provisions of this Agreement. RESERVED FOR FUTURE USE SERVICE IMPAIRMENT 1. The characteristics and methods of operation of any circuits, facilities or equipment of either Party connected with the services, facilities or equipment of the other Party shall not: 1) interfere with or impair service over any facilities of the other Party; its affiliated companies, or its connecting and concurring carriers involved in its services; 2) cause damage to their plant; 3) violate any applicable law or regulation regarding the invasion of privacy of any communications carried over the Party's facilities; or 4) create hazards to the employees of either Party orto the public. Each of these requirements is hereinafter referred to as Impairment of Service . Each Party shall use its best efforts to isolate a trouble condition(s) to the other's facilities before reporting trouble to the other Party. 2. If either Party causes an impairment of service, as set forth in this Section, the Party (the "Impaired Party ) shalf promptly notify the Party causing the January 6, 2006/Type 1 & 2 Paging Model Agrmt! (*1 )/(* Agreement Number CDS-(* impairment of service (the "Impairing Party ) of the nature and location of the problem. The Impaired Party shall advise the Impairing Party that, unless promptly rectified, a temporary discontinuance of the use of any circuit, facility or equipment may be required. The Impairing Party and the Impaired Party agree to work together to attempt to promptly resolve the Impairment of Service. If the Impairing Party is unable to promptly remedy the Impairment of Syrvice, the Impaired Party may temporarily discontinue use of the affected circuit, facility or equipment. 3. When a Party reports trouble to the other Party, and no trouble is found in the other Party s equipment, the reporting Party will be responsible for payment of service maintenance charges as specified in Owest's Intrastate Switched Access Tariff or state-specific pricing catalogue, as appropriate, for the period of time from when the other Party s personnel are dispatched to when the work is completed. Failure of the Other Party s personnel to find trouble in its service will not result in a charge if the trouble is actually in that service, but not discovered at that time. 8.4. No out-of-service credit will apply for the interruption involved if the service maintenance charge applies as a result of the trouble not being in Owest's equipment, but is, in fact, a result of a failure in the equipment or service of Paging Provider. 5. To facilitate trouble reporting and to coordinate the repair of the service provided by each Party to the other under this Agreement, each Party shall designate a Trouble Reporting Control Office (TRCO) and a toll free telephone number for such service. Owest's TRCO number is ( 800 ) 784-3414 Paging Provider s TRCO number is This number shall give access to the location where facility records are normally located and where current status . reports on any trouble reports are readily available. 6. Where new facilities, services and arrangements are installed , the TRCO shall ensure that continuity exists and take appropriate transmission measurements before advising the other Party that the new circuit is ready for service. 7. Each Party shall use its best efforts to isolate a trouble condition(s) to the other s facilities before reporting trouble to the other Party. COLLOCATION Should the Parties desire to establish a Collocation relationship, through either physical or virtual Collocation, the Parties will enter into an amendment to this Agreement. 10.ACCESS TO TELEPHONE NUMBERS 10.Number Resources Arrangements. 10.1. Nothing in this Agreement shall be construed in any manner to January 6, 2006/Type 1 & 2 Paging Model Agrmt! (*1 )/(* Agreement Number CDS-(* limit or otherwise adversely impact either Party s right to the request and assignment of any NANP number resources including, but not limited to central office (NXX) codes pursuant to the Central Office Code Assignment Guidelines published by the Industry Numbering Committee INC") as INC 95-0407-008, formerly ICCF 93-0729-010). The latest version of the Guidelines will be considered the current standard. 10.2. Each Party shall be responsible for notifying its End Users of any changes in numbering or dialing arrangements to include changes such as the introduction of new NPAs or new NXX codes. 10.3. Paging Provider may request blocks of telephone numbers from Owest. Such blocks oftelephone numbers will be assigned to the Paging Provider from an NXX housed in the Owest Dial Tone Office. This will usually be the Serving Wire Center of the Paging Provider s paging terminal location. In the event sufficient numbers are not available to meet the Paging Provider s two year forecast, a new NXX, if practicable, will be assigned to the Dial Tone Office from which numbers will be allocated. All numbers are assigned and administered by Owest. The Paging Provider performs subadministration (assigning specific numbers to individual subscribers). 10.1.4. It shall be the responsibility of each Party to program and update its own network systems pursuant to the Local Exchange Routing Guide (LERG) to recognize and route traffic to the other Party's assigned NXX codes. Neither Party shall impose any fees or charges whatsoever on the other Party for such activities. The Parties will cooperate to establish procedures to ensure the timely activation of NXX assignments in their respective networks. 10.5. Each Party is responsible for administering NXX codes assigned to it. Each Party is responsible for arranging LERG input for NXX codes assigned to its equipment. Each Party shall use the LERG published by Telcordia or its successor for obtaining routing information and shall provide through an authorized LERG input agent, all required information regarding its network for maintaining the LERG in a timely manner. SECTION 11.0 - ACCESS TO OPERATIONAL SUPPORT SYSTEMS (055) 11.Description 11.1 Owest has developed OSS interfaces using an electronic gateway solution consistent with the design prescribed by the FCC Docket 96-, FCC 96-325, paragraph 527. These gateways act as a mediation or control point between Paging Provider s and Owest's Operations Systems. These gateways provide security for the interface, protecting the integrity of the Owest network and its databases. Owest's operational systems interfaces have been developed to support Pre- ordering, Ordering and Provisioning, Maintenance and Repair and Billing. Included below is a description of the products and functions supported by Owest OSS interfaces and the technology used by each. January 6, 2006/Type 1 & 2 Paging Model Agrmtl (*1)/(* Agreement Number CDS-(* 11.OSS Support for Pre-Ordering, Ordering and Provisioning 11.1 ASR (Access Service Request) Ordering Process 11.awest proposes the use of existing systems for orders placed using the ASR (Access Service Request) process. Systems in place today (EXACT) adhere to the existing standards directed by OBF (Ordering and Billing Forum). EXACT has an interface that accepts batch files via Connect Direct from customers. It is the Paging Provider s responsibility to obtain the appropriate software to access and interface with awest systems. 11.2An alternative system managed by awest is one that customers access via dial-up. This system, TEllS, allows customers to directly input ASRs into a secured database and the customer can manage their ASRs accordingly. TEllS interfaces through a batch file process with EXACT to correctly process ASRs. It is the Paging Provider responsibility to obtain the appropriate software to access and interface with awest systems. 11.3Type 1 Interconnection can be ordered electronically via EXACT and TEllS. 11.2 Functions 11.1 Access Service Request (ASR) 11.1 The ASR transaction allows Paging Provider to submit an order. 11.Firm Order Confirmation (FOC) 11.2.2.2.Once an ASR is accepted by awest, the assigned service order number(s) is returned to Paging Provider. Firm Order Confirmation means that awest has received the ASR, issued the order and assigned an order number for tracking. In addition, it identifies the due dates awest assigns to the order. 11.3 Facility Based EDI Listing Process 11.The Facility Based EDI Listing Process is a single interface from Paging Provider to awest. This interface is compliant with OBF ASOG and ANSI ASC X.12 standards, version 4010. This interface enables Paging Provider listing data to be translated and passed into the awest listing database. After awest's daily batch processing, a Confirmation/Completion record (for every PON provided on input) is returned to Paging Provider via an EDI 855 transaction. 11.2.awest will continue to make improvements to the electronic interfaces as the technology evolves, providing notification to Paging Provider consistent with the provisions of this Section. January 6, 2006/Type 1 & 2 Paging Model AgrmtJ (*1 )/(* Agreement Number CDS-(*3) . 11. 11. 11. 11. Hours of Operation Billing Outputs 11.1 awest Operational Support Systems will be available to Paging Provider' consistent with the awest retail operations and internal processes that support pre-ordering, ordering and provisioning, maintenance and repair, and billing as they are described in this Agreement. 11.4.1 For products billed out of the awest lABS system, awest will utilize the existing CABS/BaS format and technology for the transmission of bills. 11.1 lABS Bill - The lABS (Interexchange Access Billing System) Bill includes monthly and one time charges plus a summary of any usage charges. These bills are segmented by product, LATA, billing account number (BAN) and bill cycle. The lABS Bill media is only provided in the following media: Paper NDM (Dedicated Circuit or dial-up) Internet/WEB (read only) Modifications to OSS Interfaces Diskette 11.1 Paging Provider and awest agree to discuss the modification ofass interfaces based upon evolving standards (e., data elements, protocols, transport networks,. etc.) and guidelines issued by or referenced by relevant Alliance for Telecommunication Industry Solution (ATIS) Committees. Establishment of new, or changes to industry standards and guidelines will be reviewed on no less than a quarterly basis commencing on the effective date of this Agreement. This review will consider standards and guidelines that have reached final closure as well as those published in final form. Both Parties agree to evaluate evolving standards and determine the relevant modification to implemented based upon the latest approved version adopted or the latest version reflecting final closure by the relevant A TIS committee or subcommittee. The Parties will use reasonable effort to reach closure upon the necessary changes within no more than three (3) months of initiating each review and to implement the changes within nine (9) months or earlier, if reasonably possible, unless there is agreement to a different implementation schedule. 11.6.2 In the course of establishing operational ready system interfaces January 6, 2006/Type 1 & 2 Paging Model Agrmtl (*1 )/(* Agreement Number CDS-(* between Qwest and Paging Provider to support local service delivery, Paging Provider and Qwest may need to define and implement system interface specifications that are supplemental to existing standards.Paging Provider and Qwest will submit such specifications to the appropriate standards committee and will work towards its acceptance as a standard. 11.3 Release updates will be based on regulatory obligations as dictated by the FCC or Commissions and, as time permits, the agreed to changes requested by the FORUM. Qwest will provide to Paging Provider the features list for modifications to the interface ninety (90) Days prior to any release date. Specifications for interface modifications will be provided to Paging Provider three (3) weeks prior to the release date. Paging Provider is required to upgrade to the current release withinsix (6) months of the installation date. 11.6.4 This Section constitutes the entirety of the OSS agreement. Nothing beyond what is described herein should be implied or inferred. 11.Paging Provider Responsibilities for Implementation of ass Interfaces 11.1 Before any Paging Provider implementation can begin, Paging Provider must completely and accurately provide detailed information needed by Qwest to establish service for Paging Provider. 11.Wholesale Services (WS) Systems Help Desk 11.1 The WS Systems Help Desk will provide a single point of entry for Paging Provider to gain assistance in areas involving connectivity and File Outputs. These areas are further described below. 11.Connectivity 11.Connectivity covers trouble with Paging Provider access to the Qwest System for modem configuration requirements; T1 configuration and dial in string requirements; firewall access configuration; SecurlD configuration; Profile Setup and password verifiCation. 11.File Outputs 11.1.2.File outputs system errors are limited to lABS Bill and Category 11 Report. 11.The WS Systems Help Desk does not support status or trouble while the Service Order is processing through the ISC. 11.1.4 Hours of Operation 11.1.4.The WS Systems Help Desk is available Monday through Friday, 6:00 a.m. until 8:00 p.m. Mountain January 6, 2006/Type 1 & 2 Paging Model Agrmtl (*1 )/(* Agreement Number CDS-(*3) Time, excluding Qwest holidays. 11.Intentionally Left Blank 11.10 Compensation/Cost Recovery 11.10.Recurring and nonrecurring ass startup charges, as applicable, will be billed at rates set forth in Exhibit A for Type 2 Paging Providers. Any such rates will be consistent with Existing Rules. Qwest shall not impose any recurring or nonrecurring ass startup charges unless and until the Commission authorizes Qwest to impose such charges and/or approves applicable rates at the completion of appropriate cost docket proceedings. 12.TERM OF AGREEMENT 12.This Agreement shall become effective upon Commission approval pursuant to Sections 251 and 252 of the Act, shall terminate shall terminate five (5) years from the execution date and shall be binding upon the Parties during that term. After the date specified above, this Agreement shall continue in force and effect until terminated by either Party providing one hundred sixty (160) days written notice of termination to the other Party. The day the notice is served will determine the starting point for a 160 day negotiation period (in accordance with 252(b)1 of the Act). In the event of such termination , existing or pending service arrangements made available under this Agreement shall continue in total without interruption under either a) a new or adoption agreement executed by the Parties, or b) tariff terms and conditions generally available to all Paging Providers. 12.1 If the Parties are unable to negotiate a new agreement during the negotiation period described above, the window of opportunity to file for arbitration to resolve outstanding contractual issues in accordance with the Act will occur between days 135 and 160 of the 160 day notice period. 12.2 If the Parties are able to reach agreement, this Agreement shall continue for the brief period of time needed to secure the Commission approval of an adoption or a new interconnection agreement. In the case of Section 12.1, this Agreement will expire on the termination date specified in the one hundred sixty (160) day notice referenced above unless a petition for arbitration has been filed, but if such a petition has been filed then this Agreement shall continue for the period necessary for the Commission to act and resolve the disputed issues so that the Parties will have an effective interconnection agreement. 13.PAYMENT 13.1. Amounts payable under this Agreement are due and payable within thirty (30) calendar days after the date of Qwest's invoice, or within twenty (20) days after receipt of the invoice, whichever is later. If the normal payment due date is a Saturday or legal holiday that falls on a Tuesday, Wednesday, Thursday or Friday then payment is due on the previous business day as a payment due date. If the normal payment due date is a Sunday or legal holiday that falls on a January 6, 2006/Type 1 & 2 Paging Model Agrmtl (*1 )/(* Agreement Number CDS-(* Monday then the payment defaults to the next business day. 13.2. Should Paging Provider dispute , in good faith, any portion of the Owest monthly billing under this Agreement, Paging Provider will notify Owest in writing within thirty (30) calendar days of the receipt of such billing, identifying the amount, reason and rationale of such dispute. Paging Provider shall pay all amounts due. Both Paging Provider and Owest agree to expedite the investigation of any disputed amounts in an effort to resolve and settle the dispute prior to initiating any other rights or remedies. Should the dispute be resolved in Paging Provider s favor and the resolved amount did not appear as a credit on Paging Provider s next invoice from Owest, Owest will reimburse Paging Provider the resolved amount plus interest from the date of payment. The amount of interest will be calculated using the late payment factor that would have applied to such amount had it not been paid on time. 13.3. Owest will determine Paging Provider s credit status based on previous payment history with Owest or credit reports such as Dun and Bradstreet. If Paging Provider has not established satisfactory credit with Owest or if Paging Provider is repeatedly delinquent in making its payments, Owest may require a deposit to be held as security for the payment of charges. "Repeatedly delinquent" means any payment received after the due date three or more times during a' 12 month period. The deposit may not exceed the estimated total monthly charges for a two (2) month period. The deposit may be a surety bond, a letter of credit with terms and conditions acceptable to Owest or some other form of mutually acceptable security such asa cash deposit. Required deposits are due and payable within ten (10) calendar days after demand in accordance with Commission requirements. 13.4. Interest will be paid on cash deposits at the rate applying to deposits under applicable State Access tariff. Cash deposits and accrued interest will be credited to Paging Provider s account or refunded , as appropriate, upon the earlier of the termination of this Agreement or the establishment of satisfactory credit with Owest which will generally be one full year of timely payments in full by Paging Provider. The fact that a deposit has been made does not relieve Paging Provider from any requirements of this Agreement. 13.5. Owest may review Paging Provider s credit standing and modify the amount of deposit required. 13.6. Owest will assess a late payment charge for any amounts not paid by the payment due date. The late payment charge for amounts that are billed under this Agreement shall be in accordance with State Access tariff/Commission Rules and Orders. 14.MISCELLANEOUS TERMS 14.1. General Provisions 14.1. The Parties are each solely responsible for participation in and compliance with national network plans, including the National Network Security Plan and Emergency Preparedness Plan. January 6, 2006rrype 1 & 2 Paging Model Agrmtl (*1 )/(* Agreement Number CDS-(* 14.2 Neither Party shall use any service related to or use any of the services provided in this Agreement in any manner that interferes with other persons in the use of their service,. prevents other persons from using their service, or otherwise impairs the quality of service to other carriers or to either Party s End Users, and each Party may discontinue or refuse service if the other Party violates this provision. Upon such violation, either Party shall provide the other Party notice of such violation at the earliest practicable time. 14.3. Each Party is solely responsible for the services it provides to its End Users and to other telecommunications carriers. 14.1.4. The Parties shall work cooperatively to minimize fraud associated with third-number billed calls, calling card calls, and any other services related to this Agreement. 14.5 Nothing in this Agreement shall prevent either Party from seeking to recover the costs and expenses, if any, it may incur in (a) complying with and implementing its obligations under this Agreement, the Act, and the rules, regulations and orders of the FCC and the Commission, and (b) the development, modification, technical installation and maintenance of any systems or other infrastructure which it requires to comply with and to continue complying with its responsibilities and obligations under this Agreement. 14.Insurance The Parties agree that this Section relating to insurance requirements for the Parties has been deleted in its entirety; provided however, if either Party requests an amendment to this Agreement for Collocation and/or Poles, Ducts , Conduits , and Rights of Way, the amendment will requirethe collocating or attaching Party to meet insurance requirements maintained by Qwest for other Telecommunications Carriers at the time of the amendment. 14.3. Taxes Each Party purchasing services hereunder shall payor otherwise be responsible for all federal, state, or local sales, use, excise, gross receipts, transaction or similar taxes, fees or surcharges levied against or upon such purchasing Party (or the providing Party when such providing Party is permitted to pass along to the purchasing Party such taxes, fees or surcharges), except for any tax on either Party s corporate existence status or net income. Whenever possible, these amounts shall be billed as a separate item on the invoice. To the extent a sale is claimed to be for resale tax exemption , the purchasing Party shall furnish the providing Party a proper resale tax exemption certificate as authorized or required by statute or regulation by the jurisdiction providing said resale tax exemption. Until such time as a resale tax exemption certificate is provided, no exemptions will be applied. January 6, 2006rrype 1 & 2 Paging Model Agrmtl (*1 )/(* Agreement Number CDS-(* 14.4. Force Majeure Neither Party shall be liable for any delay or failure in performance of any part of this Agreement from any cause beyond its control and without its fault or negligence including, without limitation, acts of nature, acts of civil or military authority, government regulations, embargoes, epidemics terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, work stoppages, equipment failure, power blackouts, volcanic action, other major environmental disturbances, unusually severe weather conditions, inability to secure products or services of other persons or transportation facilities or acts or omissions of transportation carriers (collectively, a "Force Majeure Event"). The Party affected by a Force Majeure Event shall give prompt notice to the other Party, shall be excused from performance of its obligations hereunder on a day to day basis to the extent those obligations are prevented by the Force Majeure Event, and shall use reasonable efforts to remove or mitigate the Force Majeure Event. In the event of a labor dispute or strike the Parties agree to provide service to each other at a level equivalent to the level they provide themselves. 14.5. Limitation of Liability 14.1 Except for losses relating to or arising out of any act or omission in its performance of services or functions provided under this Agreement each Party shall be liable to the other for direct damages for any loss defect or equipment failure including without limitation any penalty, reparation or liquidated damages assessed by the Commission or under a Commission-ordered agreement (including without limitation penalties or liquidated damages assessed as a result of cable cuts), resulting from the causing Party s conduct or the conduct of its agents or contractors in performing the obligations contained in this Agreement. 14.5.2 Neither Party shall be liable to the other for indirect, incidental consequential, or special damages, including (without limitation) damages for lost profits, lost revenues, lost savings suffered by the other Party regardless of the form of action , whether in contract, warranty, strict liability, tort, including (without limitation) negligence of any kind and regardless of whether the Parties know the possibility that such damages could result. 14.3 Except for indemnity obligations or as otherwise set forth in this Section, each Party s liability to the other Party for any loss relating to or arising out of any act or omission in its performance of services or functions provided under this Agreement, whether in contract or in tort, shall be limited to the total amount that is or would have been charged to the other Party by such breaching Party for the service(s) or function(s) not performed or improperly performed. 14.5.4 Nothing contained in this Section shall limit either Party s liability to the other for intentional , malicious misconduct. January 6, 2006/Type 1 & 2 Paging Model Agrmt/ (*1 )/(* Agreement Number CDS-(* 14.5 Nothing contained in this Section shall limit either Party obligations of indemnification as specified in the Indemnity Section of this Agreement. 14.6. Indemnity 14.1 With respect to third party claims, the Parties agree to indemnify each other as follows: 14.Except for claims made by End Users of one Party against the other Party, which claims are based on defective or faulty services provided by the other Party to the one Party, each of the Parties agrees to release, indemnify, defend and hold harmless the other Party and each of its officers, directors, employees and agents (each an "Indemnitee ) from and against and in respect of any loss, debt, liability, damage, obligation claim, demand , judgment or settlement of any nature or kind, known or unknown, liquidated or unliquidated including, but not limited to, costs and attorneys' fees, whether suffered, made, instituted, or asserted by any other party or person, for invasion of privacy, personal injury to or death of any person or persons, or for loss, damage to, or destruction of property, whether or not owned by others resulting from the indemnifying Party' performance, breach of applicable law, or status of its employees, agents and subcontractors;. or for failure to perform under this Agreement, regardless of the form of action. 14.Where the third party claim is made by (or through) an End User of one Party against the other Party, which claim is based on defective or faulty services provided by the other Party to the one Party then there shall be no obligation of indemnity unless the act or omission giving rise to the defective or faulty services is shown to be intentional, malicious misconduct of the other Party. 14.If the claim is made by (or through) an End User and where a claim is in the nature of a claim for invasion of privacy, libel, slander, or other claim based on the content of a transmission, and it is made against a Party who is not the immediate provider of the Telecommunications Service to the End User (the indemnified provider), then in the absence of fault or neglect on the part of the indemnified provider, the Party who is the immediate seller of such Telecommunications Service shall indemnify, defend and hold harmless the indemnified provider from such claim. 14.2 The indemnification provided herein shall be conditioned upon: 14.The indemnified Party shall promptly notify the indemnifying Party of any action taken against the indemnified Party relating to the indemnification. Failure to so notify the January 6, 2006/Type 1 & 2 Paging Model Agrmtl (*1 )/(* Agreement Number CDS-(* 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. 14.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. 14.In no event shall the indemnifying Party settle or consent to any judgment pertaining to any such action without the prior written consent of the indemnified Party. 14.7. Intellectual Property 14.1 Each Party hereby grants to the other Party the limited, personal and nonexclusive right and license to use its patents, copyrights and trade secrets but only to the extent necessary to implement this Agreement or specifically required by the ,then applicable federal and state rules and regulations relating to Interconnection and access to telecommunications facilities and services, and for no other purposes. Nothing in this Agreement shall be construed as the grant to the other Party of any rights or licenses to trademarks. 14.2 The rights and licenses above are granted "AS IS" and the other Party s exercise of any such right and license shall be at the sole and exclusive risk of the other Party. Neither Party shall have any obligation to defend, indemnify or hold harmless, or acquire any license or right for the benefit of, or owe any other obligation or have any liability to, theother based on or arising from any claim, demand , or proceeding (hereinafter "claim ) by any third party alleging or asserting that the use of any circuit, apparatus, or system, or the use of any software, or the performance of any service or method, or the provision of any facilities by either Party under this Agreement constitutes infringement, or misuse or misappropriation of any patent, copyright, trade secret, or any other proprietary or intellectual property right of any third party. 14.3 As a condition to the access or use of patents, copyrights. trade secrets and other intellectual property (including software) owned or controlled by a third party to the extent necessary to implement this Agreement or specifically required by the then applicable federal and state rules and regulations relating to Interconnection and access to telecommunications facilities and services, the Party providing access may require the other upon written notice, from time to time, to obtain a license or permission for such access or use, make all payments in connection with obtaining such license, and provide evidence of such license. 14.7.4 Except as expressly provided in this Intellectual Property Section nothing in this Agreement shall be construed as the grant of a license, January 6, 2006/Type 1 & 2 Paging Model AgrmtJ (* )/(* Agreement Number CDS-(* either express or implied, with respect to any patent, copyright, logo, trademark, tradename , trade secret or any other intellectual property right now or hereafter owned, controlled or licensable by either Party. Neither Party may use any patent, copyright, logo, trademark, tradename, trade secret or other intellectual property right of the other Party or its affiliates without execution of a separate agreement between the Parties. 14.5 Neither Party shall without the express written permission of the other Party, state or imply that: 1) it is connected , or in any way affiliated with the other or its affiliates, 2) it is part of a joint business association or any similar arrangement with the other or its affiliates, 3) the other Party and its affiliates are in any way sponsoring, endorsing or certifying it and its goods and services, or 4) with respect to its advertising or promotional activities or materials, that the resold goods and services are in any way associated with or originated from the other or any of its affiliates. Nothing in this paragraph shall prevent either Party from truthfully describing the network elements it uses to provide service to its End Users, provided it does not represent the network elements as originating from the other Party or its affiliates. 14.6 Paging Provider acknowledges the value of the marks "Qwest" and "Qwest" (the "Marks ) and the goodwill associated therewith and acknowledges that such goodwill is a property right belonging to Qwest Communications International, Inc. (the "Owner ). Paging Provider recognizes that nothing contained in this Agreement is intended as an assignment or grant to Paging Provider of any right, title or interest in or to the Marks and that this Agreement does not confer any right or license to grant sublicenses or permission to third parties to use the Marks and is not assignable. Paging Provider will do nothing inconsistent with the Owner s ownership of the Marks, and all rights, if any, that may be acquired by use of the Marks shall inure to the benefit of the Owner. Paging Provider will not adopt, use (other than as authorized herein), register or seek to register any marks anywhere in the world which is identical or confusingly similar to the Marks or which is so similar thereto as to constitute a deceptive colorable imitation thereof or to suggest or imply some association, sponsorship, or endorsement by the Owner. The Owner makes no warranties regarding ownership of any rights in or the validity of the Marks. 14.8. Warranties NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE PARTIES AGREE THAT NEITHER PARTY HAS MADE AND THAT THERE DOES NOT EXIST ANY WARRANTY EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 14.9. Assignment 14.1 Neither Party may assign or transfer (whether by operation of law January 6, 2006/Type 1 & 2 Paging Model AgrmU (*1 )/(* Agreement Number CDS-(*3) or otherwise) this Agreement (or any rights or obligations hereunder) to a third party without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign or transfer this Agreement to a corporate affiliate or an entity under its common control; however, if Paging Provider assignee or transferee has Interconnection agreement with Qwest, no assignment or transfer of this Agreement shall be effective without the prior written consent of Qwest. Such consent shall include appropriate resolutions of conflicts and discrepancies between the assignee s or transferee s interconnection agreement and this Agreement. Any attempted assignment or transfer that is not permitted is void ab initio.Without limiting the generality of the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the Parties' respective successors and assigns. 14.2 Without limiting the generality of the foregoing subsection, any merger, dissolution, consolidation or other reorganization of Paging Provider, or any sale, transfer, pledge or other disposition by Paging Provider of securities representing more than 50% of the securities entitled to vote in an election of Paging Provider s board of directors or other similar governing body, or any sale, transfer, pledge or other disposition by Paging Provider of substantially all of its assets, shall be deemed a transfer of control. If any entity, other than Paging Provider involved in such merger, dissolution, consolidation, reorganization, sale, transfer, pledge or other disposition of Paging Provider has an interconnection agreement with Qwest, the Parties agree that only one agreement, either this Agreement or the interconnection agreement of the other entity, will remain valid. All other interconnection agreements will be terminated. The Parties agree to work together to determine which interconnection agreement should remain valid and which should terminate. In the event the Parties cannot reach agreement on this issue, the issue shall be resolved through the Dispute Resolution process contained in this Agreement. 14.3 Qwest makes no representations or warranties regarding the configuration, identity, or number of telephone exchanges covered by this Agreement. Nothing in this Agreement, therefore, shall be deemed to limit or restrict the right of Qwest to sell, lease, transfer, assign , or hypothecate any of its assets, rights, title or interests in or to any ' of its property or rights, including but not limited to the telephone exchange(s) in which it conducts its business. Likewise nothing in this Agreement shall be deemed to limit or restrict the right of Qwest to acquire, buy, procure, lease, or mortgage any assets, rights, title, or interest in or to any property or rights, including but not limited to the telephone exchange(s) in which it conducts its business. If Qwest should sell or otherwise transfer and assign to an unaffiliated third party all or substantially all of its assets and rights with respect to a telephone exchange(s) which is covered by this Agreement, then as to such exchange(s), this Agreement shall terminate upon the effective date of such sale or other transfer. Qwest shall provide Paging Provider with as much advance notice of such sale or transfer as is reasonably possible. January 6, 2006fType 1 & 2 Paging Model AgrmtJ (*1 )/(* Agreement Number CDS-(* 14.10. Default If either Party defaults in the payment of any amount due hereunder, or if either Party violates any other material provision of this Agreement, and such default or violation shall continue for thirty (30) calendar days after written notice thereof, the other Party may seek relief in accordance with the Dispute Resolution provision of this Agreement. The failure of either Party to enforce any of the provisions of this Agreement or the waiver thereof in any instance shall not be construed as a general waiver or relinquishment on its part of any such provision, but the same shall nevertheless, be and remain in full force and effect. 14.11. Disclaimer of Agency Except for provisions herein expressly authorizing a Party to act for another, nothing in this Agreement shall constitute a Party as a legal representative or agent of the other Party, nor shall a Party have the right or authority to assume, create or incur any liability or any obligation of any kind, express or implied, against or in the name or on behalf of the other Party unless otherwise expressly permitted by such other Party. Except as otherwise expressly provided in this Agreement, no Party undertakes to perform any obligation of the other Party whether regulatory or contractual, or to assume any responsibility for the management of the other Party s business. 14.12. Nondisclosure 14.12.1. All information, including but not limited to specifications, microfilm , photocopies, magnetic disks, magnetic tapes, drawings, sketches, models, samples, tools, technical information, data, employee records, maps, financial reports , and market data, (i) furnished by one Party to the other Party dealing with End User specific, facility specific, orusage specific information other than end User information communicated for the purpose of providing directory assistance or publication of directory database, or (ii) in written, graphic electromagnetic, or other tangible form and marked at the time of delivery as "Confidential" or "Proprietary , or (iii) communicated and declared to the receiving Party at the time of delivery, or by written notice given to fhe receiving Party within ten (10) calendar days after delivery, to be Confidential" or "Proprietary" (collectively referred to as "Proprietary Information ), shall remain the property of the disclosing Party. A Party who receives Proprietary Information via an oral communication may request written confirmation that the material is Proprietary Information. A Party who delivers Proprietary Information via an oral communication may request written confirmation that the Party receiving the information understands that the material is Proprietary Information. 14.12.2. Upon request by the disclosing Party, the receiving Party shall return all tangible copies of Proprietary Information , whether written graphic or otherwise, except that the receiving Party may retain one copy for archival purposes. January 6, 2006/Type 1 & 2 Paging Model Agrmt! (*1 )/(* Agreement Number CDS-(* 14.12.3. Each Party shall endeavor to keep all of the other Party Proprietary Information confidential using the same degree of care as the receiving Party uses for its own confidential information of similar importance and shall use the other Party s Proprietary Information only in connection with performance of this Agreement. Neither Party shall use the other Party s Proprietary Information for any other purpose except upon such terms and conditions as may be agreed upon between the Parties in writing. 14.12.4. Unless otherwise agreed, the obligations of confidentiality and non-use set forth in this Agreement do not apply to such Proprietary Information as: 14.12.4.1. was at the time of receipt already known to the receiving Party free of any obligation to keep it confidential evidenced by written records prepared prior to delivery by the disclosing Party; or 14.12.4.2. is or becomes publicly known through no wrongful act of the receiving Party; or 14.12.4.3. is rightfully received from a third person having no direct or indirect ,secrecy or confidentiality obligation to the disclosing Party with respect to such information; or 14.12.4.4. is independently developed by an employee, agent, or contractor of the receiving Party which individual is not involved in any manner with the provision of services pursuant to the Agreement and does not have any direct or indirect access to the Proprietary Information; or 14.12.4.5. is disclosed to a third person by the disclosing Party without similar restrictions on such third person s rights; or 14.12.4.6. is approved for release by written authorization of the disclosing Party; or 14.12.4.7. is required to be made public by the receiving Party pursuant to applicable law or regulation provided that the receiving Party shall give sufficient notice of the requirement to the disclosing Party to enable the disclosing Party to seek pr9tective orders. 14.12.5. Nothing herein is intended to prohibit a Party from supplying factual information about its network and Telecommunications Services on or connected to its network to regulatory agencies including the Federal Communications Commission and the Commission so long as any confidential obligation is protected. 14.12.6. Effective Date of this Section. Notwithstanding any other provision of this Agreement, the Proprietary Information provisions of this January 6, 2006/Type 1 & 2 Paging Model AgrmU (*1 )/(* Agreement Number CDS-(* Agreement shall apply to all Proprietary Information furnished by either Party to the other in furtherance of the purpose of this Agreement, even if furnished before the date of this Agreement. 14.13. Survival Any liabilities or obligations of a Party for acts or omissions prior to the cancellation or termination of this Agreement; any obligation of a Party under the provisions regarding indemnification , Confidential or Proprietary Information , limitations of liability, and any other provisions of this Agreement which, by their terms , are contemplated to survive (or to be performed after) termination of this Agreement, shall survive cancellationor termination hereof. 14.14. Dispute Resolution 14.14.1 - If any claim, controversy or dispute between the Parties, their agents, employees, officers , directors or affiliated agents should arise, and the Parties do not resolve it in the ordinary course of their dealings (the "Dispute ), then it shall be resolved in accordance with the dispute resolution process set forth in this Section. Each notice of default, unless cured within the applicable cure period, shall be resolved in accordance herewith. 14.14.At the written request of either Party, and prior to any other formal dispute resolution proceedings, each Party shall designate an officer-level employee, at no less than the vice president level , to review meet, and negotiate, in good faith, to resolve the Dispute. The Parties intend that these negotiations be conducted by non-lawyer, business representatives , and the locations, format, frequency, duration, - and conclusions of these discussions shall be at the discretion of the representatives. By mutual agreement, the representatives may use other procedures, such as mediation, to assist in these negotiations. The discussions and correspondence among the representatives for the purposes of these negotiations shall be treated as Confidential Information developed for purposes of settlement, and shall be exempt from discovery and production, and shall not be admissible in any subsequent arbitration or other proceedings without the concurrence of both of the Parties. 14.14.If the vice-presidential level representatives have. not reached a resolution of the Dispute within thirty (30) calendar days after the matter is referred to them , then either Party may demand that the Dispute be settled by arbitration. Such an arbitration proceeding shall be conducted by single arbitrator knowledgeable about the telecommunications industry. The arbitration proceedings shall be conducted under the then current rules of the American Arbitration Association ("AAA"). The Federal Arbitration Act, 9 U.C. Sections 1-16, not state law, shall govern the arbitrability of the Dispute. The arbitrator shall not have authority to award punitive damages. All expedited procedures prescribed by the AAA rules shall apply. The arbitrator January 6, 2006fType 1 & 2 Paging Model Agrmtl (*1 )/(* Agreement Number CDS-(* . award shall be final and binding and may be entered in any court having jurisdiction thereof. Each Party shall bear its own costs and attorneys fees, and shall share equally in the fees and expenses of the arbitrator.The arbitration proceedings shall occur in the Denver, Colorado metropolitan area. 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). 14.14.4 Should it become necessary to resort to court proceedings to enforce a Party's compliance with the dispute resolution process set forth herein, and the court directs or otherwise requires compliance herewith, then all of the costs and expenses, including its reasonable attorney fees, incurred by the Party requesting such enforcement shall be reimbursed by the non-complying Party to the requesting Party. 14.14.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. 14.15. Controlling Law This Agreement was negotiated by the Parties in accordance with the terms of the Act and the laws of the state where service is providedhereunder. It shall be interpreted solely in accordance with the terms of the Act and the applicable state law in the state where the service is provided. 14.16. Joint Work Product This Agreement is the joint work product of the Parties and has been negotiated by the Parties and their respective counsel and shall be fairly interpreted in accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against either Party. 14.17. Responsibility for Environmental Contamination Neither Party shall be liable to the other for any costs whatsoever resulting from the presence or release of any environmental hazard that either Party did not introduce to the affected work location. Both Parties shall defend and hold harmless the other, its officers, directors andemployees from and against any losses, damages, claims , demands suits, liabilities , fines, penalties and expenses (including reasonableattorneys' fees) that arise out of or result from (i) any environmental hazard that the indemnifying Party, its contractors or agents introduce to the work locations or (ii) the presence or release of any environmental hazard for which the indemnifying Party is responsible under applicable law. 14.18. Notices Any notices required by or concerning this Agreement shall be sent to the January 6, 2006/Type 1 & 2 Paging Model Agrmt! (*1 )/(* Agreement Number CDS-(* Parties at the addresses shown below: Owest Corporation Director Interconnection Agreements 1801 California Street, Room 2410 Denver, CO 80202 Phone - 303-965-3029 Facsimile - 303-896-7077 Email - IntAgree~qwest.com And to Paging Provider: 1 ) Name - Address - City, State, Zip - Phone - Facsimile - Email- With copy to: Owest Corporation Law Department General Counsel, Interconnection 1801 California Street, 10th Floor Denver, CO 80202 Each Party shall inform the other of any changes in the above addresses. 14.19. Responsibility of Each Party Each Party is an independent contractor, and has and hereby retains the right to exercise full control of and supervision over its own performance of its obligations under this Agreement and retains full control over the employment, direction, compensation and discharge of all employees assisting in the performance of such obligations. Each Party will be solely responsible for all matters relating to payment of such employees including compliance with social security taxes, withholding taxes and all other regulations governing such matters. Each Party will be solely responsible for proper handling, storage, transport and disposal at its own expense of all (i) substances or materials that it or its contractors or agents bring to, create or assume control over at work locations or, (ii) waste resulting therefrom or otherwise generated in connection with its or its contractors' or agents ' activities at the work locations. Subject to the limitations on liability and except as otherwise provided in this Agreement, each Party shall be responsible for (i) its own acts and performance of all obligations imposed by applicable law in connection with its activities, legal status and property, real or personal and, (ii) the acts of its own affiliates, employees, agents and contractors during the performance of that Party s obligations hereunder. 14.20. No Third Party Beneficiaries This Agreement does not provide and shall not be construed to provide third parties with any remedy, claim , liability, reimbursement, cause of action , or other privilege. January 6, 2006/Type 1 & 2 Paging Model Agrmtl (*1 )/(* Agreement Number CDS-(* 14.21. Referenced Documents All .references to Sections shall be deemed to be references to Sections of this Agreement unless the context shall otherwise require. Whenever any provision of this Agreement refers to a technical reference, technical publication, Paging Provider practice, Qwest practice, any publication of telecommunications industry administrative or technical standards, or any other document specifically incorporated into this Agreement, it will be deemed to be a reference to the most recent version or edition (including any amendments, supplements, addenda, or successors) of such document that is in effect, and will include the most recent version or edition (including any amendments, supplements addenda, or successors) of each document incorporated by reference in such technical reference, technical publication, Paging Provider practice, Qwest practice, or publication of industry standards. The existing configuration of either Party network may not be in immediate compliance with the latest release of applicable referenced documents. 14.22. Publicity Neither Party shall publish or use any publicity materials with respect to the execution and delivery or existence of this Agreement without the prior written approval of the other Party. 14.23. Amendment Paging Provider and Qwest may mutually agree to amend this Agreement in writing. Since it is possible that amendments to this Agreement may be needed to fully satisfy the purposes and objectives of this Agreement, the Parties agree to work cooperatively, promptly and in good faith to negotiate and implement any such additions, changes and corrections to this Agreement. 14.24. Executed in Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed an original; but such counterparts shall together constitute one and the same instrument. 14.25. Headings of No Force or Effect The headings of Articles and Sections of this Agreement are for convenience of reference only, and shall in no way define, modify or restrict the meaning or interpretation of the terms or provisions of this Agreement. 14.26. Regulatory Approval The Parties understand and agree that this Agreement will be filed with the Commission for approval. In the event the Commission rejects any portion of this Agreement, renders it inoperable or creates an ambiguity January 6, 2006/Type 1 & 2 Paging Model Agrmtl (*1 )/(* Agreement Number CDS-(* that requires further amendment, the Parties agree to meet and negotiate in good faith to arrive at a mutually acceptable modification. 14.27. Compliance Each Party shall comply with all applicable federal, state, and local laws rules and regulations applicable to its performance under this Agreement. Without limiting the foregoing, Qwest and Paging Provider agree to take all action necessary to keep and maintain in full force and effect all permits, licenses, certificates, and other authorities needed to perform their respective obligations hereunder. 14.28. Compliance with the Communications Assistance Law Enforcement Act of 1994 ("CALEA" Each Party represents and warrants that any equipment, facilities or services provided to the other Party under this Agreement comply with CALEA. Each Party shall indemnify and hold the other Party harmless from any and all penalties imposed upon the other Party for such noncompliance and shall at the non-compliant Party s sole cost and expense, modify or replace any equipment, facilities or services provided to the other Party under this Agreement to ensure that such equipment, facilities and services fully comply with CALEA. 14.29 Cooperation The Parties agree that this Agreement involves the provision of Qwest services in ways such services were not previously available and the introduction of new processes and procedures to provide and bill such services. Accordingly, the Parties agree to work jointly and cooperatively in testing and implementing processes for maintenance, provisioning and billing and in reasonably resolving issues which result from such implementation on a timely basis. 14.30. Availability of Other Agreements With regard to the availability of other agreements , the Parties agree that the provisions of Section 252(i) of the Act shall apply, including state and federal , Commission and court interpretive regulations and decisions in effect from time to time. 14.31. Entire Agreement This Agreement constitutes the entire agreement between the Parties and supersedes all prior oral or written agreements, representations, statements, negotiations, understandings, proposals and undertakings with respect to the subject matter hereof. 15.BONA FIDE REQUEST 15.1. Any request for Interconnection that is not already available as described January 6, 2006/Type 1 & 2 Paging Model Agrmtl (*1 )/(* Agreement Number CbS-(*3) herein shall be treated as a Bona Fide Request (BFR). Owest shall use the BFR Process to determine the terms and timetable for providing the requested Interconnection, if available, and the technical feasibility of new/different points of Interconnection. Owest will administer the BFR Process in a nondiscriminatory manner. 15.2. A BFR shall be submitted in writing and on the appropriate Owest form for BFRs. Paging Provider and Owest will work together to prepare the BFR form. This form shall be accompanied by the non-refundable Processing Fee specified in Appendix A of this Agreement. The form will request, and Paging Provider will need to provide, at a minimum: (a) a new/different points of Interconnection; (b) the desired interface specification; (c) each requested type of Interconnection or access; (d) a statement that the Interconnection will be used to provide a Telecommunications Service; (e) the quantity requested; and (f) the specific location requested. 15.3. Within fifteen (15) business days of its receipt, Owest shall acknowledge receipt of the BFR and in such acknowledgment advise Paging Provider of missing information, if any, necessary to process the BFR. Thereafter, Owest shall promptly advise Paging Provider of the need for any additional information required to complete the analysis of the BFR. 15.4. Within thirty (30). business days of its receipt of the BFR and all information necessary to process , Owest shall provide to Paging Provider a preliminary analysis of the BFR. The preliminary analysis shall specify Owest's conclusions as to whether or not the requested Interconnection complies with the requirements set forth above. 15.4.1. If Owest determines during the thirty (30) day period that a BFR does not qualify as Interconnection that is required to be provided under the Act, Owest shall advise Paging Provider as soon as reasonably possible of that fact, and Owest shall promptly, but in no case later than ten business days after making such a determination, provide a written report setting forth the basis for its conclusion. 15.4.2. If Owest determines during the thirty (30) day period that the BFR qualifies under the Act, it shall notify Paging Provider in writing of such determination within ten (10) business days. 15.4.3. As soon as feasible, but in any case within ninety (90) business days after Owest notifies Paging Provider that the BFR qualifies under the Act, Owest shall provide to Paging Provider a BFR quote. The BFR quote will include, at a minimum, a description of each Interconnectionthe quantity to be provided, any interface specifications , and the applicable rates (recurring and nonrecurring) including the separately stated development costs and construction charges of the Interconnection and any minimum volume and term commitments required. 15.If Owest has indicated minimum volume and term commitments, then within thirty (30) business days of its receipt of the BFR quote, Paging Provider must either agree to purchase under those commitments, cancel its BFR, or seek January 6, 2006fType 1 & 2 Paging Model Agrmtl (*1 )/(* Agreement Number CDS-(*3) mediation or arbitration. 15.If Paging Provider has agreed to minimum volume and term commitments under the preceding paragraph, Paging Provider may cancel the BFR or volume and term commitment at any time, but in the event of such cancellation Paging Provider will pay awest's reasonable development costs incurred in providing the Interconnection to the extent that those development costs are not otherwise amortized. 15.If either Party believes that the other Party is not requesting, negotiating or processing any BFR in good faith, or disputes a determination , or quoted price or cost, it may seek arbitration pursuant to the Dispute Resolution provision of this Agreement. 16.CONSTRUCTION CHARGES 16.1. All rates, charges and initial service periods specified in this Agreement contemplate the provision of network Interconnection services to the extent existing facilities are available. Except for modifications to existing facilities necessary to accommodate Interconnection specifically provided for in this Agreement, awest will consider requests to build additional or further facilities for network Interconnection as described in the applicable Section of this Agreement. 16.2. All necessary construction will be undertaken at the discretion of awest consistent with budgetary responsibilities, consideration for the impact on the general body of End Users, and without discrimination among the various carriers. 16.3. A quote for Paging Provider s portion of a specific job will be provided to Paging Provider. The quote will be in writing and will be binding for ninety (90) business days after the issue date. When accepted, Paging Provider will be billed the quoted price and construction will commence after receipt of payment. If Paging Provider chooses not to have awest construct the facilities, awest reserves the right to bill Paging Provider for the expense incurred for producing the engineered job design. 16.4. In the event a construction charge is applicable, Paging Provider s service application date will become the date upon which awest receives the required payment. January 6, 2006/Type 1 & 2 Paging Model AgrmU 1)/(* Agreement Number CDS-(* APPENDIX A - Rates and Charges Description FACILITY CHARGES- All rates and charges are defined in Exhibit A.A. Type 1 (i) Between the Serving Wire Center serving Paging Provider s POC , Owest will provide if applicable all facilities including the NAC or Channel Facility, Connectivity, Dial Outpulsing, Channel Performance, Multiplexing and Dedicated Transport at no charge to Paging Provider. Type 2(i) Subject to Section 2., Paging Provider shall be obligated to pay at the rates described in Exhibit A for the portion of the facilities used to deliver Third Party Traffic based on the following applicable Third Party Traffic percentage , as follows: 21. 26. 26. 24% 22. 26% 26% 22. 13. 31.45% 26% 17.05% 20% 24% 100% of the Non recurring charges incurred due to Paging Provider relocation or equipment change will be paid. COMPENSATION FOR DELIVERY OF TYPE 2 QWEST ORIGINATED TRAFFIC All rates and charges are defined in Exhibit A. Flat Rate per Trunk: Pursuant to Section 6 , Owest will compensate Paging Provider on a monthly basis at a flat rate per trunk for delivery of Type 20west originated fraffic as follows: Type 2: 6 000 MOU per trunk times Compensable Traffic percentage times applicable state specific end office rate (listed below), times trunk quantity AZ $.0009695CO $.00161IA $.001558ID $.003398MN $.00181 January 6, 2006/Type 1 & 2 Paging Model AgrmU (*1)/(* Agreement Number CDS-(* 001574 001475 00126 002046 00133 00702 Urban $.001427 , Suburban $.001654, Rural $.001798 001178 00092 Flat Rate per Trunk: Pursuant to Section 6 , upon establishment of an actual three (3) month average Minutes of Use (MOU) per trunk group type, Qwest will compensate Paging Provider on a monthly basis at a flat rate per trunk for delivery of Type 2 Qwest originated traffic: Type 2: Average MOU per trunk times Compensable Traffic percentage times applicable state specific end office rate (listed below), times trunk quantity AZ $.0009695CO $.00161IA $.00155810 $.003398MN $.00181MT $.001574NO $.001475NE $.00126NM $.002046OR $.00133SO $.00702UT Urban $.001427 , Suburban $.001654 , Rural $.001798WA $.001178WY $.00092 Compensable Traffic percentage equals one minus Third Party Traffic percentage. BFR PROCESSING FEE All rates and charges are defined in Exhibit A. Pursuant to Section 15, Bona Fide Request, Qwest shall apply a fee as listed in Exhibit A for processing each Bona Fide Request submitted by Paging Provider. January 6, 2006/Type 1 & 2 Paging Model Agrmt/ (*1 )/(* Agreement Number CDS-(* APPENDIX B - TYPE 1 PAGING CONNECTION SERVICE QUARTERLY POC FORECAST FORM -- THIS IS NOT AN ORDER FORM -- THIS IS A TWO YEAR FORECAST. DATE PREPARED: (update required quarterly) Paging Provider s Point of Connection (POC) (one form required per POC) New POC Existing POC I For Internal Use Only Paging Provider:ACNA: POC Address: City, State, Zip: Switch CLL! Code (associated with NXX): P~C CLL! Code (if assigned) : Technical Contact Name: Technical Contact Phone Number: Billing Contact Name: Billing Contact Phone Number: List ALL PAGING DID Numbers associated with this POC: PaainQ Provider s Equipment Requirements (check appropriate line(s))Digital Analog 2-wire- 4-wire Trunk Pulsing: Multifrequency (MF) Dial Pulse (DP) Dual Tone Multifrequency (DTMF) Start Signaling: Wink Outpulsing (4-10 digits) Immediate (IMM)Delayed Start Network Channel Interface - Analoa Reverse Battery - 600 ohms Reverse Battery - 900 ohms Loop Start E & M Signaling - Type I E & M Signaling - Type II Network Channel Interface - Diaital: DS3 DS1AMI+SF DS1 AMI + ANSI ESF DS1 AMI + non-ANSI ESF DS1 B8ZS + SF DS1 B8ZS + ANSI ESF DS1 B8ZS + non-ANSI ESF January 6, 2006fType 1 & 2 Paging Model Agrmt! (*1 )/(* Agreement Number CDS-(* APPENDIX B - TYPE 1 PAGING CONNECTION SERVICE QUARTERLY POC FORECAST FORM Year 1 Year 2 Busy Season: Average Busy Hour Minutes of Use Average Busy Hour Number of Messages I ~or Internal Use Only: Prepared by:Date: Title:Telephone Number: Please attach additional major network project information to this forecast, per Section of th~ Agreement Mail completed form to:Owest Type 1 Forecast Manger 700 W Mineral Ave., MTD28. Littleton, CO 80120 January 6, 2006/Type 1 & 2 Paging Model AgrmU 1)/(* Agreement Number CDS-(* APPENDIX B - TYPE 1 PAGING CONNECTION SERVICE INITIAL POC FORECAST FORM -- THIS IS NOT AN ORDER FORM -- THIS IS A TWO YEAR FORECAST DATE PREPARED:(update required quarterly) Paging Provider s Point of Connection (POC) (one form required er POC New POC For Internal Use Only Existing POC Paging Provider:ACNA: POC Address: City, State, Zip: Switch CLL! Code (associated with NXX): P~C CLL! Code (if assigned) : Technical Contact Name: Technical Contact Phone Number: Billing Contact Name: Billing Contact Phone, Number: List All PAGING DID Numbers associated with this POC: PaQinQ Provider s Equipment Requirements (check appropriate line(s))Digital Analog 2-wire- 4-wire Trunk Pulsing: Multifrequency (MF) Dial Pulse (DP) Dual Tone Multifrequency (DTMF) Start Signaling: Wink Outpulsing (4-10 digits) Immediate (IMM)Delayed Start Network Channel Interface - AnaloQ Reverse Battery - 600 ohms Reverse Battery - 900 ohms Loop Start E & M Signaling - Type I E & M Signaling - Type II Network Channel Interface - DiQital: DS3 DS1 AMI + SF DS1 AMI + ANSI ESF DS1 AMI + non-ANSI ESF DS1 B8ZS + SF DS 1 B8ZS + ANSI ESF DS1 B8ZS + non-ANSI ESF January 6, 2006/Type 1 & 2 Paging Model Agrmt! (*1 )/(* Agreement Number CDS-(* APPENDIX B - TYPE 1 PAGING CONNECTION SERVICE INITIAL POC FORECAST FORM Year 1 Year 2 Busy Season: Average Busy Hour Minutes of Use Average Busy Hour Number of Messages I For Internal Use Only, Prepared by:Date: Title:Telephone Number: Please attach additional major network project information to this forecast, per Section of th~ Agreement Mail completed form to:Owest Type 1 Forecast Manger 700 W Mineral Ave., MTD28. Littleton, CO 80120 January 6, 2006fType 1 & 2 Paging Model Agrmtl (*1 )/(* Agreement Number CDS-(*3) APPENDIX B - TYPE 2 PAGING CONNECTION SERVICE INITIAL POC FORECAST FORM -- THIS IS NOT AN ORDER FORM -- THIS IS A TWO YEAR FORECAST DATE PREPARED:(update required quarterly) Paging Provider s Point of Connection (POC) (one form required per POC) New POC Existing POC For Internal Use Only Paging Provider:ACNA: POC Address: City, State, Zip: Switch CLL! Code (associated with NXX): pac CLL! Code (if assigned) : Technical Contact Name: Technical Contact Phone Number: Billing Contact Name: Billing Contact Phone Number: List All PAGING NXX's associated with this POC: (Type 2 Paging Service is only available to NXX's and associated POCs located within the geographical serving area of the respective Qwest local and lATAlToll Tandems) PaQinQ Provider s EQuipment ReQuirements (check appropriate liners)) Trunk Pulsing Multifrequency (MF-Wink Start) Common Channel Signaling (SS7) Digits Required (4-10 digits): Network Channel Interface - Digital only (if DS3, identify both DS3 and DS1 level):DS3 DS1 AMI + SF DS1 AMI + ANSI ESF DS1 AMI + non-ANSI ESF DS1 B8ZS + SF DS1 B8ZS + ANSI ESF DS1 B8ZS + non-ANSI ESF January 6, 2006fType 1 & 2 Paging Model AgrmtJ (*1 )/(* Agreement Number CDS-(* APPENDIX B - TYPE 2 PAGING CONNECTION SERVICE INITIAL POC FORECAST FORM Usaae Forecast - EAS Traffic Year 1 Year 2 Busy Season: Average Busy Hour Minutes of Use Average Busy Hour Number of Messages For Internal Use Only: Equivalent Trunks:Year 1 Year 2 Usaae Forecast - Toll Traffic Year 1 Year 2 Busy Season: Average Busy Hour Minutes of Use Average Busy Hour Number of Messages I For Internal Use Only: Prepared by:Date: Title:Telephone Number: Please attach additional major network project information to this forecast, per Section of the Agreement Mail completed form to:Qwest Type 2 Forecast Manager 700 W Mineral Ave., MTD28. Littleton, CO 80120 January 6, 2006/Type 1 & 2 Paging Model AgrmU (*1)/(* Agreement Number CDS-(* APPENDIX B - TYPE 2 PAGING CONNECTION SERVICE QUARTERLY POC FORECAST FORM - THIS IS NOT AN ORDER FORM -- THIS IS A TWO YEAR FORECAST DATE PREPARED:(update required quarterly) Paging Provider s Point of Connection (POC) (one form required per POC) New POC Existing POC For Internal Use Only Paging Provider:ACNA: POC Address: City, State, Zip: Switch CLL! Code (associated with NXX): pac CLL! Code (if assigned) : Technical Contact Name: Technical Contact Phone Number: Billing Contact Name: Billing Contact Phone Number: List ALL PAGING NXX's associated with this POC: (Type 2 Paging Service is only available to NXX's and associated POCs located within the geographical serving area of the respective. Qwest Local and LATA/Toll Tandems) PaQinQ Provider s Equipment Requirements (check appropriate line(s)) Trunk Pulsing Multifrequency (MF-Wink Start) Common Channel Signaling (SS7) Digits Required (4-10 digits): Network Channel Interface - Digital only (if DS3, identify both DS3 and DS1 level):DS3 DS1 AMI + SF DS1 AMI + ANSI ESF DS1 AMI + non-ANSI ESF DS1 B8ZS + SF DS 1 B8ZS + ANSI ESF DS 1 B8ZS + non-ANSI ESF January 6, 2006/Type 1 & 2 Paging Model Agrmtl (*1 )/(* Agreement Number CDS-(* APPENDIX B - TYPE 2 PAGING CONNECTION SERVICE QUARTERLY POC FORECAST FORM UsaQe Forecast - EAS Traffic Year 1 Year 2 Busy Season: Average Busy Hour Minutes of Use Average Busy Hour Number of Messages For Internal Use Only: Equivalent Trunks:Year 1 Year 2 UsaQe Forecast - Toll Traffic Year 1 Year 2 Busy Season: Average Busy Hour Minutes of Use Average Busy Hour Number of Messages I For Internal Use Only: Prepared by:Date: Title:Telephone Number: Please attach additional major network project information to this forecast, per Section 5.3 of the Agreement Mail completed form to:Qwest Type 2 Forecast Manager 700 W Mineral Ave., MTD28. Littleton, CO 80120 January 6, 2006/Type 1 & 2 Paging Model Agrmt! (*1 )/(* Agreement Number CDS-(* APPENDIX C SAMPLE INVOICE (Paging Provider Name) (Street Address) Number: (City, State and Zip Code) (Phone Number) Invoice Date: Invoice Bill DUe Date: REIMBURSEMENT FOR TERMINATING TYPE 2 QWEST ORIGINATED TRAFFIC State:Billing Period: Trunk Circuit ID Number MOD Rate Compensable Reimbursement Applicable Total Group Description of Type 2 Per Per Traffic Factor Due Type 2 Taxes Reimburse- Trunks Trunk Type 2 (C*D*E*F*ment (G+H) Trunk (insert (insert (quantity)6000 (insert (insert factor) numberl circuit IDl rate 1 Total Chan!e January 6, 2006/Type 1& 2 Paging Model Agrmtl (*1)/(* Agreement Number CDS-(* Exhibit C Announcement Date: Effective Date: Document Number: May- Immediately CONT .OS.04.0S.OOO80S. Wire Page Intc- Chng Notification Category: Target Audience: Contract Notification Select Wireless and Paging Customers SubjectJProduct Name: Wireless and Paging Interconnection - Type 1 and Type 2 Owest is announcing changes to our service offerings for Wireless and Paging Type 1 and Type 2 Interconnection Customers to align with a recent Federal Communications Commission (FCC) ordered ruling. In its recent order In the Matter of Developing a Unified Intercarrier Compensation Regime (the T-Mobile matter), FCC 05-, released February 24 2005 , the FCC clarified a preference for contractual arrangements for wireless termination arrangements by (i) prohibiting LECs from imposing compensation obligations for non-access CMRS traffic pursuant to tariff, (ii) amending its rules to clarify that a LEC may request interconnection from a CMRS provider and invoke the negotiation and arbitration procedures set forth in section 252 of the Act, and (iii) identifying state commission implemented or approved rates as the applicable interim rates once a LEC initiates the negotiation process. Effective April 29, 2005, the FCC provides no further guidance on implementation of these changes during this transition period. In order to comply with the FCC's T-Mobile order, Owest will commence action to withdraw any state tariffs for Wireless (including Paging) Type 1 and Type 2 Interconnection. However Owest will simultaneously offer continuing and comparable service via the attached Wireless or Paging Interconnection Agreement(s), as applicable, for both service categories. The proposed Agreement(s) align pricing with the state commission implemented or approved rate elements consistent with 47 C.R. 51.715. The proposed rates are set forth in the Agreement(s) attached to this notification. In order to make this transition as seamless as possible for CMRS providers, Owest will , on an interim basis, immediately convert c::Company:::- current tariffed service to the interconnection arrangements set forth in the attached Agreement(s), with billing adjustments and credits effective as of April 29, 2005 , the effective date of the T-Mobile order. Unless c::Company:::- contacts Owest within thirty (30) days after the date of this letter requesting changes to the attached Agreement(s), Owest will consider these interim arrangements accepted by c::Company:::- for all existing and future traffic exchanged with Owest and will file this notice and the attached Agreement(s) with the appropriate state commissions as the terms and conditions of the interim interconnection arrangement(s) between Owest and c::Company:::-. If c::Company:::- is not satisfied with the interim interconnection arrangements c::Company:::- and provides written notice within thirty (30) days after the date of this letter, Owest will engage in negotiations with c::Company:::- to complete interim interconnection arrangements with c::Company:::-. For all purposes, this letter shall be deemed a formal request for negotiations between Owest and c::Company:::-, pursuant to 47 C.R. 20., as revised by the FCC in the T-Mobile decision. The terms of the attached Agreement(s) are the terms and conditions of Owest's template interconnection agreement which will be used for such negotiations between Owest and c::Company:::-. Consistent with C.R. 20., the interim rates identified in this letter and attachments shall apply during the pendency of the interconnection negotiations. Should negotiations not be concluded within the timeframe set forth in the Telecommunications Act of 1996, Owest may file for arbitration with the applicable state commission between the 135th and 160th day after the date of this letter. If you have any questions or would like to discuss this notice please contact your Owest Service Manager, -c::ServiceManagerName::=- on -c::ServiceManagerPhone::=-. Owest appreciates your business and we look forward to our continued relationship under an appropriate interconnection agreement with -c::Company::=-. Sincerely, Larry Christensen , Director Interconnection Agreements Owest Communications SUBJECT: Contract Notice: GN: Paging Interconnection Agreement Service Offering 3 of 3 Notification Type :Contract,lnterconnection Contract States :AZ CO,MN,ND,NM,OR, Business Types :Celiular Paging,PCS Exhibit D Dear Customer:October 2005 Qwest previously announced changes to our service offerings for Wireless and Paging Type 1 and Type 2 Interconnection Customers to align with recent Federal Communications Commission (FCC) ordered ruling. As was discussed in the previous notice, in its recent order In the Matter of Developing a Unified Intercarrier Compensation Regime ( the T-Mobile matter), FCC 05-, released February 24, 2005, the FCC clarified a preference for contractual arrangements for wireless tennination arrangements by (i) prohibiting LECs from imposing compensation obligations for non-access CMRS traffic pursuant to tariff, (ii) amending its rules to clarify that a LEC may request interconnection from a CMRS provider and invoke the negotiation and arbitration procedures set forth in section 252 of the Act, and (iii) identifying state commission implemented or approved rates as the applicable interim rates once a LEC initiates the negotiation process. The FCC provides no further guidance on implementation of these changes during this transition period. In order to comply with the FCC's T-Mobile order, Qwest has taken action to withdraw any state tariffs for Wireless (including Paging) Type 1 and Type 2 Interconnection in many states and will continue to do so for any remaining states. However, as discussed in the previous notice, Qwest began to offer continuing and comparable service via the Wireless or Paging Interconnection Agreement(s), as applicable, for both service categories. The vast majority of customers receiving the previous notice have not engaged in negotiations with Qwest in order to complete the interconnection agreements. Under the rules applying to the interim arrangements in place between Qwest and these customers, as codified in 47 F.R. ~51.715, these arrangements must tenninate if an agreement is not complete or neither party has filed for arbitration. Qwest has no desire to jeopardize its customers' services , nor does it wish to take this large number of its customers through the time and expense of an arbitration in order to finalize these agreements. However Qwest is required to complete interconnection agreement negotiations its customers. Therefore, Qwest is sending another notice its customers who have not completed interconnection agreement negotiations in order to renew the interim arrangements in place and pennit Qwest and its customers to complete negotiations for an interconnection agreement. In order to continue to make this transition as seamless as possible for CMRS providers, Qwest will, renew the interim arrangements which were in place under the previous notice effective as of the date of this notification and letter. Since Qwest has not received requests for changes in the interim arrangements from its customers, Qwest does consider these interim arrangements accepted by o::::WSJ? for all existing and future traffic exchanged with Qwest and is continuing to file the terms and conditions of those interim arrangements with the appropriate state commissions as the terms and conditions of the interim interconnection arrangement(s) between Qwest and o::::WSJ?. For ongoing filings, Qwest will supplement those filings with this notice. For all purposes, this letter shall be deemed a new formal request for negotiations between Qwest and o::::WSJ?, pursuant to 47 c.F.R. 20., as revised by the FCC in the Mobile decision. The terms of the Agreement(s) you received with the previous notice remain the terms and conditions of Qwest's template interconnection agreement which will be used for such negotiations between Qwest and o::::WSJ?. Consistent with C.R. 20., the interim rates identified in this letter and attachments shall apply during the pendency of the interconnection negotiations. Should negotiations not be concluded within the timeframe set forth in the Telecommunications Act of 1996, Qwest may file for arbitration with the applicable state commission between the 135th and 160th day after the date of this letter, or i~~!'ti~1'12~; ~~~~ and l~s~:~fl~l:g,QQ~ respectively. If you have any questions or would like to discuss this notice please contact your Qwest Service Manager ((Serv FName)) ((Serv~Name)) on ((Serv Phone)). Qwest appreciates your business and we look forward to our continued relationship under an appropriate interconnection agreement with o::::WSJ?. Exhibit E STOEL ~~, 101 S. Capitol Boulevard. Suite 1900 Boise, Idaho 83702 main 208.389,9000 fax 208.389,9040 www,stoeLcom ATTORNEYS AT LAW December 2, 2005 MARy S. HOBSON Direct (208) 387-4277 mshobso~toel.com VIA HAND DELIVERY Jean D. Jewell Idaho Public Utilities Commission 472 West Washington Street O. Box 83720 Boise, ID 83720-0074 Dear Jean: This letter is to advise you that Qwest had provided notice to Wireless and Paging Type 1 and Type 2 Interconnection Customers, requesting interconnection agreement negotiations and implementing interim arrangements for rates, terms and conditions. On February 24, 2005, the Federal Communications Commission (FCC) issued its decision the Matter of Developing a Unified Intercarrier Compensation Regime T-Mobile et al. Petition for Declaratory Ruling regarding Incumbent LEC Wireless Termination Tariffs, CC Docket No. 01-92. In its Order, the FCC amended its rules to prohibit LECs from imposing compensation obligations for non-access CMRS traffic pursuant to tariff and to make clear that an incumbent LEC may request interconnection from a CMRS provider and invoke the negotiation and arbitration procedures set forth in section 252 of the 1996 Telecommunications Act. The Order further provided that existing wireless termination tariffs shall no longer apply upon the effective date of the amended rules and establishes interim compensation requirements under C.R. 20. that apply while interconnection arrangements are established. The rules became effective April , 2005. Pursuant to the FCC's direction, Qwest sent a letter (attached as Exhibit 1) establishing interim rates applicable under rule 20.11. In the absence of direction by the FCC on terms and conditions that apply to the rates, Qwest proposed that the attached interconnection agreement terms and conditions provided with Exhibit 1 apply during the pendency of any negotiations. The proposed Agreement aligned pricing with the state commission implemented or approved rate elements pursuant to 47 C.R. 51.715. Oregon Washington California Boise-190469.1 0029164-00012 Utah Idaho Jean D. JeWell Idaho Public Utilities Commission December 2, 2005 Page 2 Qwest continued to offer interconnection services according to the terms and conditions of the interim arrangements during the time period for negotiation. The vast majority of these carriers did not reply to Qwest's request and did not engage in negotiations at all for a permanent interconnection agreement. Pt1or to the expiration of the interim arrangements under the terms of 47 c.F.R. ~51.715, Qwestsent the letter attached and labeled Exhibit 2 to those customers who have not negotiated permanent agreements. The letter reestablishes the interim arrangements and permits the customers to continue to receive existing services without disruption. Should the customers continue to refuse to negotiate with Qwest for a permanent agreement, Qwest will either seekmediation and/or arbitration with the Commission or seek to discontinue offering interconnection services under the interim arrangements. Qwest will otherwise continue to offer the interim arrangements according to 47 C.R. ~51.715 until those arrangements expire according to the rule. Please feel free to contact me if you have any questions. Very truly yours 1:; /~ C-, MSH:blm Enclosures Boise-190469.1 0029164-00012 Exhibit F Announcement Date: Effective Date: Document Number: January 13,2006 Immediately Notification Category: Target Audience: SubjectJProduct Name: Contract Notification Select Paging Customers Paging Interconnection - Type 1 and Type 2 As announced in May of 2005 and again in October of 2005, Owest has taken steps to withdraw the sections of the state tariffs governing the Paging Interconnection product. Owest wishes to continue service to you and has requested that you review and sign an interconnection agreement with us. The latest version of the Owest Type1 and Type 2 Paging template agreement is now available on the Owest website. It incorporates the latest changes sought by paging customers as a result of recent conference calls. Signing and returning this agreement may reduce your costs of doing business with Owest. The URL is htlp://www.qwest.com/whoiesale/clecs/neqotiations.htmi.It is listed under 'Wireless Agreements . The template incorporates the following changes: Type 1 Owest is proposing bill-and-keep for all facilities used deliver traffic, land to mobile from Owest within the LATA to the customer point of interconnection within Owest Territory. The billing demarcation point, which required charging private line traffic rates beyond 37.5 miles, is eliminated. Owest will not charge for facilities necessary to relay transiting traffic. In exchange, Owest expects that the paging provider will not bill Owest for terminating Owest-originated traffic on the paging provider's network. Type 2 The paging provider will continue to pay for the portion of the facility used to carry transit traffic. Owest will pay reciprocal compensation for Type 2 traffic to the paging provider. The paging provider is required to send Owest a direct bill as per the example in Appendix C of the template agreement. In order to continue our business relationship, Owest encourages you to review the interconnection agreement, sign it, retain a copy and return the original to Owest by following the instructions on the Owest website. Time is running out. Owest will not be able to continue interim serving arrangements beyond March 19, 2006 for Type 1 and Type 2 paging service lacking a signed agreement. If you have questions conceming the agreement, please contact Bryan Sanderson at 206-345-2275 or at Bryan.Sanderson (g) qwest.com or your Owest Service Manager, oe::ServiceManagerName;:. on oe::ServiceManagerPhone;:.. Owest anticipates a continuing relationship under an interconnection agreement. Thank you. Exhibit G Announcement Date: Effective Date: Document Number: February 2, 2006 Immediately Notification Category: Target Audience: SubjectlProduct Name: Contract Notification Select Wireless Interconnection Customers ACTION REQUIRED: Wireless Interconnection -Type 1 and Type 2 As announced in May of 2005 and again in October of 2005, Owest has taken steps to withdraw the sections of state tariffs governing Wireless Interconnection services. Qwest wishes to continue to provide service to you. However, it must now be done under an Interconnection Agreement. Owest has requested that you review and sign an interconnection agreement The Owest Type1 and Type 2 Wireless templates are available on the Owest website. The URL is htlp://www.awestcom/whoiesale/clecs/neaotiations.htmi. They are listed under 'Wireless Agreements . The templates incorporate the following: Owest offers Type 1 and Type 2 Wireless Interconnection at rates aligned with the state commission approved rate elements. Qwest offers continuing service and services comparable to those formerly available in the state tariffs. In order to continue our business relationship, Owest encourages you to review and execute the Type 1 and/or Type 2 Wireless templates, either by contacting Bryan Sanderson or sending an email to Intagree(g)qwestcom. Time is running out Qwest will not be able to continue providing Type 1 and Type 2 wireless service under the interim pricing arrangements without an agreement. The statutory negotiation period for these agreements closes on March 19, 2006. You will get the same services under the interconnection agreement If you have questions concerning the agreement, or are unable to access the website, please contact Bryan Sanderson at 206-345-2275 or at Bryan. Sanderson (g) qwestcom. Owest appreciates your business and we look forward to a continued relationship under an interconnection agreement Sincerely, Larry Christensen, Director Interconnection Agreements Exhibit H THIS LETTER REQUIRES YOUR IMMEDIATE TTENTION AND RESPONSE This is the third notice we have sent to your company requesting negotiations for an interconnection agreement to comply with the FCC's Mobile decision (FCC Release No. 05-42) released last February. We initiated these negotiations on May 3, 2005, repeated our request for negotiations on October 11 2005 , and again on January 13 2006 (for paging Type 1 and Type 2 providers) or February 2 (for wireless Type 1 and Type 2 providers). Also, during this timeframe, Qwest conducted teleconference negotiation sessions on November 16 , and December 7 2005 for paging Type 1 and Type 2 providers, and on December 8, 2005 for wireless Type 1 and Type 2 providers. These requests asked your company to consider a proposed template agreement. As indicated in prior correspondence, a current copy of Qwest's proposed agreements can be downloaded from http://www .qwest.comlwholesale/clecs/wirelessagreements.htmI.If you now have a signed interconnection agreement with Qwest, you may discard this letter. Weare concerned, if your company has not yet responded to any of our negotiation requests. Section 252 of the federal Telecommunications Act and 47 CFR ~ 20.11 both impose a duty to negotiate in good faith in response to these requests. Your company failure even to respond during an extended negotiation window violates this duty. As indicated in our prior letters, because of the FCC'Mobile decision, Qwest cannot continue providing service to its Type 1 and Type 2 wireless and paging customers without having interconnection agreements in place. As required by the Mobile order Qwest has been offering your company service pursuant to interim interconnection and pricing arrangements on a temporary basis. However, Qwest will not be able to continue these interim arrangements after March 19,2006, when the statutory negotiation window closes, unless we have entered into an interconnection agreement with your company by that time, are actively engaged in negotiations to create such an agreement or have initiated a commission proceeding to obtain such an agreement. Qwest would rather avoid taking the drastic measure of discontinuing services to your company. Therefore, if your company engages in substantial good faith negotiations with Qwest on or before March 13, Qwest is willing to consider extending the negotiation window and the interim interconnection and pricing arrangements as needed. Otherwise, on March 17, 2006, Qwest will submit the proposed interconnection agreement to the public utilities commission for each state in which your company operates, and ask that the Commission impose that agreement upon your company. If the Commission will not approve the proposed agreement, we will move to discontinue the services provided to your company. The deadline is quickly approaching. Please contact Bryan Sanderson immediately at 206-345-2275 or at Bryan.Sanderson(g)qwest.com. Inform him as to your intent to either continue or discontinue the services provided to your company.