20060822Complaint.pdf

RECEIVED
200& AUG 21 PM~: 12mr€UJ:ARJI)J~tQ;.lNi &: (\)J~EAR1:FATTORNEYS AT I.
Molly O'Leary IDAHO PU8L1C
UTILITIES COMMISSION
rel: 208-938-7900 fax: [phone]
moll yii!' r ie ha rd son a nd oleary. com
1'.0. Box 7218 Boise llJ. 83707 - 515 N. 27rh Sr. Boise, IV. 83702
21 August 2006
Ms. Jean Jewell
Commission Secretary
Idaho Public Utilities Commission
POBox 83720
Boise 10 83720-0074
RE: Case No. Qwt;.-T-6b-t'7
Dear Ms. Jewell:
Enclosed please find an original and seven (7) copies of AT&T
COMMUNICATIONS OF THE MOUNTAIN STATES , INC.'S COMPLAINT against
QWEST CORPORATION.
In addition, please find an original and seven (7) copies of the enclosed
MOTION FOR LIMITED ADMISSION of Daniel T. Foley, General Attorney &
Assistant General Counsel for AT&T COMMUNICATIONS OF THE MOUNTAIN
STATES, INC. (UAT&T"); Dennis G. Friedman, of MAYER, BROWN, ROWE & MAW
LLP; and Theodore A. Livingston, of MAYER, BROWN ROWE & MAW LLP
attorneys for AT&T.
I have also enclosed an extra copy of each of the foregoing pleadings to be
service-dated and returned to us for our files. Thank you.
end.
Molly O'Leary (ISB No. 4996)
RICHARDSON & O'LEARY PLLC
515 North 2ih Street
O. Box 7218
Boise, Idaho 83707
Telephone: [phone]
Fax: [phone]
Mail: molly~,richardsonandoleary.com
RECEIVED
2060 ~UG 2 \ PM 5: 03
n, I
... '\1'f.; D!_\dh l~~\SS\ON
UT\L\l It. 111".
Theodore A. Livingston
Dennis G. Friedman
MAYER, BROWN, ROWE & MAW LLP
71 South Wacker Drive
Chicago, IL 60606-4637
Telephone: [phone]
Fax: [phone]
Mail: dfriedman~mayerbrown. com
Dan Foley
General Attorney & Assistant General Counsel
AT&T WEST
P. O. Box 11010; 645 E. Plumb Lane, B132
Reno, Nevada 89520
Telephone: [phone]
Fax: [phone]
Mail: df6929~att.com
Attorneys for Complainant AT&T Communications of the Mountain States, Inc.
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
vs.
AT&T COMMUNICATIONS OF THE MOUNTAIN )
STATES , INC.
Complainant
CASE NO. Qwc=:t -cb-(7
COMPLAINT
QWEST CORPORATION
Respondent.
AT&T COMPLAINT AGAINST QWEST
COMPLAINT
Complainant AT&T Communications of the Mountain States, Inc. ("AT&T"), by its
undersigned attorneys, complains against Respondent Qwest Corporation ("Qwest") as follows:
INTRODUCTION
Pursuant to the federal Telecommunications Act of 1996 ("1996 Act"), incumbent
telecommunications carriers such as Qwest are required to enter into interconnection agreements
with other telecommunications carriers that request access to the incumbent carrier s network
facilities and services. 47 U.C. ~~ 251-52. All interconnection agreements must be filed with the
appropriate State public utilities commission - here, the Idaho Public Utilities Commission ("PUC"
- for approval. 47 u.S.c. ~ 252(a), (e). Once an interconnection agreement is approved, the
incumbent carrier must make available any interconnection, service, or network element provided
under the agreement to any other requesting carrier at the same rates and on the same terms and
conditions as those provided in the approved interconnection agreement. 47 U.C. ~ 252(i). To
effectuate this requirement, the state commission must keep approved agreements "available for
public inspection." 47 U.C. ~ 252(h).
Idaho law also prohibits telecommunications carriers such as Qwest from engaging in
rate discrimination. ~ 62-609(2), Idaho Code.
Notwithstanding these legal requirements and prohibitions, Qwest entered into secret
interconnection agreements with two telecommunications providers in Idaho. The secret agreements
permitted those providers to purchase certain products and services at discounts of up to ten percent
AT&T COMPLAINT AGAINST QWEST - 2
off the rates that other carriers, including AT&T, were paying Qwest for the same services. Qwest
did not file these interconnection agreements with the PUC as required by law, and, because they
were not filed and remained undisclosed, AT&T did not know about them and therefore could not
demand the same discounted rates in a timely manner, as it was entitled to do.
In addition to violating federal and state law, Qwest's intentional concealment ofthe
secret agreements also constituted a breach of its interconnection agreement with AT&T. This
contract provided, among other things, that Qwest would "act in good faith and consistently with the
intent of the (1996) Act" and that Qwest would make products and services available to AT&T on
the same rates, and on the same terms and conditions, as Qwest provided to other carriers. Qwest
breached its contract with AT&T by failing to act in good faith, by failing to act consistently with
the intent of the 1996 Act, by hiding the secret agreements from AT&T, by intentionally failing to
comply with the filing requirements of federal and state law, by intentionally preventing AT&T from
exercising its rights to avail itself of the discounted rates in the secret agreements, and by failing to
fulfill its implied covenant of good faith and fair dealing under Idaho law.
As a consequence of Qwest' s willful and intentional violations of law , AT&T has
suffered damages consisting of, at a minimum, the difference between what it paid Qwest and the
amount it would have paid if Qwest had charged it the lower rates it should have charged it. Those
damages exceed $650 000. Complainant brings this action for enforcement ofthe terms of the
McLeod and Eschelon agreements against Qwest, breach of its contractual obligations, and violation
of state anti-discrimination laws.
THE PARTIES
AT&T is a Colorado corporation with its principal place of business in New Jersey.
AT&T provides telephone exchange service, exchange access and other telecommunications and
AT&T COMPLAINT AGAINST QWEST - 3
information services within the State of Idaho. AT&T is a local exchange carrier within the meaning
of section 153(26) ofthe 1996 Act (47 U.C. ~ 153(26)).
Qwest is a Colorado corporation with its principal place of business in Colorado.
Qwest provides telephone exchange service, exchange access and other telecommunications and
information services within the State of Idaho. Qwest is an "incumbent local exchange carrier
incumbent LEC" or "ILEC"), as that term is defined in section 251 (h) of the 1996 Act, in its
authorized service areas in Idaho (47 US.C. ~ 251(h)).
JURISDICTION AND VENUE
AT&T brings this Complaint pursuant to Sections 62-609(3), 62-605(b) and 62-
615(1), Idaho Code.
GENERAL ALLEGATIONS
The Telecommunications Act of 1996
Sections 251 and 252 of the Act establish the requirements and process by which
competing local exchange carriers ("competing LECs" or "CLECs ) (AT&T in this case) may gain
access to the networks, facilities and services of incumbent LECs (Qwest in this case) in order to
provide competitive telephone exchange service and exchange access.
10.Section 251 requires an incumbent LEC to, among other things: (1) allow competing
carriers to "interconnect" with the incumbent LEC' s network for the "transmission and routing of
telephone exchange service and exchange access " 47 US.C. ~ 251 (c)(2); (2) provide competitors
with access to elements of the incumbent LEC's network on an unbundled basis to enable them to
provide competing telecommunications services, 47 U.C. ~ 251(c)(3); and (3) offer to competitors
at wholesale rates, for resale, the incumbent LEC's retail services, 47 US.C. ~ 251(c)(4).
AT&T COMPLAINT AGAINST QWEST - 4
11.Under the 1996 Act, the rates, terms and conditions pursuant to which an incumbent
LEC provides interconnection, network elements and services to a competing LEC are set forth in an
interconnection agreement" between those parties. The incumbent LEC and the competing LEC
may arrive at an interconnection agreement either through negotiation alone (47 US.c. ~ 252(a)) or
if they are unable to reach complete agreement through negotiation, through State utility commission
arbitration ofthe umesolved issues (47 U.C. ~ 252(b)).
12.Any interconnection agreement, whether negotiated or arbitrated, must be filed with
the State commission for approval under section 252(e). As the Federal Communications
Commission ("FCC") has observed, this filing requirement "best promotes Congress s stated goals
of opening up local markets to competition, and permitting interconnection on just, reasonable, and
nondiscriminatory terms. State commissions should have the opportunity to review all agreements.
. . to ensure that such agreements do not discriminate against third parties, and are not contrary to the
public interest." Implementation of the Local Competition Provisions in the Telecommunications
Act of 1996, First Report and Order, 11 FCC Rcd 15499, 15583 , ~ 167 (1996)(emphasis in original)
(subsequent history omitted).
13.After an interconnection agreement is approved by the State commission, other
carriers may adopt the rates, terms and conditions in the agreement pursuant to section 252(i) of the
1996 Act. As the FCC has explained, one of the "key purposes of the section 252(a) filing
requirement is that carriers will know which interconnection agreements (and terms) are available
under section 252(i).Notice of Apparent Liability for Forfeiture 19 FCC Rcd 5169 (2004).
Qwest's Secret Agreements with Eschelon and McLeodUSA
14.Beginning in or about February 2000, Qwest entered into secret interconnection
agreements with Eschelon Telecom ("Eschelon
).
Those agreements (the "Eschelon Agreements
AT&T COMPLAINT AGAINST QWEST - 5
established rates, terms, and conditions, for telecommunications service and facilities that Qwest
provided, or agreed to provide, to Eschelon, including rates, terms, and conditions that were not
contained in agreements with other similarly situated companies, including AT&T. Qwest did not
file these agreements with the PUC as required by law. The Eschelon Agreements were not made
publicly available in a timely manner, and Qwest did not in a timely manner either provide AT&T
with a copy of these agreements or otherwise notify AT&T of their existence or content.
15.Beginning in or about April 2000, Qwest entered into secret interconnection
agreements with McLeodUSA Telecommunications Services, Inc. ("McLeodUSA"). Those
agreements (the "McLeodUSA Agreements ) established rates, terms and conditions for
telecommunications services and facilities that Qwest provided, or agreed to provide, to
McLeodUSA, including rates, terms, and conditions that were not contained in agreements with
other similarly situated companies, including AT&T. Qwest did not file these agreements with the
PUC as required by law. The McLeodUSA agreements were not made publicly available in a timely
manner, and Qwest did not in a timely manner either provide AT&T with a copy ofthese agreements
or otherwise notify AT&T of their existence or content.
Terms of AT&T Interconnection Agreement
16.During the period while Qwest's secret agreements with Eschelon and McLeodUSA
were in place, Qwest was also a party to interconnection agreements with AT&T. The
interconnection agreement between Qwest and AT&T in effect in 2001 and 2002 in Idaho ("AT&T
Agreement") required Qwest to abide by the terms of the 1996 Act. In particular, the parties agreed
to "act in good faith and consistently with the intent of the Act." Cmplt. Ex. Scope of Agreement
Section B. The AT&T Agreement also required Qwest to make available to AT&T the rates, terms
AT&T COMPLAINT AGAINST QWEST - 6
and conditions of any other interconnection agreements to which Qwest is a party. See Cmplt., Ex.
Section 2.
Complainants Have Been Damaged By Qwest's Unlawful Behavior.
17.If AT&T had known about Qwest's secret agreements with Eschelon and
McLeodUSA in a timely manner, AT&T would have availed itself of the discounts in the Eschelon
and McLeodUSA Agreements.
18.The amount that AT&T paid Qwest for services during the time period in which the
Eschelon and McLeodUSA Agreements were in effect were approximately ten percent higher than
the amounts that Eschelon and McLeodUSA paid Qwest for the same or comparable services
pursuant to the secret agreements.
COUNT I
Breach of Contract
19.The allegations of paragraphs 1 through 18 are repeated and realleged as paragraph
19 of Count
20.Implied covenants of good faith and fair dealing were part of Qwest' s obligations
under the AT&T Agreement. Those covenants included an obligation by Qwest to comply with
Section 62-609, Idaho Code, which prohibits telecommunications companies such as Qwest from
granting preferences to other telephone corporations with respect to its prices or charges; from
subjecting any telephone corporation to any prejudice or competitive disadvantage with respect to its
prices or charges for providing access to its local exchange network; and from establishing or
maintaining any umeasonable difference as to its prices or charges for access to its local exchange
network.
21.Qwest's conduct as alleged above violated Section 62-609, Idaho Code.
AT&T COMPLAINT AGAINST QWEST - 7
22.Qwest's conduct as alleged above breached Qwest's obligations and covenants under
the AT&T Agreement.
23.
WHEREFORE, AT&T respectfully requests this Commission to (1) find that Qwest by its
actions described herein breached the AT&T Agreement; and (2) enforce the terms of the AT&T
Agreement with Qwest by providing it with same benefits that Qwest provided to Eschelon &
McLeod in their agreements and thereby order Qwest to reimburse AT&T the aggregate amount of
the price differential between what it paid Qwest and what it should have paid Qwest had it been
permitted to opt into the Eschelon and McLeodUSA Agreements, plus interest, costs, and such other
and further relief as this Commission deems just.
Jf-DATED this
~ ~y
of August, 2006.
RICHARDSON & O'LEARY, P.LLC.
r AT&T COMMUNICATIONS OF
AIN STATES, INC.
AT&T COMPLAINT AGAINST QWEST - 8
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the &staay of August, 2006 a true and correct copy of
the within and foregoing COMPLAINT was filed with the Idaho Public Utilities Commission as
indicated below:
Ms. Jean Jewell
Commission Secretary
Idaho Public Utilities Commission
POBox 83720
Boise ill 83720-0074
d Delivery
- U.S. Mail, postage pre-paid
Facsimile
Electronic Mail
Certificate of Service - 1
Qu-,)E. -
\ - p" -
RECEIVED
200G AUG 21 PM 5: O~
'C',..\ti 0 _i."
UTILITIES COfAMISSION
COMPLAINANT'S EXHIBIT
AT&T -Qwest Interconnection Agreement
AT&T Complaint Against Qwest EXHffiIT 1
AGREEMENT
FOR LOCAL WIRELINE NETWORK INTERCONNECTION
AND
SERVICE RESALE
Between
AT&T Corp.
and
U S WEST Communications, Inc.
in the State of Idaho
TABLE OF CONTENTS
RECITALS
SCOPE OF AGREEMENT
DEFINITIONS
1. General Provisions
2. Most Favored Nation Terms and Treatment
3. Payment
4. Taxes
5. Intellectual Property
6. Severability
7. Responsibility for Environmental Contamination
8. Brandinq
9. Independent Contractor Status
10. Referenced Documents
11. Publicity and Advertisinq
12. Executed in Counterparts
13. Headinqs Not Controlling
14. Joint Work Product
15. Survival
16. Effective Date
17. Amendment of Aqreement
18. Indemnification
19. Limitation of Liabilitv
USWC/AT&T Interconnection Agreement - Idaho
Page
07/27/98
20. Term of Aqreement
21. Governinq Law
22. Cancellation Charqes
23. Requlatory Approvals
24. Compliance
25. Force Majeure
26. Escalation Procedures
27. Dispute Resolution
28. Nondisclosure
29. Notices
30. Assiqnment
31. Warranties
Page 2
32. Default
33. Remedies
34. Waivers
35. No Third Party Beneficiaries
36. Physical Security
37. Network Security
38. Revenue Protection
39. Law Enforcement Interface
40. Collocation
41. Technical References - Collocation
42. Number Portability
43. Dialinq Parity
44. Directory Listinqs
45. Intentionally Left Blank
46. U S WEST Dex Issues
47. Access to Poles. Ducts. Conduits, and Riqhts of Way
48. Bona Fide Request Process for Further Unbundlinq
49. Audit Process
USWC/AT&T Interconnection Agreement - Idaho 07/27/98
Page 3
50. Miscellaneous Services
51. Unused Transmission Media
52. Service Standards
53. Entire AQreement
54. Reservation of Riqhts
SIGNATURE PAGE
ATTACHMENTS
Attachment 1
Attachment 2
Attachment 3
Attachment
Attachment 5
Attachment 6
Attachment 7
Rates and Charges
Resale
Unbundled Access/Elements
Interconnection
Business Process Requirements
Electronic Interfaces
Implementation Schedule
USWC/AT&T Interconnection Agreement - Idaho 07/27/98
Page 4
This Interconnection Agreement (this "Agreement'?, effective 199 (the "Effective Date"),
is entered into by and between A T& T Communications of the Mountain States, Inc.Colorado Corporation
and U S WEST Communications, Inc.Colorado corporation, to establish the rates, terms and conditions
for local interconnection, local resale, and the purchase of unbundled network elements (individually refe"ed
to as the "servicen or collectively as the "services
RECITALS
WHEREAS, pursuant to this Agreement, A T& T and U S WEST will extend certain arrangements to
one another within each LATA in which they both operate within Idaho. This Agreement is combination ofagreed terms and terms imposed by arbitration under Section 252 of the Communications Act of 1934
modified by the Telecommunications Act of 1996 the rules and regulations of the Federal Communications
Commission, and the orders, rules and regulations of the Idaho Public Utilities Commission; and as such
does not necessarily represent the position of either Party on any given issue; and
WHEREAS, the Parties wish to interconnect their local exchange networks in technically and
economically efficient manner for the transmission and termination of calls, so that subscribers of each can
seamlessly receive calls that originate on the other's network and place calls that terminate on the others
network, and for T& T's use in the provision of exchange access ("Local Interconnection"); and
WHEREAS, A T& T wishes to purchase Telecommunications Services for resale to others, andU S WEST is willing to provide such services; and
WHEREAS, A T& T wishes to purchase on an unbundled basis Network Elements, Ancillary Services
and Functions and additional features separately or in any Combination and to use such services for itselfor for the provision of its Telecommunications Services to others, and U S WEST is willing to provide suchservices;
Now, therefore, in consideration of the terms and conditions contained herein, AT&T and U WESThereby mutually agree as follows:
SCOPE OF AGREEMENT
A. This Agreement specifies the rights and obligations of each Party with respect to thepurchase and sale of Local Interconnection, Local Resale and Network Elements in the LA TAs in Idahowhere U S WEST operates.
B. In the performance of their obligations under this Agreement, the Parties shall act in goodfaith and consistently with the intent of the Act. Where notice, approval or similar action by Party ispermitted or required by any provision of this Agreement (including, without limitation, the obligation of the
Parties to further negotiate the resolution of new or open issues under this Agreement) such action shall not
be unreasonably delayed, withheld or conditioned.
C. US WEST will provide AT&T with at least the level of service quality or performance
of obligations under this Agreement as U S WEST provides itself or any other Person with respect to
all Telecommunications Services, Local Interconnection, Services for Resale, and Network Elements
1 Per Order 27236 of the Idaho Public Utitlites Commission (Dec. 1
, 1997), at p. 8.4 Per Sixth Order, at p. 3.
USWC/A T& T Interconnection Agreement - Idaho 07/27/98
Page 5
as applicable and shall provide such level of service quality or performance of service obligations in
accordance with the specific requirements agreed to in Attachment 5.
D. WEST shall provide to T& T Services for Resale that are equal in quality, subject to the
same conditions (including the conditions in U WESTs effective tariffs which are not otherwise inconsistent
with the terms and conditions contained herein), within the same provisioning time intervals that U WEST
provides these services to itse/~ its Affiliates and others, including end users, and in accordance with any
applicable Commission service quality standards, including standards the Commission may impose pursuant
to Section 252 (e)(3) of the Act.E. Each Network Element provided by US WEST to AT&T shall be at least equal in the
quality of design, performance, features, functions, capabilities and other characteristics, including,
but not limited to, levels and types of redundant equipment and facilities for power, diversity and
security, that U S WEST provides to itself, U S WEST's own subscribers, to a U S WEST Affiliate or to
any other entity.F. The Parties agree to work jointly and cooperatively in testing and implementing processesfor pre-ordering, ordering, maintenance, provisioning and billing and in reasonably resolving issues which
result from such implementation on timely basis.
G. If Party makes change in its network which it believes will materially affect the
interoperability of its network with that of the other Party, the Party making the change shall provide advance
notice of such change to the other Party in accordance with applicable FCC or Commission regulations.
H. In accordance with Section 251(c)(5) of the Act and the rules and regulations established by
the FCC and the Commission, the Parties shall provide reasonable notice of changes in the information
necessary for the transmission and routing of services using that local exchange carrier's facilities or network
as well as of any other changes that would affect the interoperability of those facilities and networks.I. Except as otherwise provided for in Section of Attachment WEST shall notdiscontinue or refuse to provide any service required hereunder without T& T's prior written agreement in
accordance with Section 17 of Part of this Agreement, nor shall U WEST reconfigure, reengineer or
otherwise redeploy its network in manner which would materially impair T& T's ability to offerTelecommunications Services in the manner contemplated by this Agreement, the Act or the FCC's rules and
regulations. U WEST agrees that all obligations undertaken pursuant to this Agreement, including, withoutlimitation, performance standards, intervals, and technical requirements are material obligations hereof and
that time is of the essence.
DEFINITIONS
Certain terms used in this Agreement shall have the meanings set forth herein or as otherwiseelsewhere defined throughout this Agreement. Other terms used but not defined herein will have themeanings ascribed to them in the Act and the FCC's rules and regulations.
911 Service" means universal telephone number which gives the public direct access to the Public Safety
Answering Point (PSAP). Basic 911 service collects 911 calls from one or more local exchange switches that
serve geographic area. The calls are then sent to the correct authority designated to receive such calls.
911 Site Administrator" is person assigned by T& T to establish and maintain 911 service locationinformation for its subscribers.
5 Per Sixth Order, at p. 3.
USWC/AT&T Interconnection Agreement -Idaho 07/27/98
Page 16
General Provisions
TERMS AND CONDITIONS
Each Party is individually responsible to provide facilities within its network which are
necessary for routing, transporting, measuring, and billing traffic from the other Party
network and for delivering such traffic to the other Party's network in the standard format
compatible with T& T's network and to terminate the traffic it receives in that standard
format or the proper address on its network. The Parties are each solely responsible for
participation in and compliance with national network plans, including the National Network
Security Plan and the Emergency Preparedness Plan.
Neither Party shall impair the quality of service to other carriers or to either Party'
Customers, and each Party may discontinue or refuse service if the other Party violates this
provision. Upon such violation, either Party shall provide the other Party notice of such
violation, at the earliest practicable time.
Each Party is solely responsible for the services it provides to its Customers and to other
Telecommunications Carriers.
The Parties recognize that equipment vendors may manufacture telecommunications
equipment that does not fully incorporate and may deviate from industry standards
referenced in this Agreement. Due to the manner in which individual equipment
manufacturers have chosen to implement industry standards into the design of their
products, along with differing vintages of individual facility components and the presence
embedded technologies pre-dating current technical standards, some of the individual
facility components deployed within U WEST's network, including, without limitation
Network Elements and associated business processes and the standards associated with
the equipment providing such Network Elements (collectively, "Network Components"), may
not adhere to all the specifications set forth and described in the Bellcore, ANSI, ITU and
other technical and performance standards outlined in this Agreement. Within forty-five (45)
days after the Effective Date of this Agreement, the Parties will develop process by which
WEST will inform T& T of deviations from standards referenced in this Agreement. In
addition, the Parties agree that those deviations from such standards documented by
WEST to T& T shall, to the extent permitted by FCC and Commission rules and regula-
tions, supersede sections of this Agreement referencing technical standards otherwise
applicable for the affected Network Elements.
WEST agrees that in no event shall it intentionally allow any Network Com-
ponent provided by U WEST to T& T under this Agreement to perform below
the standards or deviations therefrom reflected in Section 3. 1. WEST
shall minimize any degradation to its equipment relative to currently applicable
service, where reasonable in view of industry adopted performance standards
and technological developments. Written notice (the "Change Notice of any
planned changes in standards for any Network Component which could impact
that Network Component will be provided at least ninety (90) days (or at the
make/buy point) prior to the planned implementation. If T& T notifies U
WEST of how the proposed change may adversely impact T& T or its
Customers within fourteen (14) calendar days after receipt of US WEST's
Change Notice, U WEST and T& T will schedule joint discussions to address
and attempt to resolve the matter, including without limitation consideration
proposed alternatives. In addition, if U WEST learns that any Network
USWC/AT&T Interconnection Agreement - Idaho 07/27/98
Page 17
Component purchased by T& T under this Agreement has been permitted
(even if not intentionally) to fall materially below the level or specification in
effect as of the Effective Date, U S WEST shall inform T& T immediately.
Nothing in this Agreement shall be construed as an agreement by the
parties to waive any continuing legal requirement that U S WEST need
only provide access to or interconnection with its network as it exists at
the time that AT&T may request such access, as opposed to a yet unbuilt,
superior one. Modifications to U S WEST's network may be limited to
those required to accommodate interconnection or access to unbundled
network elements. Nothing in this agreement shall constitute a waiver of
any obligation that U S WEST has to meet applicable state or federal
standards respecting the nature, extent, or capabilities of its network that
serves customers in Idaho.
For purposes of providing interconnection to AT&T, in no event shall
U S WEST be required to provide a level of service superior to that which it
provides to Itself.
These preceding conditions shall be applicable for the entire contract and take
precedence over any other conflicting section. The absence of specific references
this Section in potentially conflicting sections is not to be construed to mean that this
Section does not apply.
4The Parties recognize that services and processes to be provided or followed
by US WEST may deviate from those desired by AT&T or otherwise outlined in
this Agreement. Due to the manner in which U S WEST has chosen to adopt
its own processes or implement industry standards into the design of its
services or support functions, some of the services or support functions
deployed within U S WEST may not adhere to all the specifications set forth
and described in this Agreement. Within forty-five (45) days after a request by
either Party, the Parties will develop processes by which U S WEST will inform
AT&T of the standards known by US WEST to differ from standards referenced
in this Agreement for services or support functions actually provided to AT&T.
In addition, the Parties agree that such documented by U S WEST pursuant to
such process shall, to the extent permitted by FCC and Board rules and
regulations, supersede sections of this Agreement referencing such standards,
services, or functions.
Most Favored Nation Terms and Treatment
Until such time as there is final court determination interpreting Section 252(i) of the Act,
S WEST shall make available to A T& T the terms and conditions of any other
agreement for interconnection, unbundled network elements and resale services
approved by the Commission under Section 252 of the Act, in that agreements entirety.
9 Per Sixth Order, at p. 4.10 Per Fifth Order, at p. 1311 Per Sixth Order, at p. 5.
USWC/AT&T Interconnection Agreement - Idaho 07/27/98
Page 18
After there is final court determination interpreting Section 252(i) of the Act, the Parties
agree to revise this Section to reflect such interpretation
Payment
In consideration of the services provided by U S WEST under this Agreement, A T& T shall
pay the charges set forth in Attachment to this Agreement. The billing procedures for
charges incurred by A T& T hereunder are set forth in Attachment to this Agreement.
Taxes
Amounts payable under this Agreement, unless reasonably disputed, are due and payable
within thirty (30) days after the date of U S WESTs invoice or within twenty (20) days of
receipt of the invoice, whichever is later. If the payment due date is not Business Day, the
payment shall be made the next Business Day.
A late payment charge of 5% applies to all billed balances, not reasonably disputed, which
are not paid within the applicable time period set forth in Section above. To the extent
A T& T pays the billed balance on time, but the amount of the billed balance is reasonably
disputed by A T& T, and, it is later determined that refund is due A T& T, interest shall be
payable on the refunded amount in the amount of 5% per month. To the extent AT&T
pays the billed balance on time, but the amount of the billed balance is reasonably disputed
by A T& T, and, it is later detennined that no refund is due A T& T, no interest shall be payable
on the disputed amount.
3.4 Late payment charges shall not be used as a credit" to a deposit, if any, without the express
approval of U S WEST.
Unless specified otherwise in this Agreement, U S WEST shall bill all amounts due from
A T& T for each resold seNice in accordance with the terms and conditions as specified in
the U S WEST tariff.
Any federal, state or local excise, sales, or use taxes (excluding any taxes levied on income)
resulting from the performance of this Agreement shall be borne by the Party upon which the
obligation for payment is imposed under applicable law, even if the obligation to collect and
remit such taxes is placed upon the other Party. Any such taxes shall be shown as separate
items on applicable billing documents between the Parties. The Party so obligated to pay
any such taxes may contest the same in good faith, at its own expense, and shall be entitled
to the benefit of any refund or recovery, provided that such Party shall not permit any lien
exist on any asset of the other Party by reason of the contest. The Party obligated to collect
and remit taxes shall cooperate fully in any such contest by the other Party by providing
records, testimony and such additional information or assistance as may reasonably be
necessary to pursue the contest. To the extent sale is claimed to be for resale tax
exemption, the purchasing Party shall furnish the providing Party proper resale tax
exemption certificate as authorized or required by statute or regulation by the jurisdiction
providing said resale tax exemption. Failure to timely provide said resale tax exemption
certificate will result in no exemption being available to the purchasing Party during the
applicable reporting period.
Intellectual Property
12 Per Third Order, at pp. 1-
USWC/AT&T Interconnection Agreement - Idaho 07/27/98
Page 19
Obligations of Party Requesting Access. As a condition to the access or use of
patents, copyright, trade secrets, and other intellectual property (including software)
owned or controlled by a third party to the extent necessary to implement this
Agreement or specifically required by the then applicable federal and state rules and
regulations relating to Interconnection and access to telecommunications facilities
and services ("Third Party Intellectual Property"), the Party providing access may
require the other, upon written notice from time to time, to obtain a license or
permission for such access or use of Third Party Intellectual Property, make all
payment, if any, in connection with obtaining such license, and provide evidence of
such license.
Obligations of Party Providing Access. The Party providing access shall provide a list
of all known and necessary Third Party Intellectual Property applicable to the other
Party, and take all necessary and appropriate steps to facilitate the negotiation of any
mandatory licenses. The Party providing access shall undertake such steps in good
faith and shall encourage the Third Party Intellectual Property Owner to grant any
mandatory licenses. The treatment of third party licenses shall be in accordance with
FCC rules and regulations and/or judicial determinations.
Any intellectual property jointly developed in the course of performing this
Agreement shall belong to both Parties who shall have the right to grant non-
exclusive licenses to third parties except as otherwise designated in writing by one
Party to another. Any intellectual property which originates from or is developed by
a Party shall remain the exclusive ownership of that Party. Except for a limited
license to use patents or copyrights to the extent necessary for the Parties to use
any facilities or equipment (including software) or to receive any service solely as
provided under this Agreement, no license in patent, copyright, trademark or trade
secret, or other proprietary or intellectual property presently or hereafter owned,
controlled or licensable by a Party, is granted to the other Party or shall be implied
or arise by estoppel.
If, after the Party providing access under this Agreement has met all of its
obligation set forth pursuant to this Section 5, the other Party fails to obtain a
license or permission for access or use of Third Party Intellectual Property, the
Party providing access shall have no indemnification obligation hereunder for any
loss, cost, claim, liability, damage and expense, including reasonable attorney
fees, to third parties, relating to or arising out of the failure of the other Party to
obtain such license or permission. The applicability of Section 18 indemnification
rights in the case of Third Party Intellectual Property shall be contingent upon
compliance with all obligations under this Section 5.
Severability
6. 1 In the event that anyone or more of the provisions contained herein shall for any reason be
held to be unenforceable or invalid in any respect under law or regulation, the Parties will
negotiate in good faith for replacement language. If any part of this Agreement is held to be
invalid or unenforceable for any reason, such invalidity or unenforceability will affect only the
portion of this Agreement which is invalid or unenforceable. In all other respects this
USWC/AT&T Interconnection Agreement - Idaho 07/27/98
Page 20
Agreement will stand as if such invalid or unenforceable provision had not been part
hereo~ and the remainder of this Agreement shall remain in full force and effect.
Responsibility for Environmental Contamination
A T& T shall in no event be liable to U S WEST for any costs whatsoever resulting from the
presence or release of any environmental hazard A T& T did not introduce to the affected
work location. U S WEST shall, at A T& T's request, indemnify, defend, and hold harmless
A T& T, and each of its officers, directors and employees from and against any losses,
damages, claims, demands, suits, liabilities, fines, penalties and expenses (including
reasonable attomeys' fees) arising out of or resulting from (a) any environmental hazard
U S WEST, its contractors or agents introduce to the work location or (b) the presence
release of any environmental hazard for which U S WEST is responsible under applicable
law.
U S WEST shall in no event be liable to A T& T for any costs whatsoever resulting from the
presence or release of any environmental hazard U S WEST did not introduce to the
affected work location. A T& T shall, at U S WEST's request, indemnify, defend, and hold
harmless U S WEST, and each of its officers, directors and employees from and against any
losses, damages, claims, demands, suits, liabilities, fines, penalties and expenses (including
reasonable attorneys' fees) arising out of or resulting from (a) any environmental hazard
A T& T, its contractors or agents introduce to the work location or (b) the presence of release
of any environmental hazard for which A T& Tis responsible under applicable law.
In the event any suspect materials within U S WEST -owned, operated or leased facilities are
identified to be asbestos-containing, A T& T will ensure that, to the extent any activities which
it undertakes in the facility disturb such suspect materials, such A T& T activities will be
accordance with applicable local, state and federal environmental and health and safety
statutes and regulations. Except for abatement activities undertaken by A T& T or equipment
placement activities that result in the generation of asbestos containing material, A T& T shall
not have any responsibility for managing, nor be the owner of. not have any liability for or
connection with, any asbestos containing material. U S WEST agrees to immediately notify
A T& T if U S WEST undertakes any asbestos control or asbestos abatement activities that
potentially could affect A T& T equipment or operations, including, but not limited to
contamination of equipment.
7.4 Each Party will be solely responsible, at its own expense, for proper handling, storing,
transport and disposal of all (a) substances or materials that it or its contractors or agents
bring to, create or assume control over at work locations, or (b) waste resulting therefrom or
otherwise generated in connection with its or its contractors' or agents' activities at the work
locations.
Branding
This section describes U S WEST's obligations to offer branded and unbranded
services to AT&T.
Where technically feasible, US WEST will offer AT&T branded directory assistance
and operator services. Where branding is not technically feasible, U S WEST will be
13 Per First Order at pages 18-19; Third Order, at 2-
USWC/AT&T Interconnection Agreement -Idaho 07/27/98
Page 21
required to unbrand directory assistance and operator services. U S WEST shall be
able to recover its costs for providing branding andlor unbranding.
(Intentionally left blank for numbering consistency)
(Intentionally left blank for numbering consistency)
U S WEST will not be required to rebrand uniforms and vehicles. If a U S WEST
service representative is dispatched to an AT&T customer at the request of AT&T,
that U S WEST representative shall identify themselves as being present on behalf of
AT&T.
US WEST service representatives dispatched on behalf of AT&T shall leave behind
AT&T supplied information necessary for the service call. This information must
contain a conspicuous disclaimer that U S WEST does not necessarily endorse the
content of the information. However, as provided in this Agreement, neither AT&T
nor U S WEST personnel shall disparage the other company in any manner during a
service call and shall not utilize the service call to market either company s products
unless requested by the customer.
US WEST shall provide, for A T& T'review, the methods and procedures, training
and approaches to be used by U WEST to assure that U WEST meets A T& T'
branding requirements.
This Section shall confer on WEST no rights to the service marks, trademarks
and trade names owned by or used in connection with services by A T& T or its
Affiliates, except as expressly permitted by A T& T.
Independent Contractor Status
Nothing contained herein shall consUtute the Parties as joint venturers, partners, employees
or agents of one another, and neither Party shall have the right or power to bind or obligate
the other.
Each Party is an independent contractor, and has and hereby retains the right to exercise
full control of and supervision over its own performance or its obligations under this
Agreement and retains full control over the employment, direction, compensation and
discharge of all employees assisting in the performance of such obligations. Each Party willbe solely responsible for all matters relating to payment of such employees, including
compliance with social security taxes, withholding taxes, and other payroll taxes with respect
to their respective employees, as well as any taxes, contributions or other obligations
imposed by applicable state unemployment or workers' compensation acts and all other
regulations goveming such matters. Each Party has sole authority and responsibility to hire
fire and otherwise control its employees.
Subject to the limitations on liability and except as otherwise provided in this Agreement
each Party shall be responsible for (a) its own acts and performance of all obligations
14 Per First Order at 19.
15 Per First Order at 19.
16 Per First Order at 19.
USWC/AT&T Interconnection Agreement -Idaho 07/27/98
12.
13.
14.
15.
Page 22
imposed by applicable law in connection wfth fts activfties, legal status and property, real or
personal, and (b) the acts of fts own Affiliates, employees, agents and contractors during the
performance of that Party s obligations hereunder. Except for provisions herein expressly
authorizing one Party to act for the other, nothing in this Agreement shall constftute Party
as legal representative or agent of the other Party, nor shall Party have the right or
authority to assume, create or incur any liabilfty 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
nefther Party shall undertake to perform any obligation of the other Party, whether regulatory
or contractual, or to assume any responsibilfty for the management of the other Party
business.
10.Referenced Documents
10.All references to Sections, Exhibfts, and Schedules shall be deemed to be references to
Sections o~ and Exhibfts and Schedules to, this Agreement unless the context shall
otherwise require. Whenever any provision of this Agreement refers to technicalreference, technical publication T& T practice, U WEST practice, any publication telecommunications industry administrative or technical standards, or any other document
specifically incorporated into this Agreement, ft will be deemed to be reference to the mostrecent version or edftion (including any amendments, supplements, addenda, or
successors) or such document that is in effect, and will include the most recent version or
edftion (including any amendments, supplements, addenda, or successors) of each
document incorporated by reference in such technical reference, technical publication
T& T practice, U WEST practice, or publication of industry standards, unless T& T elects
otherwise.
11.Publicity and Advertising
11. 1 Nefther Party shall publish or use any advertising, sales promotions or other publicftymaterials that use the other Party s logo, trademarks or service marks wfthout the prior
written approval of the other Party.
Executed in Counterparts
12. 1 This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but such counterparts shall together constftute one and the same
instrument.
Headings Not Controlling
13.The headings and numbering of Sections, Parts, Appendices and Attachments in this
Agreement are for convenience only and shall not be construed to define or limft any of the
terms herein or affect the meaning or interpretation of this Agreement.
Joint Work Product
14.This Agreement is the joint work product of the Parties and has been negotiated by theParties and their respective counsel and shall be fairly interpreted in accordance wfth its
terms and, in the event of any ambigufties, no inferences shall be drawn against efther Party.
Survival
USWC/AT&T Interconnection Agreement -Idaho 07/27/98
16.
17.
18.
15.
Page 23
Any liabilities or obligations of Party for acts or omissions prior to the cancellation or
termination of this Agreement; any obligation of Party under the provisions regarding
indemnification, confidential information, limitation of liability, and any other provisions of this
Agreement which, by their terms, are contemplated to survive, or to be performed after
termination of this Agreement, shall survive cancellation or termination thereof.
Effective ' Date
16.This Agreement shall become effective pursuant to Sections 251 and 252 of the Act, on
Amendment of Agreement
17. 1 Except as otherwise provided in this Agreement, no amendment or waiver of any provision
of this Agreement, and no consent to any default under this Agreement, shall be effective
unless the same is in writing and signed by an officer of the Party against whom such
amendment, waiver or consent is claimed. If either Party desires an amendment to this
Agreement during the term of this Agreement, it shall provide written notice thereof to the
other Party describing the nature of the requested amendment. If the Parties are unable
agree on the terms of the amendment within thirty (30) days after the initial request therefor
the Party requesting the amendment may invoke the dispute resolution process under
Section 27 of this Part of this Agreement to determine the terms of any amendment to this
Agreement.
Indemnification
18.Notwithstanding any limitations in remedies contained in this Agreement, each Party (the
Indemnifying Party'? will indemnify and hold harmless the other Party ("Indemnified Party)
from and against any loss, cost, claim, liability, damage and expense, including reasonable
attomeys fees, to third parties, relating to or arising out of the libel, slander, invasion
privacy, misappropriation of a name or likeness, actual or alleged infringement or other
violation or breach of any patent, copyright, trademark, service mark, trade name, trade
dress, trade secret or any other intellectual property presently existing or later created,
negligence or willful misconduct by the Indemnifying Party, its employees, agents, or
contractors in the performance of this Agreement or the failure of the Indemnifying Party to
perform its obligations under this Agreement. In addition, the Indemnifying Party will to the
extent of its obligations to indemnify hereunder, defend any action or suit brought by third
party against the Indemnified Party.
18.The Indemnified Party will notify the Indemnifying Party promptly in writing of any written
claim, lawsuit, or demand by third parties for which the Indemnified Party alleges that the
Indemnifying Party is responsible under this Section 18 and tender the defense of such
claim, lawsuit or demand to the Indemnifying Party. Failure to so notify the Indemnifying
Party shall not relieve the Indemnifying Party of any liability that the Indemnifying Party might
have, except to the extent that such failure prejudices the Indemnifying Party s ability to
defend such claim.
18.The Indemnified Party also will cooperate in every reasonable manner with the defense or
settlement of such claim, demand, or lawsuit. The Indemnifying Party shall keep the
Indemnified Party reasonably and timely apprised of the status of the claim, demand or
lawsuit. The Indemnified Party shall have the right to retain its own counsel, including in-
house counsel, at its expense, and participate in but not direct the defense; provided
USWC/AT&T Interconnection Agreement -Idaho 07/27/98
Page 24
however, that if there are reasonable defenses in addition to those asserted by the
Indemnifying Party, the Indemnified Party and its counsel may raise and direct such
defenses, which shall be at the expense of the Indemnifying Party.
The Indemnifying Party will not be liable under this Section 18 for settlements or
compromises by the Indemnified Party of any claim, demand or lawsuit unless the
Indemnifying Party has approved the settlement or compromise in advance or unless the
defense of the claim, demand or lawsuit has been tendered to the Indemnifying Party in
writing and the Indemnifying Party has failed to timely undertake the defense. In no event
shall the Indemnifying Party settle or consent to any judgment pertaining to any such action
without the prior written consent of the Indemnified Party.
Limitation of Liability
19.Except as otherwise provided in the indemnity section, no Party shall be liable to the other
Party for any loss, defect or equipment failure caused by the conduct of the other Party, the
other Party's agents, servants, contractors or others acting in aid or concert with the other
Party.
18.4
19.
19.2
19.
20.
(Intentionally left blank to preserve numbering consistency)
In no event shall either Party have any liability whatsoever to the other Party for any indirect,
special, consequential, incidental or punitive damages, including, but not limited to, loss
anticipated profrts or revenue or other economic loss in connection with or arising from
anything said, omitted or done hereunder (collectively, "Consequential Damages 1, even if
the other Party has been advised of the possibility of such damages; provided, that the
foregoing shall not limit Partys obligation to indemnify, defend and hold the other Party
harmless against any amounts payable to third party, including any losses, costs, fines
penalties, criminal or civil judgments or settlements, expenses (including attorneys' fees)
and Consequential Damages of such third party. Nothing contained in this section shall limit
either Partys liability to the other for (i) willful or intentional misconduct (including gross
negligence); or (if) bodily injury, death or damage to tangible real or tangible personal
property proximately caused by such Party's negligent act or omission or that of their
respective agents, subcontractors or employees. Notwithstanding the provisions
Section 19.3, to the extent that U WEST tariffs contain limitations on liability, A T&
shall submit language for inclusion in its Intrastate retail tariffs, that is substantially
similar to the limitation of liability language contained in U WEST's tariffs, and such
limitations of liability shall govern for Customer claims. In addition, notwithstanding
the provisions of Section 19.to the extent that the Commission s quality of service
rules provide for remedies to A T& T or its Customers for Customer claims, then those
remedies shall govern as to such claims.
Term of Agreement
20.This Agreement shall be effective for period of three (3) years, and thereafter shall
continue in force and effect unless and until new agreement, addressing all of the terms
this Agreement, becomes effective between the Parties. The Parties shall commence
negotiations on new agreement no later than one (1) year prior to the expiration of the
term of this Agreement. Either Party may request resolution of open issues in accordance
17 Per Third Order, at pp. 3-4.
USWC/AT&T Interconnection Agreement - Idaho 07/27/98
21.
22.
23.
24.
Page 25
wfth the provisions of Section 27 of this Part A of this Agreement, Dispute Resolution
beginning nine (9) months prior to the expiration of this Agreement. Any disputes regarding
the terms and condftions of the new interconnection agreement shall be resolved
accordance wfth said Section 27 and the resulting agreement shall be submitted to the
Commission. This Agreement shall remain in effect until new interconnection agreement
approved by the Commission has become effective.
Governing Law
21.This Agreement shall be govemed by and construed in accordance wfth the Act and the
FCC's rules and regulations, except insofar as state law may control any aspect of this
Agreement, in which case the domestic laws of the State of Idaho, wfthout regard to lis
conflicts of laws principles, shall govern.
Cancellation Charges
22.Except as provided pursuant to Bona Fide Request, or as otherwise provided in any
applicable tariff or contract referenced herein, no cancellation charges shall apply.
Regulatory Approvals
23.This Agreement, and any amendment or modification hereo~ will be submitted to the
Commission for approval in accordance wfth Section 252 of the Act. In the event any
governmental authority or agency rejects any provision hereo~ the Parties shall negotiate
promptly and in good fafth such revisions as may reasonably be required to achieve
approval.
23.US WEST shall provide AT&T summary describing the proposed changers) to each
Telecommunications Service which is available pursuant to this Agreement. U S WEST
shall also provide AT&T summary describing the proposed changers) of each intrastate
and interstate tariff which provides for an Interconnection, unbundled Network Element or
Ancillary Service that is available pursuant to this Agreement. Such summaries shall be
available through an internet Web page to be posted on the same day the proposed change
is filed wfth the Commission or the FCC or at least thirty (30) days in advance of lis effective
date, whichever is earlier.
23.In the event any governmental authority or agency orders U S WEST to provide any service
covered by this Agreement in a9cordance wfth any terms or condftions that individually differ
from one or more corresponding terms or condffJons of this Agreement T& T may elect to
amend this Agreement to reflect any such differing terms or condffJons contained in such
decision or order, wfth effect from the date T& T makes such election. The other servicescovered by this Agreement and not covered by such decision or order shall remain
unaffected and shall remain in full force and effect.
23.4 The Parties intend that any additional services requested by either Patty relating to the
subject matter of this Agreement will be incorporated into this Agreement by amendment.
Compliance
24.Each Patty shall comply with all applicable federal, state, and local laws, rules and
regulations applicable to its performance under this Agreement.
USWC/A T& T Interconnection Agreement - Idaho 07/27/98
25.
24.
24.
Page 26
Each Party represents and warrants that any equipment, facilities or selVices provided to the
other Party under this Agreement comply wfth the Communications Law Enforcement Act
1994 ("CALEA"). Each Party (the "Indemnifying Party") shall indemnify and hold the other
Party (the "Indemnified Party) harmless from any and all penalties imposed upon the
Indemnified Party for such noncompliance and shall, at the Indemnifying Party s sole cost
and expense, modify or replace any equipment, facilities or services provided to the
Indemnified Party under this Agreement to ensure that such equipment, facilities and
services fully comply wfth CALEA.
All terms, condftions and operations under this Agreement shall be performed in accordance
wfth all applicable laws, regulations and judicial or regulatory decisions of all duly constftuted
governmental authorities with appropriate jurisdiction, and this Agreement shall be
implemented consistent with the FCC Interconnection Order and any applicable
Commission orders. Each Party shall be responsible for obtaining and keeping in effect all
FCC, Commission, franchise authority and other regulatory approvals that may be required
in connection with the performance of fts obligations under this Agreement. In the event the
Act or FCC or Commission rules and regulations applicable to this Agreement are held
invalid, this Agreement shall survive, and the Parties shall promptly renegotiate any
provisions of this Agreement which, in the absence of such invalidated Act, rule or
regulation, are insufficiently clear to be effectuated, violate, or are efther required or not
required by the new rule or regulation. During these negotiations, each Party will continue to
provide the same services and elements to each other as are provided for under this
Agreement. Provided, however, that efther Party shall give ten (10) Business Days notice.
if ft intends to cease any development of any new element or service that is not at that time
being provided pursuant to this Agreement. In the event the Parties cannot agree on an
amendment wfthin thirty (30) days from the date any such rules, regulations or orders
become effective, then the Parties shall resolve their dispute, including liability for non-
compliance wfth the new clause or the cost, if any, of performing activities no longer required
by the rule or regulation during the renegotiation of the new clause under the applicable
procedures set forth in Section 27 herein.
Force Majeure
25.Nefther Party shall be liable for any delay or failure in performance of any part of this
Agreement from any cause beyond its control and wfthout fts fault or negligence including,
wfthout limftation, acts of nature, acts of civil or military authorfty, 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, inabi/fty to secure
products or services of other persons or transportation facilities or acts or omissions
transportation carriers. No delay or other failure to perform shall be excused pursuant to this
Section 25 unless such delay or failure and the consequences thereof are beyond the
control and wfthout the fault or negligence of the Party claiming excusable delay or other
failure to perform. In the event of any such excused delay in the performance of a Party's
obligation(s) under this Agreement, the due date for the performance of the original
obligation(s) shall be extended by term equal to the time lost by reason of the delay. In the
event of such delay, the delaying Party shall perform fts obligations at performance level
no less than that which it uses for fts own operations. In the event of a labor dispute
strike, the Parties agree to provide service to each other at level equivalent to the level
they provide themselves. In the event of a labor dispute or strike or work stoppage that
continues for period in excess of forty-eight (48) hours T& T may obtain replacement
services for those services affected by such labor dispute or strike or work stoppage, in
USWC/AT&T Interconnection Agreement - Idaho 07/27/98
26.
Page 27
which event any liability of A T& T for the affected services shall be suspended for the period
of the work stoppage or labor dispute or strike. In the event of such perfonnance delay or
failure by U WEST, U WEST agrees to resume perfonnance in nondiscriminatory
manner and not favor its own provision of Telecommunications Services above that
AT&T.
26.
Escalation Procedures
T& T and WEST agree to exchange escalation lists which reflect contact personnel
including vice president-level officers. These lists shall include name, department, title
phone number, and fax number for each person. T& T and U WEST agree to exchange
up-to-date lists as reasonably necessary.
Dispute Resolution
27.If any claim, controversy or dispute between the Parties, their agents, employees,
officers, directors or affiliated agents ("Dispute cannot be settled through
negotiation, it may be resolved by arbitration conducted by single arbitrator
engaged in the practice of law, under the then cun-ent rules of the American
Arbitration Association ("AAA',. The Federal Arbitration Act, C. Sees. 16, not
state law, shall govern the arbitrability of all Disputes. The arbitrator shall not have
authority to award punitive damages. All expedited procedures prescribed by the
AAA rules shall apply. The arbitrators award shall be final and binding and may be
entered in any court having jurisdiction thereof and shall be noticed to the
Commission. The arbitrator shall determine which Party or Parties will bear the costs
of arbitration, including apportionment, if appropriate. The laws of Idaho shall
govern the construction and interpretation of this Agreement, and the arbitration
shall occur in Denver, Colorado.
27.
27.
27.
In the event A T& T and U WEST are unable to agree on certain issues during the
term of this Agreement, the Parties may identify such issues for arbitration before the
Commission. Only those points identified by the Parties for arbitration will be
submitted.
If Dispute is submitted to arbitration pursuant to Section 27.above, the
procedures described in this Section 27.shall apply, notwithstanding the then
cu"ent rules of the AAA. Discovery shall be controlled by the arbitrator and shall be
permitted to the extent set forth below. Each party may submit in writing to a Party,and that Party shall so respond, to an agreed amount of the following:
inte"ogatories, demands to produce documents, and requests for admission. Not
less than ten (10) days prior to the arbitration hearing, the Parties shall exchange
witness and exhibit lists. Deposition discovery shall be controlled by the arbitrator.
Additional discovery may be permitted upon mutual agreement of the Parties or the
determination of the arbitrator. The arbitration hearing shall be commenced within
thirty (30) days after demand for arbitration by either Party and shall be held in
Denver, Colorado. The arbitrator shall control the scheduling so as to process the
matter expeditiously. The Parties may submit written briefs. The arbitrator shall rule
on the dispute by issuing written opinion within seven (7) days after the close of the
hearings. The times specified in this section may be extended upon mutual
agreement of the Parties or by the arbitrator upon showing of good cause. The
18 Per First Order at 48-
USWC/AT&T Interconnection Agreement - Idaho 07/27/98
28.
Page 28
decision of the arbitrator shall be final and binding upon the Parties and judgment
upon the award rendered by the arbitrator may be entered in court having
jurisdiction. The decision shall also be submitted to the Commission.
28.
Nondisclosure
28.
28.
28.4
All information, including, but not limited to, specifications, microfilm, photocopies, magnetic
disks, magnetic tapes, drawings, sketches, models, samples, tools, technical information
data, employee records, maps, financial reports, and market data (a) fumished by one Party
to the other Party dealing with Customer specific, facility specific, or usage specific
information, other than Customer information communicated for the purpose of publication
directory database inclusion, or (b) in written, graphic, electromagnetic, or other tangible
form and marked at the time of delivery as "Confidential" or "Proprietary", or (c) declared
orally or in writing to the Recipient at the time of delivery, or by written notice given to the
Recipient within ten (10) days after delivery, to be "Confidential" or "Proprietary" (collectively
refe"ed to as "Proprietary Informationj, shall remain the property of the Discloser. 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.
Upon request by the Discloser, the Recipient shall retum all tangible copies of Proprietary
Information, whether written, graphic or otherwise, except that the Recipient's legal counsel
may retain one (1) copy for archival purposes.
Each Party shall keep all of the other Party s Proprietary Information confidential and shall
use the other party's Proprietary Information only in connection with this Agreement.
Neither Party shall use the other Partys Proprietary Information for any other purpose
except upon such terms and conditions as may be agreed upon between the Parties in
writing.
Unless otherwise agreed, the obligations of confidentiality and non-use set forth in this
Agreement do not apply to such Proprietary Information that:
28.4.was, at the time of receipt, already known to the Recipient free of any obligation to
keep it confidential evidenced by written records prepared prior to delivery by the
Discloser; or
28.4.is or becomes publicly known through no wrongful act of the Recipient; or
28.4.is rightfully received from third person having no direct or indirect secrecy or
confidentiality obligation to the Discloser with respect to such information; or
28.4.4 is independently developed by an employee, agent, or contractor of the Recipient
which individual is not involved in any manner with the provision of services
pursuant to this Agreement and does not have any direct or indirect access to the
Proprietary Information; or
28.4.is approved for release by written authorization of the Discloser; or
28.4.is required by law court, or governmental agency, provided that the Discloser has
been notified of the requirement promptly after the Recipient becomes aware of the
USWC/AT&T Interconnection Agreement - Idaho 07/27/98
29.
28.
28.
28.
28.
28.
Notices
29.
Page 29
requirement, and provided that the Recipient undertakes all lawful measures
avoid disclosing such information until the Discloser has had reasonable time
obtain protective order. The Recipient agrees to comply with any protective order
that covers the Proprietary Information to be disclosed.
For period often (10) years from receipt of Proprietary Information, the Recipient shall (a)
use it only for the purpose of performing under this Agreement, (b) hold it in confidence and
disclose it only to employees, authorized contractors and authorized agents who have
need to know it in order to perform under this Agreement, and (c) safeguard it from
unauthorized use or disclosure using no less than the degree of care with which the
Recipient safeguards its own Proprietary Information. Any authorized contractor or agent
whom Proprietary Information is provided must have executed written agreement
comparable in scope to the terms of this Section. Each Party shall provide advance notice
of three (3) Business Days to the other of the intent to provide Proprietary information to
governmental authority and the Parties shall cooperate with each other in attempting
obtain suitable protective order.
Each Party agrees that the Discloser would be irreparably injured by breach of this Section
28 by the Recipient or its representatives and that the Discloser shall be entitled to seek
equitable relie~ including injunctive relief and specific performance, in the event of any
breach of this Section 28. Such remedies shall not be exclusive but shall be in addition to all
other remedies available at law or in equity.
CPNI related to either Party's subscribers obtained by virtue of Local Interconnection or any
other service provided under this Agreement shall be the Discloser's Proprietary Information
and may not be used by the Recipient for any purpose except performance of its obligations
under this Agreement, and in connection with such performance, shall be disclosed only
employees, authorized contractors and authorized agents with need to know, unless the
subscriber expressly directs the Discloser to disclose such information to the Recipient
pursuant to the requirements of Section 222(c)(2) of the Act. If the Recipient seeks and
obtains written approval to use or disclose such CPNI from the Discloser, such approval
shall be obtained only in compliance with Section 222(c)(2) and, in the event such
authorization is obtained, the Recipient may use or disclose only such information as the
Discloser provides pursuant to such authorization and may not use information that the
Recipient has otherwise obtained, directly or indirectly, in connection with its performance
under this Agreement.
Except as otherwise expressly provided in this Section 28, nothing herein shall be construed
as limiting the rights of either Party with respect to its subscriber information under any
applicable law, including, without limitation, Section 222 of the Act.
Effective Date Of This Section. Notwithstanding any other provision of this Agreement, the
Proprietary Information provisions of this Agreement shall apply to all Proprietary Information
furnished by either Party with claim of confidentiality or proprietary nature at any time.
Except as otherwise provided herein, all notices or other communication hereunder shall be
deemed to have been duly given when made in writing and delivered in person or deposited
in the United States mail, certified mail, postage prepaid, return receipt requested, or
delivered by prepaid overnight express mail, and addressed as follows:
USWC/AT&T Interconnection Agreement - Idaho 07/27/98
30.
31.
Page 30
To AT&T:AT&T
Vice President, Local Services
1875 Lawrence Street
Denver, Colorado 80202
Copy to:AT&T
Vice President, Law
1875 Lawrence Street
Denver, Colorado 80202
To U S WEST:U S WEST
Executive Director Interconnect Services
1801 California, 23rd Floor
Denver, Colorado 80202
Copy to:U S WEST, Inc.
Senior Counsel, Law Dept.
7800 East Orchard Road, Suite 480
Englewood, Colorado 80111
29.If personal delivery is selected to give notice receipt of such delivery shall be obtained.
The address to which notices or communications may be given to either Party may be
changed by written notice given by such Party to the other pursuant to this Section 29.
Assignment
30.Neither Party may assign, transfer (whether by operation of law or otherwise) or delegate
this Agreement (or any rights or obligations hereunder) to third party without the prior
written consent of the other Party, which consent shall not be unreasonably withheld
provided that each Parly may assign this Agreement to an Affiliate or an entity under its
common control or an entity acquiring all or substantially all of its assets or equity by
providing prior written notice to the other Party of such assignment or transfer. Any
attempted assignment or transfer that is not permitted under the provisions of this Section
30 is void ab initio.Without limiting the generality of the foregoing, this Agreement shall be
binding upon and shall inure to the benefit of the Parlies' respective successors and assigns.
No assignment or delegation hereof shall relieve the assignor of its obligations under this
Agreement.
30.If any obligation of U S WEST under this Agreement is performed by subcontractor or
Affiliate, U S WEST shall remain fully responsible for the performance of this Agreement in
accordance with its terms, and U S WEST shall be solely responsible for payments due to
its subcontractors.
30.If any obligation of A T& T under this Agreement is performed by subcontractor or Affiliate
T& T shall remain fully responsible for the performance of this Agreement in accordance
with its terms, and T& T shall be solely responsible for payments due to its subcontractors.
Warranties
31.U S WEST shall conduct all activities and interfaces which are provided for under this
Agreement with T& T Customers in carrier-neutral, nondiscriminatory manner.
USWC/AT&T Interconnection Agreement - Idaho 07/27/98
31.
32.
Page 31
U S WEST wa"ants that ft has provided, and during the term of this Agreement ft will
continue to provide, to T& T true and complete copies of all material agreements in effect
between U S WEST and any third party (including Affiliates) providing any services to T& T
on behalf of or under contract to U WEST in connection wfth U WEST's performance of
this Agreement, or from whom U S WEST has obtained licenses or other rights used by
U S WEST to perform fts obligations under this Agreement, provided, however, that
WEST may provide such agreements under appropriate protective order.
Default
32.In the event of breach of any material provision of this Agreement by efther Party, the
non-breaching Party shall give the breaching Party and the Commission written notice
thereo~ and:
32.
32.
32.4
32.if such material breach is for non-payment of amounts due hereunder pursuant to
Section of Part of this Agreement, the breaching Party shall cure such breach
wfthin thirty (30) days of receiving such notice. The non-breaching Party shall be
entitled to pursue all available legal and equftable remedies for such breach.
Amounts disputed in good fafth and withheld or set off shall not be deemed
amounts due hereunder" for the purpose of this provision.
32.if such material breach is for any failure to perform in accordance wfth this
Agreement, which, in the sole judgment of the non-breaching Party, adversely
affects the non-breaching Party's subscribers, the non-breaching Party shall give
notice of the breach and the breaching Party shall cure such breach to the non-
breaching Partys reasonable satisfaction within ten (10) calendar days or wfthin
period of time equivalent to the applicable interval required by this Agreement
whichever is shorter. If the breaching Party does not cure such breach wfthin the
applicable time period, the non-breaching Party may, at its sole option, terminate
this Agreement, or any parts hereof. The non-breaching Party shall be entftled to
pursue all available legal and equitable remedies for such breach. Notice under this
Subsection 32.may be given electronically or by facsimile, provided that hard
copy or original of such notice is sent by overnight delivery service.
32.if such material breach is for any other failure to perform in accordance wfth this
Agreement, the breaching Party shall cure such breach to the non-breaching Party's
reasonable satisfaction wfthin forty-five (45) calendar days, and, if ft does not, the
non-breaching Party may, at fts sole option, terminate this Agreement, or any parts
hereof. The non-breaching Party shall be entftled to pursue all available legal and
equitable remedies for such breach.
T& T may terminate this Agreement in whole at any time only for cause upon sixty (60)
calendar days' prior written notice. T& T's sole liabilfty shall be payment of amounts due
for services provided or obligations assumed up to the date of termination.
In the event of any termination under this Section WEST and T& T agree to
cooperate to provide for an uninterrupted transftion of services to T& T or another vendor
designated by T& T to the extent that U WEST has the ability to provide such
cooperation.
Notwfthstanding any termination hereo~ the Parties shall continue to comply wfth their
obligations under the Act.
USWC/AT&T Interconnection Agreement - Idaho 07/27/98
33.
34.
35.
36.
Page 32
Remedies
33.In the event U S WEST fails to swftch subscriber to A T& T service as provided in this
Agreement, U S WEST shall reimburse A T& T in an amount equal to all fees paid by such
subscriber to U S WEST for such failed-to-be-transferred services from the time of such
failure to swftch to the time at which the subscriber swftch is accomplished. This remedy
shall be in addftion to all other remedies available to A T& T under this Agreement or
otherwise available.
33.All rights of termination, cancellation or other remedies prescribed in this Agreement, or
otherwise available, are cumulative and are not intended to be exclusive of other remedies
to which the injured Party may be entitled at law or equfty in case of any breach or
threatened breach by the other Party of any provision of this Agreement. Use of one or
more remedies shall not bar use of any other remedy for the purpose of enforcing the
provisions of this Agreement.
Waivers
34.No waiver of any provisions of this Agreement and no consent to any default under this
Agreement shall be effective unless the same shall be in writing and properly executed by or
on behalf of the Party against whom such waiver or consent is claimed.
34.No course of dealing or failure of efther Party to strictly enforce any term, right, or condftion
of this Agreement in any instance shall be construed as general waiver or relinquishment
of such term, right or condftion.
34.Waiver by efther Party of any default or breach by the other Party shall not be deemed
waiver of any other default or breach.
34.4 By entering into this Agreement, nefther Party waives any right granted to ft pursuant to the
Act.
No Third Party Beneficiaries
35.The provisions of this Agreement are for the benefIt of the Parties hereto and not for any
other person; provided, however, that this shall not be construed to prevent A T& T from
providing fts Telecommunications Services to other carriers. This Agreement shall not
provide any person not party hereto wfth any remedy, claim, liabilfty, reimbursement, claim
of action, or other right in excess of those existing wfthout reference hereto.
Physical Security
36.U S WEST shall exercise the same degree of care to prevent harm or damage to A T& Torits employees, agents or subscribers, or fts property as U S WEST provides ftself. A T& T
shall exercise the same degree of care to ensure the securfty of its equipment physically
collocated within U S WEST's space as A T& T provides such security to itself.
36.U S WEST will restrict access to approved personnel to U S WEST's buildings.
A T& T is responsible for the action of its employees and other authorized non-A T& T
personnel; U S WEST is responsible for the action of fts employees and other
authorized non-U S WEST personnel.
USWC/AT&T Interconnection Agreement -Idaho 07/27/98
37.
38.
36.
Page 33
US WEST will furnish to T& T the cu"ent name(s) and telephone number(s)
those central office supervisor(s) where physical Collocation a"angement exists.
The central office supervisor(s) will be the only US WEST employee(s) with
access to T& T collocation space.
36.WEST will comply at all times with U WEST security and safety procedures
at the individual central office locations where T& T has physical Collocation
a"angements. The Parties will cooperate to analyze security procedures of each
company to evaluate ways in which security procedures of US WEST may be
enhanced.
36.1.4 WEST will allow T& T to inspect or observe its physical spaces which house
contain T& T equipment or equipment enclosures at any time upon completion
the physical Collocation quotation. Upon completion of the build out of the physical
space, U WEST will furnish T& T with all keys, entry codes, lock combinations,
or other materials or information which may be needed to gain entry via direct
access to T& T's physical space.
36.US WEST agrees to logically partition any US WEST owned access device
systems, whether biometric or card reader or types which are encoded identically
or mechanical coded locks on external and or internal doors to spaces which house
T& T equipment.
36.WEST agrees to limit the keys used in its keying systems for spaces which
contain T& T equipment to the U WEST supervisor for the specific facility to
emergency access only. T& T shall further have the right to change locks where
deemed necessary for the protection and security of its physical spaces and will
provide the U WEST supervisor with the current key.
36.WEST shall control unauthorized access from passenger and freight elevators
elevator lobbies and spaces which contain or house T& T equipment or equipment
space in the same manner as U WEST provides such control for itself.
36.WEST will provide notification to designated T& T personnel to indicate an
actual or attempted security breach of A T& T physical space in the same time frame
as U WEST provides such notification to itself.
Network Security
37.WEST shall provide an appropriate and sufficient back-up and recovery plan to be used
in the event of a system failure or emergency.
37.US WEST shall install controls to (a) disconnect user for pre-determined period
inactivity on authorized ports; (b) protect subscriber proprietary information; and (c) ensure
both ongoing operational and update integrity.
37.Each Party shall be responsible for the security arrangements on its side of the network to
the Point of Interconnection. The Parties shall jointly cooperate to analyze network security
procedures and cooperate to ensure the systems, access and devices are appropriately
secured and compatible.
Revenue Protection
USWC/AT&T Interconnection Agreement - Idaho 07/27/98
39.
40.
38.
38.
38.
38.4
38.
Page 34
WEST shall make available to T& T all present and future fraud prevention or revenue
protection features that U WEST provides to itself or others. These features include, but
are not limited to, operator screening codes, information digits assigned such as information
digits 29' and 70' which indicate prison and COCOT pay phone originating line types
respectively, in accordance with the requirements established by the FCC, call blocking
domestic, international blocking for business and residence, 900, NPA-976, and specific line
numbers. U WEST shall additionally provide partitioned access to fraud prevention
detection and control functionality within pertinent Operations Support Systems ("OSSj
which include, but are not limited to, Line Information Data Base Fraud monitoring systems.
Uncollectible or unbillable revenues resulting from, but not confined to, provisioning,
maintenance, or signal network routing errors shall be the responsibility of the Party causing
such error.
Uncollectible or unbillable revenues resulting from the accidental or malicious alteration
software underlying Network Elements or their subtending operational support systems by
unauthorized third parties shall be the responsibility of the Party having administrative
control of access to said Network Element or operational support system software.
Each Party shall be responsible for any uncollectible or unbillable revenues resulting from
the unauthorized use of facilities under its control or services it provides, including clip-on
fraud.
The Parties shall work cooperatively to minimize fraud associated with third-number billed
calls, calling card calls, and any other services related to this Agreement.
39.
Law Enforcement Interface
WEST shall provide all necessary assistance to facilitate the execution of wiretap or
dialed number recorder orders from law enforcement authorities.
40.
Collocation
General Description
40.Collocation is the right of AT&T to obtain dedicated space in U S WEST Local
Serving Office (LSO) or other U S WEST locations, including, but not limited to,
U S WEST serving wire center and tandem offices, as well as all buildings or similar
structures owned or leased by U S WEST, whether or not on public rights-of way,
that house U S WEST network facilities, including, but not limited to, vaults
containing loop concentrators or similar structures, and the right to place equipment
in such spaces for the purposes of interconnection with U S WEST's network or
access to U S WEST's unbundled Network Elements. Collocation also includes
U S WEST providing resources necessary for the operation and economical use of
collocated equipment.
40.Collocation is offered for network interconnection between the Parties. AT&T may
cross connect to other collocated parties via facilities provided by U WEST
provided that T& T's collocated equipment is also used for interconnection with
WEST or access to U WEST's unbundled Network Elements.
USWC/AT&T Interconnection Agreement -Idaho 07/27/98
40.
Page 35
A T& T is responsible for bringing its own or leased facilities to the U S WEST-
designated Point of Interface ("POI? U S WEST will extend A T& T's facilities from
the POI to the cable vault within the wire center. If necessary, U S WEST may bring
the facilities into compliance with U S WEST intemal fire code standards and extend
the facilities to the collocated space.
40.1.4 AT&T will be provided two (2) points of entry into the US WEST wire center only
when there are at least two (2) existing entry points for U S WEST cable and when
there are vacant entrance ducts in both.
40.AT&T may collocate transmission equipment (including Digital Cross
Connect Systems and Remote Switching Units (RSUs) to terminate basic
transmission facilities. A T& T must identify what equipment will be installed, to
allow for U S WEST to use this information in engineering the power, floor loading,
heat release, environmental participant level, and HVAC. At U S WEST's request,
AT&T should be required to demonstrate that the switching capabilities of
any such units have been disabled.
40.
40.(Intentionally left blank for numbering consistency)
40.
40.
Expanded Interconnection Channel Termination (EICT). Telecommunications
interconnection between A T& T's collocated equipment and U S WEST's network
may be accomplished via an Expanded Interconnection Channel Termination
(EICT). This element can be at the OS-, OS-, OS-O, or any other technically
feasible level, subject to network disclosure requirements of the FCC, depending on
the U S WEST service to which it is connected. The terms and conditions of the
tariff for EICT are incorporated only to the extent that they are agreed to by the
Parties. Within ninety (90) days (or other acceptable time agreed to by the Parties)
after request, the Parties will meet to review the tariff and seek resolution on
disagreed items.
Consistent with US WEST's intemal practice, within ten (10) Business Days
A T& T's request for any space, U S WEST shall provide information available to it
regarding the environmental conditions of the space provided for placement
equipment and interconnection, including, but not limited to, the existence and
condition of asbestos, lead paint, hazardous substance contamination, or radon.
Information is considered "available" under this Agreement if it is in U S WEST's
possession or files, or the possession of an agent, contractor, employee, lessor, or
tenant of U S WEST's that holds such information on U WEST's behalf.
U S WEST shall allow A T& T to perform any environmental site investigations
including, but not limited to, asbestos surveys, which A T& T deems to be necessary
in support of its collocation needs. AT&T shall advise US WEST in writing of its
intent to conduct such investigation, and shall receive written approval from
WEST to proceed. T& T shall indemnify U S WEST according to Section 18 of
Part A of this Agreement for any loss or claim for damage suffered by U WEST
result of A T& T's actions during any site inspection.
40.10 If the space provided for the placement of equipment, interconnection, or provision
of service contains environmental contamination or hazardous material, particularly,
19 First sentence Per First Order at
USWC/AT&T Interconnection Agreement -Idaho 07/27/98
Page 36
but not limited to, asbestos, lead paint or radon, which makes the placement of such
equipment or interconnection hazardous, U S WEST shall offer an altemative
space, if available, for A T& T's consideration.
40.Virtual Collocation
40.1 U S WEST shall provide virtual collocation for the purpose of Interconnection or
access to unbundled Network Elements subject to the rates, terms and conditions
of this Agreement.
40.2.Upon mutual agreement, AT&T will have physical access to the US WEST wire
center building pursuant to virtual collocation arrangement.
40.3 AT&T will be responsible for obtaining and providing to US WEST administrative
codes, e., common language codes, for all equipment specified by T& T and
installed in wire center buildings.
40.2.4 T& T will be responsible for payment of training of U S WEST employees for the
maintenance, operation and installation of A T& T's virtually collocated equipment
when that equipment is different than the equipment used by U S WEST. Training
conditions are further described in the Virtual Collocation Rate Element section
following.
40.T& T will be responsible for payment of reasonable charges incurred as result
agreed upon maintenance andlor repair of A T& T'S virtually collocated equipment.
40.6 US WEST does not guarantee the reliability of AT&T's virtually collocated
equipment, but U S WEST is responsible for proper installation, maintenance and
repair of such equipment, including the change out of electronic cards provided by
AT&T.
40.T& T is responsible for ensuring the functionality and interoperability of virtually
collocated SONET equipment provided by different manufacturers.
40.T& T, as bailor, will transfer possession of A T& T's virtually collocated equipment to
U S WEST, as bailee, for the sole purpose of providing U S WEST with the ability to
install, maintain and repair T& T's virtually collocated equipment. Title to the A T& T
virtually collocated equipment shall not pass to U S WEST.
40.T& T shall ensure that upon receipt by U S WEST of A T& T's virtually collocated
equipment, T& T will make available all access to ongoing technical support to
U S WEST, as available under the equipment warranty or other terms and
conditions, all at T& T's expense. A T& T shall advise the manufacturer and seller
the virtually collocated equipment that it will be installed, maintained and repaired by
U S WEST.
40.10 AT&T's virtually collocated equipment must comply with the Bellcore Network
Equipment Building System (NEBS) Generic Equipment Requirements TR-NWT-
000063, electromagnetic compatibility (EMC) per GR-1089-CORE, Company wire
center environmental and transmission standards and any statutory (local, state or
federal) and/or regulatory requirements, all of the foregoing which may be in effect
at the time of equipment installation or which may subsequently become effective.
USWC/AT&T Interconnection Agreement - Idaho 07/27/98
51.
51.
52.
51.4.
Page 83
For WDM applications, U S WEST shall provide to A T& T an interface to an existing
WDM device or allow A T& T to install its own WDM device (where sufficient system
loss margins exist or where A T& T provides the necessary loss compensation) to
multiplex the traffic at different wavelengths. This applies to both the transmit and
receive ends of the Dark Fiber.
(Intentionally left blank for numbering consistency.
Portions of the bandwidth of the fiber may be sectioned and A T& T may share the bandwidth
with US WEST and other CLECs.S WEST may not deny access to interconnection or
any unbundled network element on the basis of technical feasibility or capacity
limitation, where such unfeasibility or capacity may be eliminated by making any
existing dark fiber capable of operation.
52.
Service Standards
53.
U S WEST shall provide to A T& T service that is equal to that which U S WEST provided
to itself or to its Affiliates. U S WEST and A T& T agree to amend this Section and all
relevant portions of this Agreement to incorporate any performance standards and
reporting measures to which the Parties may mutually agree. In the event the Parties do
not reach agreement as to specific performance standards and reporting measures, U S
WEST will provide to A T& T performance standard reports that U S WEST prepares for
itself or can reasonably develop. AT&T may request any additional reports, provided
that it pays U S WEST's efficient incremental costs for providing these additional
reports Either Party may resolve specific disputes regarding performance standards
and reporting measures in accordance with the dispute resolution process contained
herein. However, AT&T is not entitled to demand in the name of service parity
levels at any predetermined level,35 no will any performance penalties or credits
be included in this Agreement except as the Parties may otherwise agree.
Entire Agreement
53. 1 This Agreement shall include the Attachments, Appendices and other documents referenced
herein all of which are hereby incorporated by reference, and constitutes the entireagreement between the Parties and supersedes all prior oral or written agreements
representations, statements, negotiations, understandings, proposals and undertakings with
respect to the subject matter hereo~
53.If provision contained in any U S WEST tariff conflicts with any provision of this
Agreement, the provision of this Agreement shall control, unless otherwise ordered by the
FCC or the Commission.
Reservation of Rights
54.The Parties acknowledge that the terms of this Agreement were established pursuant to an
order of the Commission. Any or all of the terms of this Agreement may be altered
abrogated by successful challenge to this Agreement (or the order approving this
33 Per First Order at 10; Second Order at 7.
34 Per First Order at p. 47.
35 Per First Order at p. 46
36 Per First Order at p. 48.
USWC/AT&T Interconnection Agreement - Idaho
54.
07/27/98
Page 84
Agreement) as permitted by applicable law. By signing this Agreement, neither Party waives
its right to pursue such challenge.
54.The Parties enter into this Agreement without prejudice to any position they may have
taken previously, or may take in the future in any legislative, regulatory, or other public
forum addressing any matters, including matters related to the types of arrangements
prescribed by this Agreement.
USWC/AT&T Interconnection Agreement-Idaho 07/27/98
20- d
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective
duly authorized representatives.
A T& T Communlc~tions of the Mountain
States, In~-
EST Communications, Inc.
,..
Signature
"...r.hy Fl~mlnR
Name PrintedlTyped
Exe~utive Direclor - Interconnection
Name PnntedIT yped
Title Title
8/ /~ /98
Date Date
Signature does not indicate agt'98ment with all aspects of the arbitrator's decision, nor does it wallie any of
WEST's right to seek judicial review of all or part of the agreement, or to reform the agreement as the
result o( successful judicial review.
USWC/A T & T In1erconnedion Agreement - Idaho 07127/98
88179 862 EOE Ld30 M~' ~M L~L~ dSO:20 86-LI-d6S