20060831Application.pdf

RECEIVED
Qwest
1600 7th Avenue, Room 3206
Seattle, Washington 98191
[phone]
Facsimile [phone]
Maura E. Peterson
Paralegal
Regulatory Law
2006 AUG 30 PH 2: 1+2
IDAHO PUBtrC\
UTILITIES COM~W e
Spirit of Service
Via Overnight delivery
August 29 2006
Jean Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
O. Box 83720
Boise, Idaho 83720-0074
Re: Case No. QW E .
~ -
0 b-
Application for Approval of Paging Connection Agreement
Clark Communication, Inc.
Dear Ms. Jewell:
Enclosed for filing with this Commission on behalf of Qwest Corporation is an original and
three (3) copies of the Application for Approval of a Wireless Type 2 Agreement. Qwest
respectfully requests that this matter be placed on the Commission Decision Meeting Agenda
for expedited approval.
Please contact me if you have any questions concerning the enclosed. Thank you for your
assistance in this atter.
mep
Enclosure
cc: Service list
Adam L. Sherr (WSBA# 25291)
Qwest
1600 7th Ave, Room 3206
Seattle, W A 98191
Telephone: [phone]
Facsimile: [phone]
Adam.sherr(0qwest.com
RECEIVED
2006 AUG 30 PH 2: ~2
IDArla PUBLIC
UTILITIES COMMISSION
APPLICATION OF QWEST
CORPORATION FOR APPROVAL OF
THE INTERCONNECTION
AGREEMENT FOR THE STATE OF
IDAHO PURSUANT TO 47 U.c. ~252(e)
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
CASE NO.CD lJ.J ~T -
( ~
APPLICATION FOR APPROVAL OF
INTERCONNECTION AGREEMENT
Qwest Corporation ("Qwest") hereby files this Application for Approval of
Interconnection Agreement ("Agreement"). The Agreement with Clark Communication, Inc.
Clark") is submitted herewith.
This Agreement was reached through voluntary negotiations without resort to mediation
or arbitration and is submitted for approval pursuant to Section 252(e) of the Communications
Act of 1934, as amended by the Telecommunications Act of 1996 (the "Act"
Section 252( e )(2) ofthe Act directs that a state Commission may reject an agreement
reached through voluntary negotiations only if the Commission finds that: the agreement (or
portiones) thereof) discriminates against a telecommunications carrier not a party to this
agreement; or the implementation of such an agreement (or portion) is not consistent with the
public interest, convenience and necessity.
Qwest respectfully submits that this Agreement provides no basis for either of these
findings, and, therefore requests that the Commission approve this Agreement expeditiously.
This Agreement is consistent with the public interest as identified in the pro-competitive policies
of the State ofIdaho, the Commission, the United States Congress, and the Federal
Communications Commission. Expeditious approval of this Agreement will enable Clark to
APPLICA TlON FOR APPROVAL OF INTERCONNECTION AGREEMENT -
Clark Communication, Inc.
Page I
interconnect with Qwest facilities and to provide customers with increased choices among local
telecommunications services.
Qwest further requests that the Commission approve this Agreement without a hearing.
Because this Agreement was reached through voluntary negotiations, it does not raise issues
requiring a hearing and does not concern other parties not a party to the negotiations.
Expeditious approval would further the ~Jblic interest.
Respectfully submitted this ~~ay of August, 2006.7it!I~
Attorney for Qwest
APPLICATION FOR APPROVAL OF INTERCONNECTION AGREEMENT -
Clark Communication, Inc.
Page 2
CERTIFICATE OF SERVICE
I hereby certify that on this day of August, 2006 , I served the foregoing
APPLICATION FOR APPROVAL OF INTERCONNECTION AGREEMENT upon all
parties of record in this matter as follows:
Jean Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
O. Box 83720
Boise, Idaho 83720-0074
i i ewell(0puc. state.id. us
Hand Delivery
U. S. Mail
Overnight Delivery
Facsimile
Email
Glen Clark, Director
Clark Communication, Inc.
2200 8th Ave
Lewiston, ID 83501
Hand Delivery
U. S. Mail
Overnight Delivery
Facsimile
==
~mai~
APPLICA TlON FOR APPROVAL OF INTERCONNECTION AGREEMENT -
Clark Communication, Inc.
Page 3
Type 2 Wireless Interconnection Agreement
between
Qwest Corporation
and
Clark Communication , Inc.
for the State of Idaho
Agreement Number
CDS-O60721-0009
Table Of Contents
SECTION 1.0 - GENERAL TERMS ................................................................................
SECTION 2.0 -INTERPRETATION AND CONSTRUCTION ......................................... 3
SECTION 3.0 - WSP INFORMATION ............................................................................. 5
SECTION 4.0 - DEFINITIONS ........................................................................................ 6
SECTION 5.0 - TERMS AND CONDITIONS ................................................................
SECTION 6.0 - INTERCONNECTION .......................................................................... 34
SECTION 7.0 - COLLOCATION .....................;................... Error! Bookmark not defined.
SECTION 8.0 - Intentionally Left Blank...................................................................... 57
SECTION 9.0 - ANCILLARY SERVICES ..................................................................... 58
SECTION 10.0 - NETWORK SECURITY...................................................................... 61
SECTION 11.0 - ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS) ............ 63
SECTION 12.0 - MAINTENANCE AND REPAIR ......................................................... 67
SECTION 13.0 - ACCESS TO TELEPHONE NUMBERS ............................................
SECTION 14.0 - LOCAL DIALING PARITY................................................................. 74
SECTION 15.0 - Intentionally Left Blank.................................................................... 75
SECTION 16.0 - BONA FIDE REQUEST PROCESS................................................... 76
SECTION 17.0 - SPECIAL REQUEST PROCESS .......................................................
SECTION 18.0 - AUDIT PROCESS .............................................................................. 80
SECTION 19.0 - CONSTRUCTION CHARGES ........................................................... 82
SECTION 20.0 - NETWORK STANDARDS ................................................................. 83
SECTION 21.0 - SIGNATURE PAGE ........................................................................... 87
EXHIBIT A -
EXHIBIT B -
EXHIBIT C -
EXHIBIT D -
EXHIBIT E -
EXHIBIT F -
EXHIBIT G -
EXHIBIT H -
EXHIBIT I -
EXHIBIT J -
EXHIBIT K -
EXHIBIT L -
EXHIBIT M -
Rates
Service Performance
Reserved for Future Use
Qwest Right of Way, Pole Attachment and/or Ductllnnerduct
Occupancy General Information
Reserved for Future Use
Special request Process
Reserved for Future Use
Reserved for Future Use
Individual Case Basis
Reciprocal Compensation Rate Election
Reserved for Future Use
Advice Adoption Letter
Interim Advice Adoption Letter
July 27, 2006/msd/Clark CommunicationlWireless Type 2/ID/CDS-060721-0009
(Agreement- Template 10-13-05)
Section 1
General Terms
SECTION 1.0 - GENERAL TERMS
This Type 2, two-way Wireless Interconnection Agreement is effective upon
approval of the Commission , and is between Qwest Corporation ("Qwest"), a Colorado
corporation, and Clark Communication , Inc. (WSP), incorporated in the State of Idaho, pursuant
to Section 252 of the Telecommunications Act of 1996, for purposes of fulfilling Qwest's
obligations under Sections 222, 251(a), (b), and (c), 252 271 , and other relevant provisions of
the Act and the rules and regulations promulgated thereunder. WSP is licensed by the Federal
Communications Commission ("FCC") as a Commercial Mobile Radio Service ("CMRS"
Provider. Services provided by Qwest to WSP under this Agreement are provided pursuant to
WSP's role as a CMRS provider of two-way traffic.
This Interconnection Agreement sets forth the terms, conditions and pricing under
which Qwest will offer and provide to any requesting WSP network Interconnection and Ancillary
services within the geographical areas in which both Qwest is providing Local Exchange Service
at that time, and for which Qwest is the incumbent Local Exchange Carrier within the state of
Idaho for purposes of providing local two way Wireless Services. This Agreement is available
for the term set forth herein.
In consideration of the mutual promises set forth herein and other good and
valuable consideration , Qwest and WSP mutually agree as follows:
1.4 Intentionally Left Blank
Intentionally left Blank
Intentionally left blank
This Interconnection Agreement between WSP and Qwest can only be amended in
writing as further set forth in Section 5., executed by the duly authorized representatives of
the Parties.
Notwithstanding the above, if Qwest chooses to offer and WSP desires to
purchase, new Interconnection services or additional Ancillary services which are not
contained in this Agreement or a Tariff, Qwest will notify WSP of the availability of these
new services through the Customer notification process. The Parties shall amend this
Agreement under one (1) of the following two (2) options:
If WSP is prepared to accept Qwest's terms and conditions for
such new product, WSP shall execute a form Advice Adoption Letter (the form of
which is attached hereto as Exhibit L), to be furnished by Qwest, and include as
an attachment, the discreet terms and conditions available as Qwest has
identified as pertaining to the new product. WSP shall submit the Advice
Adoption Letter to the Commission for its approval. WSP shall also provide the
Advice Adoption Letter to Qwest pursuant to the notice provisions in this
Agreement and may begin ordering the new product pursuant to the terms of this
Agreement as amended by such Advice Adoption Letter.
If WSP wishes to negotiate an amendment with different terms
and conditions than defined by Qwest for such new product, WSP agrees to
abide by those terms and conditions on an interim basis by executing the Interim
Advice Adoption Letter (the form of which is attached hereto as Exhibit M) based
July 27, 2006/msd/Clark CommunicationlWireless Type 2/ID/CDS-060721-0009
(Agreement - Template 10-13-05)
Section 1
General Terms
upon the terms and conditions as Qwest has identified as pertaining to the new
product. The Interim Advice Adoption Letter will terminate when the final
amendment is approved. The rates and to the extent practicable, other terms
and conditions contained in the final amendment will relate back to the date the
Interim Advice Adoption Letter was executed. No new product offering or
accompanying Interim Advice Adoption Letter will be construed to limit or add to
any rates, terms or conditions existing in this Agreement.
July 27, 2006/msd/Clark Communication/Wireless Type 2/ID/CDS-060721-0009
(Agreement - Template 10-13-05)
Section 2
Interpretation and Construction
SECTION 2.0 -INTERPRETATION AND CONSTRUCTION
This Agreement includes this Agreement and all Exhibits appended hereto , each of
which is hereby incorporated by reference in this Agreement and made a part hereof. All
references to Sections and Exhibits shall be deemed to be references to Sections of, and
Exhibits to, this Agreement unless the context shall otherwise require. The headings and
numbering of Sections and Exhibits used in this Agreement are for convenience only and will
not be construed to define or limit any of the terms in this Agreement or affect the meaning and
interpretation of this Agreement. Unless the context shall otherwise require, any reference to
any statute, regulation, rule, Tariff, technical reference, technical publication, or any publication
of Telecommunications industry administrative or technical standards, shall be deemed to be a
reference to the most recent version or edition (including any amendments , supplements
addenda, or successor) of that statute , regulation , rule , Tariff, technical reference , technical
publication , or any publication of Telecommunications industry administrative or technical
standards that is in effect. Provided , however, that nothing in this Section 2.1 shall be deemed
or considered to limit or amend the provisions of Section 2.2. In the event a change in a law
rule regulation or interpretation thereof would materially change this Agreement, the terms of
Section 2.2 shall prevail over the terms of this Section 2.1. In the case of any material change
any reference in this Agreement to such law, rule, regulation or interpretation thereof will be to
such law, rule , regulation or interpretation thereof in effect immediately prior to such change
until the processes set forth in Section 2.2 are implemented. The existing configuration of either
Party's network may not be in compliance with the latest release of technical references,
technical publications, or publications of Telecommunications industry administrative or
technical standards.
The provisions in this Agreement are intended to be in compliance with and based
on the existing state of the law, rules, regulations and interpretations thereof, including but not
limited to state rules, regulations, and laws , as of the date hereof (the Existing Rules). Nothing
in this Agreement shall be deemed an admission by Qwest or WSP concerning the
interpretation or effect of the Existing Rules or an admission by Qwest or WSP that the Existing
Rules should not be changed , vacated , dismissed , stayed or modified. Nothing in this
Agreement shall preclude or estop Qwest or WSP from taking any position in any forum
concerning the proper interpretation or effect of the Existing Rules or concerning whether the
Existing Rules should be changed , vacated , dismissed , stayed or modified. To the extent that
the Existing Rules are vacated, dismissed , stayed or materially changed or modified, then this
Agreement shall be amended to reflect such legally binding modification or change of the
Existing Rules. Where the Parties fail to agree upon such an amendment within sixty (60) Days
after notification from a Party seeking amendment due to a modification or change of the
Existing Rules or if any time during such sixty (60) Day period the Parties shall have ceased to
negotiate such new terms for a continuous period of fifteen (15) Days, it shall be resolved in
accordance with the Dispute Resolution provision of this Agreement. It is expressly understood
that this Agreement will be corrected , or if requested by WSP, amended as set forth in this
Section 2., to reflect the outcome of any applicable generic proceedings by the Commission for
pricing, service standards, or other matters covered by this Agreement. Any amendment shall
be deemed effective on the Effective Date of the legally binding change or modification of the
Existing Rules for rates, and to the extent practicable for other terms and conditions , unless
otherwise ordered. Where a Party provides notice to the other Party within thirty (30) Days of
the effective date of an order issuing a legally binding change, any resulting amendment shall
be deemed effective on the effective date of the legally binding change or modification of the
Existing Rules for rates, and to the extent practicable for other terms and conditions, unless
July 27, 2006/msd/Clark CommunicationlWireless Type 2/ID/CDS-060721-0009
(Agreement- Template 10-13-05)
Section 2
Interpretation and Construction
otherwise ordered. In the event neither Party provides notice within (thirty) 30 Days, the
effective date of the legally binding change shall be the Effective Date of the amendment unless
the Parties agree to a different date. During the pendancy of any negotiation for an amendment
pursuant to this Section 2.2 the Parties shall continue to perform their obligations in accordance
with the terms and conditions of this Agreement, for up to sixty (60) Days. If the Parties fail to
agree on an amendment during the sixty (60) Day negotiation period , the Parties agree that the
first matter to be resolved during Dispute Resolution will be the implementation of an interim
operating agreement between the Parties regarding the disputed issues, to be effective during
the pendancy of Dispute Resolution. The Parties agree that the interim operating agreement
shall be determined and implemented within the first fifteen (15) Days of Dispute Resolution and
the Parties will continue to perform their obligations in accordance with the terms and conditions
of this Agreement, until the interim operating agreement is implemented. For purposes of this
section
, "
legally binding" means that the legal ruling has not been stayed, no request for a stay
is pending, and any deadline for requesting a stay designated by statute or regulation , has
passed.
Unless otherwise specifically determined by the Commission, in cases of conflict
between the Agreement and Qwest's Tariffs , Product Catalog (PCAT), methods and
procedures, technical publications, policies , product notifications or other Qwest documentation
relating to Qwest's or WSP's rights or obligations under this Agreement then the rates, terms
and conditions of this Agreement shall prevail. To the extent another document abridges or
expands the rights or obligations of either Party under this Agreement, the rates, terms and
conditions of this Agreement shall prevail.
July 27, 2006/msd/Clark Communication/Wireless Type 2/ID/CDS-060721-0009
(Agreement - Template 10-13-05)
Section 3
Implementation Schedule
SECTION 3.0 - WSP INFORMATION
Except as otherwise required by law, Owest will not provide or establish
Interconnection and Ancillary services in accordance with the terms and conditions of this
Agreement prior to WSP's execution of this Agreement.
Prior to placing any orders for services under this Agreement, the Parties will jointly
work with the Owest Sales and Service organizations to gather the information below as
appropriate. This information will then be used to:
Determine geographical requirements;
Identify WSP Identification IDs;
Determine Owest system requirements to support WSP's specific activity;
Collect Credit Information;
Obtain Billing Information;
Create summary bills;
Establish input and output requirements;
Create and distribute Owest and WSP Contact Lists; and
Identify WSP hours and holidays.
July 27 , 2006/msd/Clark Communication/Wireless Type 2/ID/CDS-060721-0009
(Agreement - Template 10-13-05)
Section 4
Definitions
SECTION 4.0 - DEFINITIONS1 "Access Service Request" or "ASR" means the industry standard forms and
supporting documentation used for ordering Access Services. The ASR will be used to order
trunking and facilities between WSP and Qwest for Local Interconnection Service.2 "Access Services" refers to the interstate and intrastate switched Access and
private line transport services offered for the origination and/or termination of Interexchange
traffic.3 "Access Tandem switch" is a switch used to connect End Office switches to
Interexchange Carrier switches. Qwest's Access Tandem switches are also used to connect
and switch traffic between and among Central Office switches within the same LATA and may
be used for the exchange of Local Traffic.4.4 "Act" means the Communications Act of 1934 (47 U.C. 151 et. seq.), as
amended by the Telecommunications Act of 1996, and as from time to time interpreted in the
duly authorized rules and regulations of the FCC or the Commission.5 "Advanced Intelligent Network" or "AIN" is a Telecommunications network
architecture in which call processing, call routing and network management are provided by
means of centralized databases.6 "Automatic Number Identification" or "ANI" is the Billing telephone number
associated with the access line from which a call originates. ANI and Calling Party Number
(CPN) usually are the same number.7 "ATIS" or "Alliance for Telecommunications Industry Solutions" is a North American
telecommunication industry standards forum which , through its committees and working groups
creates, and publishes standards and guidelines designed to enable Interoperability and
Interconnection for Telecommunications products and services. ATIS Standards and
Guidelines, as well as the standards of other industry fora, are referenced herein.8 "Basic Exchange Telecommunications Service" means, unless otherwise defined in
Commission rules and then it shall have the meaning set forth therein, a service offered to End
User Customers which provides the End User Customer with a telephonic connection to , and a
unique local telephone number address on , the public switched telecommunications network
and which enables such End User Customer to generally place calls to, or receive calls from
other stations on the public switched telecommunications network. Basic residence and
business line services are Basic Exchange Telecommunications Services. As used solely in the
context of this Agreement and unless otherwise agreed , Basic Exchange Telecommunications
Service includes access to Ancillary services such as 911 , Directory Assistance (DA) and
Operator Services (OS).9 "Bill and Keep" is as defined in the FCC's Order on Remand and Report and Order
in CC Docket 99-68 (Intercarrier Compensation for ISP Bound Traffic). Bill and Keep is an
arrangement where neither of two (2) interconnecting networks charges the other for terminating
traffic that originates on the other network. Instead, each network recovers from its own End
User Customers the cost of both originating traffic that it delivers to the other n~twork and
terminating traffic that it receives from the other network. Bill and Keep does not, however
preclude Intercarrier charges for transport of traffic between Carriers' networks.
July 27, 2006/msd/Clark Communication/Wireless Type 2/ID/CDS-060721-0009
(Agreement - Template 10-13-05)
Section 4
Definitions
Bill Date" means the date on which a Billing period ends , as identified on the bill.
Bona Fide Request" or "BFR" shall have the meaning set forth in Section 16.
12 "Busy Line Verify/Busy Line Interrupt" or "Bl V/BLI Traffic" means a call to an
operator service in which the caller inquires as to the busy status of or requests an interruption
of a Wireline call on another End User Customer s Basic Exchange Telecommunications
Service line.
13 "Calling Party Number" or "CPN" is a Common Channel Signaling ("CCS"
parameter, which refers to the number transmitted through a network identifying the calling
party. Reference Owest Technical Publication 77342.
14 "Central Office Switch" means a switch used to provide Telecommunications
Services, including, but not limited to:
14.1 "End Office Switches" which are used to terminate End User Customer
station loops, or equivalent, for the purpose of interconnecting to each other and
trunks; and
14.2 "Tandem Office Switches" are used to connect and switch trunk circuits
between and among other End Office Switches. A Wireless Carrier s switch( es) shall be
considered Tandem Office Switch(es) to the extent such switch(es) serve(s) a
comparable geographic area as Owest's Tandem Office Switch. A fact-based
consideration by the Commission of geography should be used to classify any switch on
a prospective basis.15 "Commercial Mobile Radio Service" or "CMRS" is defined in 47 U.C. Section 332
and FCC rules and orders interpreting that statute.
Commission" means the Idaho Public Utilities Commission.17 "Common Channel Signaling" or "CCS" means a method of exchanging call set up
and network control data over a digital signaling network fully separate from the Public switched
Network that carries the actual call. Signaling System 7 (SS7) is currently the preferred CCS
method.18 "Conversation Time" means the measurement of Type 2 Interconnection usage
which begins when WSP's MSC is signaled by the terminating End Office that the call has been
answered. Measured usage ends upon MSC recognition of disconnection by the earlier of
WSP's End User Customer or the disconnection signal from the terminating End Office.
19 "Customer" is a Person to whom a Party provides or has agreed to provide a
specific service or set of services, whether directly or indirectly. Customer includes
Telecommunication Carriers. See also, End User Customer.
Day" means calendar Days unless otherwise specified.
4.21 "Digital Signal level" means one of several transmission rates in the time-division
multiplex hierarchy.
July 27, 2006/msd/Clark CommunicationlWireless Type 2/ID/CDS-060721-0009
(Agreement - Template 10-13-05)
Section 4
Definitions22 "Digital Signal level 0" or "DSO" is the 64 Kbps standard speed for digitizing one
voice conversation using pulse code modulation. There are 24 DSO channels in a DS1.23 "Digital Signal level 1" or "DS 1" means the 1.544 Mbps first-level signal in the
time-division multiplex hierarchy. In the time-division Multiplexing hierarchy of the telephone
network, DS1 is the initial level of Multiplexing. There are 28 DS1s in a DS3.24 "Digital Signal level 3" or "DS3" means the 44.736 Mbps third-level signal in the
time-division multiplex hierarchy. In the time-division Multiplexing hierarchy of the telephone
network, DS3 is defined as the third level of Multiplexing.25 "End User Customer" means a third party retail Customer that subscribes to a
Telecommunications Service provided by either of the Parties or by another Carrier or by two or
more Carriers.
26 "Entrance Facility" or "EF" means the dedicated facility between the CMRS
provider s POI and the Qwest Serving Wire Center. This is also referred to as "Network Access
Channel" or "NAC"
27 "Exchange Access (lntralATA Toll) is defined in accordance with Qwest's current
IntralATA Toll serving areas, as determined by Qwest's state and interstate Tariffs and
excludes toll provided using switched Access purchased by an IXC.28 "Exchange Message Interface" or "EMI" means the format used for exchange of
Telecommunications message information among Telecommunications Carriers. It is
referenced in the Alliance for Telecommunications Industry Solutions (ATIS) document that
defines industry guidelines for the exchange of message records
4.29 "Exchange Message Record" or "EMR" is the standard used for exchange of
telecommunications message information between telecommunications providers for billable
non-billable , sample, settlement and study data. EMR format is contained in BR-010-200-010
CRIS Exchange Message Record , an ATIS document that defines industry standards for
Exchange Message Records.30 "Exchange Service" or "Extended Area Service (EAS)/local Traffic" means traffic
that is originated and terminated within the local Calling Area as determined by the
Commission.
FCC" means the Federal Communications Commission.32 "Firm Order Confirmation Date" or "FOC" means the notice Qwest provides to WSP
to confirm that WSP's Access Service Order (ASR) has been received and has been
successfully processed. The FOC confirms the schedule of dates committed to by Qwest for
the provisioning of the service requested.
Individual Case Basis" or "ICB" shall have the meaning set forth in Exhibit I.34 "Information Service" is as defined in the Telecommunications Act of 1996 and
FCC Order on Remand and Report and Order in CC Docket 99-68 and includes ISP Bound
Traffic.
July 27, 2006/msd/Clark CommunicationlWireless Type 2/ID/CDS-060721-0009
(Agreement - Template 10-13-05)
Section 4
Definitions
Information Services Providers" or "ISPs" are providers of Information Services.36 "Interconnection" is as described in the Act and refers to the connection between
networks for the purpose of transmission and routing of telephone Exchange Service traffic,
Exchange Access and Jointly Provided switched Access Traffic.
37 "Interconnections Database" or "ICONN" is a Qwest database , available on the
Qwest Web Site, which includes business and residence access line counts, switch types , and
switch generics.
38 "Interexchange Carrier" (IXC) means Carrier that provides InterLATA or
IntraLATA Toll services.
39 "lnterLATA" describes Telecommunications functions originating in one Local
Access and Transport Area (LATA) and terminating in another.
4.40 "lnterMTA" describes Telecommunications functions originating in one MTA and
terminating in another.
4.41 "Internet Related Traffic" includes ISP Bound traffic and refers to dial-up access
through an entity which may include computer processing, protocol conversions, information
storage or routing with transmission to enable users to access internet content or data services.
4.42 "lntraLATA" describes Telecommunications functions originating and terminating in
the same LATA.
4.43 "ISP Bound Traffic" means the offering of information access pursuant to 47 U.
P251 (g) and the Order with respect to Information Services as defined in 47 U.C. P153 (20),
and includes Telecommunications traffic delivered to an ISP.
4.44 "lntraLATA Toll" (Transit) is defined in accordance with Qwest's current IntraLATA
Toll serving areas , as determined by the state Commission.
4.45 Jointly Provided Switched Access see Meet Point Billing.
4.46 "Loc;al Traffic" is traffic that is exchanged in a geographic area either by MTA or the
Qwest Extended Area Service (EAS) boundaries. This includes Exchange Access (IntraLATA
Toll). Local Traffic excludes Transit Traffic.
4.47 Local Access and Transport Area" or "LATA" is as defined in the Act.
4.48 "Local Calling Area" or "LCA" is a geographic area defined either by the MT A or the
Qwest Extended Area Service (EAS) boundaries.
4.48.1 "MT A/Local" means the geographic area within the IntraMT A in which
WSP provides CMRS services. Local Interconnection rates apply for traffic originated
and terminated within the same MT A. See Non-Local for exceptions.
4.48.2 "EAS/Local" means the geographic area defined by the EAS boundaries
as determined by the Commission and defined in Qwest's Local and/or General
Exchange Service Tariff. LEC End User Customers may complete a call without
July 27, 2006/msd/Clark CommunicationlWireless Type 2/ID/CDS-060721-0009
(Agreement - Template 10-13-05)
Section 4
Definitions
incurring toll charges. Traffic terminated by Owest End User Customers within their EAS
boundary is considered to be EAS/Local; Owest End User Customers are billed toll
charges for traffic terminated outside of their EAS boundary.
4.49 "Local Exchange Carrier" (LEC) means any Carrier that is engaged in the provision
of telephone Exchange Service or Exchange Access. Such term does not include a Carrier
insofar as such Carrier is engaged in the provision of a commercial mobile service under
Section 332(c) of the Act, except to the extent that the FCC finds that such service should be
included in the definition of such term.
50 "Local Exchange Routing Guide" or "LERG" means a Telcordia Technologies
Reference Document used by LECs and IXCs to identify NPA-NXX routing and homing
information as well as Network Element and equipment designations.
51 "Local Service Request" or "LSR" means the industry standard forms and
supporting documentation used for ordering local services.52 "Maintenance of Service charge" is a charge that relates to trouble isolation.
Maintenance of Service charges are set forth in Exhibit A. Basic Maintenance of Service
charges apply when the Owest technician perform work during standard business hours.
Overtime Maintenance of Service charges apply when the Owest technician performs work on a
business Day, but outside standard business hours, or on a Saturday. Premium Maintenance of
Service charges apply when the Owest technician performs work on either a Sunday or Owest
recognized holiday.
53 "Major Trading Area (MTA)" is a geographic area established in Rand McNally
1992 Commercial Atlas and Marketing Guide and used by the FCC in defining CMRS license
boundaries for CMRS providers for purposes of Sections 251 and 252 of the Act.54 "Meet Point" is a point of Interconnection between two networks, designated by two
Telecommunications Carriers, at which one Carrier s responsibility for service begins and the
other Carrier s responsibility ends.55 "Meet-Point Billing" or "MPB" or "Jointly Provided switched Access" refers to an
arrangement whereby two LECs (including a LEC and WSP). Jointly Provided switched Access
Service to an Interexchange Carrier, with each LEC (or WSP) receiving an appropriate share of
the revenues from the IXC as defined by their effective Access Tariffs.56 "Mid-Span Meet" means an Interconnection between two (2) networks designated
by two Telecommunications Carriers, whereby each provides its own cable and equipment up to
the Meet Point of the cable facilities.57 "Miscellaneous Charges" mean charges that Owest may assess in addition to
recurring and nonrecurring rates set forth in Exhibit A, for activities WSP requests Qwest to
perform, activities WSP authorizes , or charges that are a result of WSP actions , such as
cancellation charges, expedite charges, and charges for additional labor and maintenance.
Miscellaneous Charges are not already included in Qwest's recurring or nonrecurring rates.
Miscellaneous Charges are listed the applicable tariff, catalog, or price list.58 "Mobile switching Center" or "MSC" is a Wireless switching facility, which performs
the switching for the routing of calls among its Wireless End User Customers in other Wireless
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(Agreement - Template 10-13-05)
Section 4
Definitions
or landline networks. In addition it contains recording and billing functionality.59 "Multiple Exchange Carrier Access Billing" or "MECAB" refers to the document
prepared by the Billing Committee of the Ordering and Billing Forum (OBF), which functionsunder the auspices of the Carrier Liaison Committee (CLC) of the Alliance for
Telecommunications Industry Solutions (ATIS). The MECAB document, published by Telcordia
Technologies as Special Report SR-BDS-000983, contains the recommended guidelines for the
Billing of an Access Service provided by two or more Telecommunications Carriers (including a
WSP, LEC and/or a WSP), or by one LEC in two or more states within a single LATA.
60 "Multiple Exchange Carrier Ordering and Design" or "MECOD" Guidelines for
Access Services - Industry Support Interface, refers to the document developed by the
Ordering/Provisioning Committee under the auspices of the Ordering and Billing Forum (OBF),
which functions under the auspices of the Carrier Liaison Committee (CLC) of the Alliance for
Telecommunications Industry Solutions (ATIS). The MECOD document, published by Telcordia
Technologies as Special Report SR STS-002643, establishes recommended guidelines for
processing orders for Access Service which is to be provided by two or more
Telecommunications Carriers (including a WSP LEC and/or a WSP). It is published
Telcordia Technologies as SRBDS 00983.
61 "Multiplexing" or "MUX" means the function which converts a 44.736 MBPS DS3
channel to 28 1.544 MBPS DS1 channels or a 1.544 DS1 channel to 24 DSO channels utilizing
time division Multiplexing.
62 "Non-Local" traffic is InterMTA, InterLATA, Roaming, and/or Jointly Provided
switched Access Traffic. Reciprocal Compensation does not apply to Non-Local Traffic. This
Non-Local Traffic originated by WSP , includes InterMTA traffic and IntraMTA traffic delivered to
Qwest via an IXC. Regarding traffic delivered to WSP, Non-Local includes all traffic carried by
an IXC, and traffic destined for WSP's End User Customers that are Roaming in a different
MTA, and alllnterMTA/lnterLATA traffic.
63 "North American Numbering Plan" or "NANP" means the numbering plan used in
the United States that also serves Canada, Bermuda, Puerto Rico , Guam, the Commonwealth
of the Marianna Islands and certain Caribbean Islands. The NANP format is a 10-digit number
that consists of a 3-digit NPA code (commonly referred to as the area code), followed by a
digit NXX code and 4-digit line number.64 "Operator Tandem" means a Qwest switching system that provides a traffic
concentration and distribution function for Qwest operator assisted traffic.
65 "Originating Line Information" or "OLl" is an CCS SS7 Feature Group D signaling
parameter which refers to the number transmitted through the network identifying the Billing
number of the calling party.
Party" means either Qwest or WSP and "Parties" means Qwest and WSP.67 "Percent Local Usage (PLU) Factors" are percentages used in the reciprocal
compensation payment method in determining Minutes of Use (MOU) for Land to Mobile (L-
and Mobile to Land (M-L) traffic.
67.PLU 1" is a factor for determining the total L-M and M-L MOUs between
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Qwest and WSP based on M-L traffic measured by Qwest.
67.2 "PLU 2A" is a factor for determining Qwest originated L-M MOUs
terminating on WSP's network subject to reciprocal compensation.
67.3 "lnterMTA" are factors that are used in reciprocal compensation to
determine InterMTA, Roaming MOUs when WSP's End User Customer is initiating (M-
or terminating (L-M) a call in another MTA.
67.4 "PLU 28" is a factor for determining the portion of Qwest originated traffic
that rides the Type 2 facility between Qwest's Tandems or End Offices and WSP's POI
for calculation of the facilities credit to WSP.68 "Point of Interface
" "
Point of Interconnection" or "POI" is a physical demarcation
between the networks of two LECs (including a LEC and WSP). The POI is that point where the
exchange of traffic takes place. This point establishes the technical interface, the test point(s),
and the point(s) for operational division of responsibility.
Port"
69.1 "Port" means a line or trunk connection point, including a line card and
associated peripheral equipment, on a Central Office switch but does not include switch
features. The Port serves as the hardware termination for line or Trunk Side facilities
connected to the Central Office switch. Each line side Port is typically associated with
one or more telephone numbers that serve as the End User Customer s network
address.
69.Port" as an action relating to porting a telephone number from one central
office switch to another central office switch using Local Number Portability.70 "Rate Center" identifies 1) the specific geographic point identified by specific
vertical and horizontal (V&H) coordinates, which are used to measure distance sensitive End
User Customer traffic to/from the particular NPA-NXX designations with the specific Rate
Center, and 2) the corresponding geographic area which is associated with one or more
particular NPA-NNX codes which have been assigned to a LEC for its provision of Telephone
Exchange Service.71 "Rate Center Area" is the geographic area within which basic Exchange Services
are provided for NPA-NXX designations associated with a particular Rate Center.
72 "Reciprocal Compensation Credit" is defined as a monetary credit for two-way
Wireline to Wireless traffic which is originated by a Qwest Wireline End User Customer within
the LATA, transported by Qwest, and terminates to WSP's Wireless End User Customer within
the MTAILocal area. When more than two (2) Carriers are involved in transporting a call
Reciprocal Compensation Credit does not apply.
73 "Roaming" is defined as a Telecommunications Service occurring when the End
User Customer of one CMRS provider utilizes the facilities of another CMRS provider. Most
often, Roaming occurs when the End User Customer is physically located outside the service
area of his or her service provider.
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Definitions74 "Service Control Point" or "SCP" means a node in the CCS network to which
information requests for service handling, such as routing, are directed and processed. The
SCP is a real time database system that, based on a query from a Service switching Point
(SSP), performs End User Customer or application-specific service logic and then sends
instructions back to the SSP on how to continue call processing.75 "Service switching Point" or "SSP" is a telephone switch that performs call
processing on traffic that originates , Tandems, or terminates at that site. Such call processing
includes the generation of SS7 messages to transfer call-related information to other SSPs and
sending a query to an SCP for instructions on call routing. SSPs are interconnected by SS7
links.76 "Serving Wire Center" denotes the Wire Center from which dial tone for Local
Exchange Service would normally be provided to a particular End User Customer Premises.
77 "Signaling Transfer Point" or "STP" means a signaling point that performs message
, routing functions and provides information for the routing of messages between signaling end
points. A STP transmits, receives and processes Common Channel Signaling rCCS"
messages.
17.
Special Request Process" or "SRP" shall have the meaning set forth in Section
79 "Switched Access Service" means the offering of transmission and switching
services to Interexchange Carriers for the purpose of the origination or termination of telephone
Toll Service. Switched Access Services include: Feature Group A, Feature Group H , Feature
Group D , 8XX access, and 900 access and their successors or similar Switched Access
Services.80 "Switched Access Traffic " as specifically defined in Owest's interstate switched
Access Tariffs, is traffic that originates at one of the Party's End User Customers and terminates
at an IXC Point of Presence, or originates at an IXC Point of Presence and terminates at one of
the Party's End User Customers , whether or not the traffic transits the other Party's network.81 "Tariff' as used throughout this Agreement refers to Owest interstate Tariffs and
state Tariffs, price lists, price schedules and catalogs.82 "Telecommunications Carrier" means any provider of Telecommunications
Services (such as LECs, Competitive Local Exchange Carriers (CLECs), WSPs, except that
such term does not include aggregators of Telecommunications Services (as defined in Section
226 of the Act). A Telecommunications Carrier shall be treated as a Common Carrier under the
Act only to the extent that it is engaged in providing Telecommunications Services, except that
the Federal Communications Commission shall determine whether the provision of fixed and
mobile satellite service shall be treated as common carriage.
83 "Telecommunications Services" means the offering of Telecommunications for a
fee directly to the public, or to such classes of users as to be effectively available directly to the
public, regardless of the facilities used.
84 "Transit Traffic" is any traffic that originates from one Telecommunications Carrier
network, transits a Tandem Telecommunications Carrier s network, and terminates to yet
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another Telecommunications Carrier s network. In the cases neither the originating nor the
terminating End User Customer is a Customer of a Tandem Telecommunications Carrier. For
the purposes of this Agreement, Transit Traffic does not include traffic carried by Interexchange
Carriers. That traffic is defined as Jointly Provided switched Access.85 Trunk Group Servicing Request "TGSR" is the notification the Qwest Trunk
Forecasting Group sends to the Service Delivery Center to advise of blocking conditions on
Carrier trunk groups.
86 "Wire Center" denotes a building or space within a building that serves as an
aggregation point on a given Carrier s network , where transmission facilities are connected or
switched. Wire Center can also denote a building where one or more Central Offices , used for
the provision of Basic Exchange Telecommunications Services and Access Services, are
located.
87 "Wireless" for the purposes of this Agreement, are Telecommunications Services
provided by a 2-way CMRS Carrier in accordance with its CMRS license(s). This includes both
Cellular and Personal Communications Service Providers.
88 "Wireless Carrier Resource Guide" is a Qwest document that provides information
needed to request services available under this Agreement. It is available on Qwest's Web site:
http://www.qwest.com/whoiesale/pcatlwireless.htmi89 "Wireless Service Provider" or "WSP" for purposes of this Agreement is a 2-way
CMRS provider of local service.90 "Wireline" are Telecommunications Services provided by Qwest or other non-
CMRS Telecommunications Carriers. These services are provided via a fixed landline network
where the End User Customers are stationary.
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SECTION 5.0 - TERMS AND CONDITIONS
General Provisions
Intentionally Left Blank.
The Parties are each solely responsible for participation in and compliance with
national network plans, including the National Network Security Plan and the Emergency
Preparedness Plan.
Neither Party shall use any service related to or use any of the services provided in
this Agreement in any manner that interferes with other Persons in the use of their service
prevents other Persons from using their service, or otherwise impairs the quality of service to
other Carriers or to either Party's End User Customers. In addition , neither Party's provision of
or use of services shall interfere with the services related to or provided under this Agreement.
If such impairment is material and poses an immediate threat to the
safety of either Party s employees, Customers or the public or poses an immediate
threat of a service interruption, that Party shall provide immediate notice by email to the
other Party s designated representative(s) for the purposes of receiving such notification.
Such notice shall include 1) identification of the impairment (including the basis for
identifying the other Party s facilities as the cause of the impairment), 2) date and
location of the impairment, and 3) the proposed remedy for such impairment for any
affected service. Either Party may discontinue the specific service that violates the
provision or refuse to provide the same type of service if it reasonably appears that the
particular service would cause similar harm , until the violation of this provision has been
corrected to the reasonable satisfaction of that Party and the service shall be reinstituted
as soon as reasonably possible. The Parties shall work cooperatively and in good faith
to resolve their differences. In the event either Party disputes any action that the other
Party seeks to take or has taken pursuant to this provision , that Party may pursue
immediate resolution by expedited or other Dispute Resolution.3.2 If the impairment is service impacting but does not meet the parameters
set forth in section 5., such as low level noise or other interference, the other Party
shall provide written notice within five (5) calendar Days of such impairment to the other
Party and such notice shall include the information set forth in subsection 5.1. The
Parties shall work cooperatively and in good faith to resolve their differences. If the
impairment has not been corrected or cannot be corrected within five (5) business days
of receipt of the notice of non-compliance , the other Party may pursue immediate
resolution by expedited or other Dispute Resolution.
If either Party causes non-service impacting impairment the other Party
shall provide written notice within fifteen (15) calendar Days of the impairment to the
other Party and such notice shall include the information set forth in subsection 5.
The Parties shall work cooperatively and in good faith to resolve their differences. If
either Party fails to correct any such impairment within fifteen (15) calendar Days of
written notice, or if such non-compliance cannot be corrected within fifteen (15) calendar
Days of written notice of non-compliance, and if the impairing Party fails to take all
appropriate steps to correct as soon as reasonably possible, the other Party may pursue
immediate resolution by expedited or other Dispute Resolution.
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service impacting impairment that may result in discontinuance of service as soon as the
Party receives notice of same.1.4 Each Party is solely responsible for the services it provides to its End User
Customers and to other Telecommunications Carriers. This provision is not intended to limit the
liability of either Party for its failure to perform under this Agreement.
The Parties shall work cooperatively to minimize fraud associated with third-
number billed calls , calling card calls , and any other services related to this Agreement.
Nothing in this Agreement shall prevent either Party from seeking to recover the
costs and expenses , if any, it may incur in (a) complying with and implementing its obligations
under this Agreement, the Act, and the rules, regulations and orders of the FCC and the
Commission, and (b) the development, modification, technical installation and maintenance of
any systems or other infrastructure which it requires to comply with and to continue complying
with its responsibilities and obligations under this Agreement. Notwithstanding the foregoing,
Qwest shall not assess any charges against WSP for services, facilities, Ancillary service and
other related works or services covered by this Agreement, unless the charges are expressly
provided for in this Agreement. All services and capabilities currently provided hereunder, to be
provided hereunder, shall be priced in accordance with all applicable provisions of the Act and
the rules and order of the Federal Communications Commission and orders of the Commission.
Term of Agreement
This Agreement shall be deemed effective upon approval by the Commission
Effective Date ); however, the Parties may agree to implement the provisions of this
Agreement upon execution. This Agreement shall be binding upon the Parties for a term of
three (3) years and shall expire three (3) years from the Effective Date.
Upon expiration of the term of this Agreement, this Agreement shall continue in full
force and effect until superseded by a successor agreement in accordance with this Section
2. Any Party may request negotiation of a successor agreement by written notice to the
other Party no earlier than one hundred sixty (160) Days prior to the expiration of the term , or
the Agreement shall renew on a month to month basis. The date of this notice will be the
starting point for the negotiation window under section 252 of the Act.
Proof of Authorization
Each Party shall be responsible for obtaining and maintaining Proof of
Authorization (POA), as required by applicable federal and state law, as amended from time to
time.
The Parties shall make peAs available to each other upon request in the event of
an allegation of an unauthorized change in accordance with all Applicable Laws and rules and
shall be subject to any penalties contained therein.
Payment
5.4.Amounts payable under this Agreement are due and payable within thirty (30)
calendar Days after the date of invoice, or within twenty (20) calendar Days after receipt of the
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invoice , whichever is later (payment Due Date). If the payment Due Date is not a business day,
the payment shall be due the next business day.
5.4.One Party may discontinue processing orders for the failure of the other Party to
make full payment for the relevant services, less any disputed amount as provided for in Section
5.4.4 of this Agreement, for the relevant services provided under this Agreement within thirty
(30) calendar Days following the payment Due Date. The Billing Party will notify the other Party
in writing at least ten (10) business days prior to discontinuing the processing of orders for the
relevant services. If the Billing Party does not refuse to accept additional orders for the relevant
services on the date specified in the ten (10) business days notice, and the other Party s non-
compliance continues, nothing contained herein shall preclude the Billing Party s right to refuse
to accept additional orders for the relevant services from the non-complying Party without
further notice. For order processing to resume , the billed Party will be required to make full
payment of all charges for the relevant services not disputed in good faith under this Agreement.
Additionally, the Billing Party may require a deposit (or additional deposit) from the billed Party,
pursuant to this section. In addition to other remedies that may be available at law or equity, the
billed Party reserves the right to seek equitable relief including injunctive relief and specific
performance.
5.4.The Billing Party may disconnect any and all relevant services for failure by the
billed Party to make full payment, less any disputed amount as provided for in Section 5.4.4 of
this Agreement, for the relevant services provided under this Agreement within sixty (60)
calendar Days following the payment Due Date. The billed Party will pay the a pplicable
reconnect charge set forth in Exhibit A required to reconnect each resold End User Customer
line disconnected pursuant to this paragraph. The Billing Party will notify the billed Party in at
least ten (10) business days prior to disconnection of the unpaid service(s). In case of such
disconnection, all applicable undisputed charges, including termination charges, shall become
due. If the Billing Party does not disconnect the billed Party's service(s) on the date specified in
the ten (10) business days notice, and the billed Party's noncompliance continues, nothing
contained herein shall preclude the Billing Party s right to disconnect any or all relevant services
of the non-complying Party without further notice. For reconnection of the non-paid service to
occur, the billed Party will be required to make full payment of all past and current undisputed
charges under this Agreement for the relevant services. Additionally, the Billing Party will
request a deposit (or recalculate the deposit) as specified in Section 5.4.5 and 5.4.7 from the
billed Party, pursuant to this Section. Both Parties agree, however, that the application of this
provision will be suspended for the initial three (3) Billing cycles of this Agreement and will not
apply to amounts billed during those three (3) cycles. In addition to other remedies that may be
available at law or equity, each Party reserves the right to seek equitable relief, including
injunctive relief and specific performance.
5.4.4 Should WSP or Qwest dispute, in good faith , any portion of the nonrecurring
charges or monthly Billing under this Agreement, the Parties will notify each other in writing
within fifteen (15) calendar Days following the payment Due Date identifying the amount, reason
and rationale of such dispute. At a minimum , WSP and Qwest shall pay all undisputed amountsdue. Both WSP and Qwest agree to expedite the investigation of any disputed amounts
promptly provide all documentation regarding the amount disputed that is reasonably requested
by the other Party, and work in good faith in an effort to resolve and settle the dispute prior toinitiating any other rights or remedies.
5.4.4.If a Party disputes charges and does not pay such charges by the
payment Due Date, such charges may be subject to late payment charges. If the
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disputed charges have been withheld and the dispute is resolved in favor of the Billing
Party, the withholding Party shall pay the disputed amount and applicable late payment
charges no later than the second Bill Date following the resolution. If the disputed
charges have been withheld and the dispute is resolved in favor of the disputing Party,
the Billing Party shall credit the bill of the disputing Party for the amount of the disputed
charges and any late payment charges that have been assessed no later than the
second Bill Date after the resolution of the dispute. If a Party pays the disputed charges
and the dispute is resolved in favor of the Billing Party, no further action is required.
5.4.4.If a Party pays the charges disputed at the time of payment or at any time
thereafter pursuant to Section 5.4.4., and the dispute is resolved in favor of the
disputing Party the Billing Party shall, no later than the second Bill Date after the
resolution of the dispute: (1) credit the disputing Party's bill for the disputed amount and
any associated interest or (2) pay the remaining amount to WSP , if the disputed amount
is greater than the bill to be credited. The interest calculated on the disputed amounts
will be the same rate as late payment charges. In no event, however, shall any late
payment charges be assessed on any previously assessed late payment charges.
5.4.4.If a Party fails to dispute a charge and discovers an error on a bill it has
paid after the period set forth in section 5.4.4 , the Party may dispute the bill at a later
time through an informal process, through an Audit pursuant to the Audit provision of this
Agreement, through the Dispute Resolution provision of this Agreement, or applicable
state statutes or Commission rules.
5.4.Each Party will determine the other Party credit status based on previous
payment history or credit reports such as Dun and Bradstreet. If a Party has not established
satisfactory credit with the other Party according to the above provisions or the Party
repeatedly delinquent in making its payments, or the Party is being reconnected after a
disconnection of service or discontinuance of the processing of orders by the Billing Party due to
a previous nonpayment situation, the Billing Party may require a deposit to be held as security
for the payment of charges before the orders from the billed Party will be provisioned and
completed or before reconnection of service. "Repeatedly delinquent" means any payment
received thirty (30) calendar Days or more after the payment Due Date, three (3) or more times
during a twelve (12) month period. The deposit may not exceed the estimated total monthly
charges for an average two (2) month period within the 1 st three (3) months for all services. The
deposit may be a surety bond if allowed by the applicable Commission regulations, a letter of
credit with terms and conditions acceptable to the Billing Party, or some other form of mutually
acceptable security such as a cash deposit. Required deposits are due and payable within
thirty (30) calendar Days after demand.
5.4.Interest will be paid on cash deposits at the rate applying to deposits under
applicable Commission regulations. Cash deposits and accrued interest will be credited to the
billed Party s account or refunded , as appropriate, upon the expiration of the term of the
Agreement or the establishment of satisfactory credit with the Billing Party, which will generally
be one full year of timely payments of undisputed amounts in full by the billed Party. Upon a
material change in financial standing, the billed Party may request and the Billing Party will
consider a recalculation of the deposit. The fact that a deposit has been made does not relieve
WSP from any requirements of this Agreement.
5.4.The Billing Party may review the other Party's credit standing and modify the
amount of deposit required but in no event will the maximum amount exceed the amount stated
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in 5.4.
5.4.The late payment charge for amounts that are billed under this Agreement shall be
in accordance with Commission requirements.
5.4.Each Party shall be responsible for notifying its End User Customers of any
pending disconnection of a non-paid service by the billed Party, if necessary, to allow those
Customers to make other arrangements for such non-paid services.
Taxes
Any federal, state, or local sales, use, excise, gross receipts , transaction or similar
taxes, fees or surcharges resulting from the performance of this Agreement shall be borne by
the Party upon which the obligation for payment is imposed under Applicable Law, even if the
obligation to collect and remit such taxes is placed upon the other Party. However, where the
selling Party is permitted by law to collect such taxes, fees or surcharges, from the purchasing
Party, such taxes, fees or surcharges shall be borne by the Party purchasing the services.
Each Party is responsible for any tax on its corporate existence , status or income. Whenever
possible, these amounts shall be billed as a separate item on the invoice. To the extent a sale
is claimed to be for resale tax exemption , the purchasing Party shall furnish the providing Party
a proper resale tax exemption certificate as authorized or required by statute or regulation by
the jurisdiction providing said resale tax exemption. Until such time as a resale tax exemption
certificate is provided, no exemptions will be applied. If either Party (the Contesting Party)
contests the application of any tax collected by the other Party (the Collecting Party), the
Collecting Party shall reasonably cooperate in good faith with the Contesting Party s challenge,
provided that the Contesting Party pays any costs incurred by the Collecting Party. The
Contesting Party is entitled to the benefit of any refund or recovery resulting from the contest
provided that the Contesting Party is liable for and has paid the tax contested.
Insurance
Each Party shall at all times during the term of this Agreement, at its own cost and
expense, carry and maintain the insurance coverage listed below with insurers having a "Best'
rating of B+ XIII with respect to liability arising from that Party s operations for which that Party
has assumed legal responsibility in this Agreement. If either Party or its parent company has
assets equal to or exceeding $10 000 000 000, that Party may utilize an Affiliate captive
insurance company in lieu of a "Best'" rated insurer. To the extent that the parent company
a Party is relied upon to meet the $10,000 000 000 asset threshold , such parent shall be
responsible for the insurance obligations contained in this Section 5., to the extent its
affiliated Party fails to meet such obligations.
1 Workers' Compensation with statutory limits as required in the state of
operation and Employers' Liability insurance with limits of not less than $100,000 each
accident.
Commercial General Liability insurance covering claims for bodily injury,
death , personal injury or property damage occurring or arising out of the use or
occupancy of the premises , including coverage for independent contractor s protection
(required if any work will be subcontracted), premises-operations , products and/or
completed operations and contractual liability with respect to the liability assumed by
each Party hereunder. The limits of insurance shall not be less than $1 000 000 each
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occurrence and $2 000,000 general aggregate limit.
Business automobile liability insurance covering the ownership, operation
and maintenance of all owned , non-owned and hired motor vehicles with limits of not
less than $1 000 000 per occurrence for bodily injury and property damage.1.4 Umbrella/Excess Liability insurance in an amount of $10 000 000 excess
of Commercial General Liability insurance specified above. These limits may be
obtained through any combination of primary and excess or umbrella liability insurance
so long as the total limit is $11 000 000.
5 ' "All Risk" Property coverage on a full replacement cost basis insuring all
of WSP personal property situated on or within the Premises.6.2 Each Party will initially provide certificate(s) of insurance evidencing coverage , and
thereafter will provide such certificates upon request. Such certificates shall (1) name the other
Party as an additional insured under commercial general liability coverage; (2) provide thirty (30)
calendar Days prior written notice of cancellation of, material change or exclusions in the
policy(s) to which certificate(s) relate; (3) indicate that coverage is primary and not excess of, or
contributory with , any other valid and collectible insurance purchased by the other Party; and (4)
acknowledge severability of interest/cross liability coverage.
Force Majeure
Neither Party shall be liable for any delay or failure in performance of any part of
this Agreement from any cause beyond its control and without its fault or negligence including,
without limitation , acts of nature, acts of civil or military authority, government regulations
embargoes, epidemics, terrorist acts, riots, insurrections , fires , explosions, earthquakes, nuclear
accidents, floods, work stoppages, power blackouts, volcanic action , other major environmental
disturbances, or unusually severe weather conditions (collectively, a Force Majeure Event).
Inability to secure products or services of other Persons or transportation facilities or acts or
omissions of transportation Carriers shall be considered Force Majeure Events to the extent any
delay or failure in performance caused by these circumstances is beyond the Party s control and
without that Party s fault or negligence. The Party affected by a Force Majeure Event shall give
prompt notice to the other Party, shall be excused from performance of its obligations hereunder
on a Day to Day basis to the extent those obligations are prevented by the Force Majeure
Event, and shall use reasonable efforts to remove or mitigate the Force Majeure Event. In the
event of a labor dispute or strike the Parties agree to provide service to each other at a level
equivalent to the level they provide themselves.
Limitation of Liability
Each Party's liability to the other Party for any loss relating to or arising out of any
act or omission in its performance under this Agreement, whether in contract, warranty, strict
liability, or tort, including (without limitation) negligence of any kind, shall be limited to the total
amount that is or would have been charged to the other Party by such breaching Party for the
service(s) or function(s) not performed or improperly performed. Each Party's liability to the
other Party for any other losses shall be limited to the total amounts charged to WSP under this
Agreement during the contract year in which the cause accrues or arises. Payments pursuant
to the QPAP should not be counted against the limit provided for in this Agreement Section.
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Neither Party shall be liable to the other for indirect, incidental, consequential, or
special damages , including (without limitation) damages for lost profits , lost revenues , lost
savings suffered by the other Party regardless of the form of action, whether in contract
warranty, strict liability, tort, including (without limitation) negligence of any kind and regardless
of whether the Parties know the possibility that such damages could result.
Intentionally Left Blank.8.4 Nothing contained in this Section shall limit either Party's liability to the other for (i)
willful or intentional misconduct or (ii) damage to tangible real or personal property proximately
caused solely by such Party s negligent act or omission or that of their respective agents
subcontractors, or employees.
Nothing contained in this Section 5.shall limit either Party s obligations of
indemnification specified in this Agreement, nor shall this Section 5.8 limit a Party s liability for
failing to make any payment due under this Agreement.
Indemnity
The Parties agree that unless otherwise specifically set forth in this Agreement the
following constitute the sole indemnification obligations between and among the Parties:
Each of the Parties agrees to release, indemnify, defend and hold
harmless the other Party and each of its officers, directors, employees and agents (each
an Indemnitee) from and against and in respect of any loss , debt, liability, damage
obligation, claim , demand , judgment or settlement of any nature or kind known or
unknown, liquidated or unliquidated including, but not limited to, reasonable costs and
expenses (including attorneys' fees), whether suffered , made , instituted , or asserted by
any Person or entity, for invasion of privacy, bodily injury or death of any Person or
Persons, or for loss , damage to , or destruction of tangible property, whether or not
owned by others, resulting from the Indemnifying Party's breach of or failure to perform
under this Agreement, regardless of the form of action, whether in contract, warranty,
strict liability, or tort including (without limitation) negligence of any kind.
In the case of claims or loss alleged or incurred by an End User Customer
of either Party arising out of or in connection with services provided to the End User
Customer by the Party, the Party whose End User Customer alleged or incurred such
claims or loss (the Indemnifying Party) shall defend and indemnify the other Party and
each of its officers, directors, employees and agents (collectively the Indemnified Party)
against any and all such claims or loss by the Indemnifying Party', End User Customers
regardless of whether the underlying service was provided or Unbundled Element was
provisioned by the Indemnified Party, unless the loss was caused by the willful
misconduct of the Indemnified Party. The obligation to indemnify with respect to claims
of the Indemnifying Party s End User Customers shall not extend to any claims for
physical bodily injury or death of any Person or person , or for loss, damage to, or
destruction of tangible property, whether or not owned by others, alleged to have
resulted directly from the negligence or intentional conduct of the employees
contractors, agents , or other representatives of the Indemnified Party.
The indemnification provided herein shall be conditioned upon:
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The Indemnified Party shall promptly notify the Indemnifying Party of any
action taken against the Indemnified Party relating to the indemnification. Failure to so
notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that
the Indemnifying Party might have , except to the extent that such failure prejudices the
Indemnifying Party s ability to defend such claim.
If the Indemnifying Party wishes to defend against such action, it shall
give written notice to the Indemnified Party of acceptance of the defense of such action.
In such event, the Indemnifying Party shall have sole authority to defend any such
action, including the selection of legal counsel, and the Indemnified Party may engage
separate legal counsel only at its sole cost and expense. In the event that the
Indemnifying Party does not accept the defense of the action , the Indemnified Party shall
have the right to employ counsel for such defense at the expense of the Indemnifying
Party. Each Party agrees to cooperate with the other Party in the defense of any such
action and the relevant records of each Party shall be available to the other Party with
respect to any such defense.
In no event shall the Indemnifying Party settle or consent to any judgment
pertaining to any such action without the prior written consent of the Indemnified Party.
In the event the Indemnified Party withholds consent, the Indemnified Party may, at its
cost, take over such defense, provided that, in such event, the Indemnifying Party shal,
not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified
Party against, any cost or liability in excess of such refused compromise or settlement.
Intellectual Property
10.Except for a license to use any facilities or equipment (including software) solely for
the purposes of this Agreement or to receive any service solely (a) as provided in this
Agreement or (b) as specifically required by the then-applicable federal and state rules and
regulations relating to Interconnection and access to Telecommunications facilities and
services, nothing contained within this Agreement shall be construed as the grant of a license
either express or implied, with respect to any patent, copyright, trade name trade mark, service
mark, trade secret, or other proprietary interest or intellectual property, now or hereafter owned
controlled or licensable by either Party. Nothing in this Agreement shall be construed as the
grant to the other Party of any rights or licenses to trade or service marks.
10.Subject to Section 5., each Party (the Indemnifying Party) shall indemnify and
hold the other Party (the Indemnified Party) harmless from and against any loss, cost, expense
or liability arising out of a claim that the use of facilities of the Indemnifying Party or services
provided by the indemnifying Party provided or used pursuant to the terms of this Agreement
misappropriates or otherwise violates the intellectual property rights of any third party.
addition to being subject to the provisions of Section 5., the obligation for indemnification
recited in this paragraph shall not extend to infringement which results from (a) any combination
of the facilities or services of the Indemnifying Party with facilities or services of any other
Person (including the Indemnified Party but excluding the Indemnifying Party and any of its
Affiliates), which combination is not made by or at the direction of the Indemnifying Party or (b)
any modification made to the facilities or services of the Indemnifying Party by, on behalf of or at
the request of the Indemnified Party and not required by the Indemnifying Party. In the event
any claim , the Indemnifying Party may, at its sole option (a) obtain the right for the Indemnified
Party to continue to use the facility or service; or (b) replace or modify the facility or service to
make such facility or service non-infringing. If the Indemnifying Party is not reasonably able to
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obtain the right for continued use or to replace or modify the facility or service as provided in the
preceding sentence and either (a) the facility or service is held to be infringing by a court of
competent jurisdiction or (b) the Indemnifying Party reasonably believes that the facility
service will be held to infringe , the Indemnifying Party shall notify the Indemnified Party and the
parties shall negotiate in good faith regarding reasonable modifications to this Agreement
necessary to (1) mitigate damage or comply with an injunction which may result from such
infringement or (2) allow cessation of further infringement. The Indemnifying Party may request
that the Indemnified Party take steps to mitigate damages resulting from the infringement or
alleged infringement including, but not limited to, accepting modifications to the facilities or
services, and such request shall not be unreasonably denied.
10.To the extent required under applicable federal and state law, Qwest shall use its
best efforts to obtain, from its vendors who have licensed intellectual property rights to Qwest in
connection with facilities and services provided hereunder, licenses under such intellectual
property rights as necessary for WSP to use such facilities and services as contemplated
hereunder and at least in the same manner used by Qwest for the facilities and services
provided hereunder. Qwest shall notify WSP immediately in the event that Qwest believes it
has used its best efforts to obtain such rights , but has been unsuccessful in obtaining such
rights.
10.Qwest covenants that it will not enter into any licensing agreements with
respect to any Qwest facilities , equipment or services, including software , that contain
provisions that would disqualify WSP from using or interconnecting with such facilities
equipment or services, including software, pursuant to the terms of this Agreement.
Qwest warrants and further covenants that it has not and will not knowingly modify any
existing license agreements for any network facilities, equipment or services, including
software, in whole or in part for the purpose of disqualifying WSP from using or
interconnecting with such facilities, equipment or services, including software, pursuant
to the terms of this Agreement. To the extent that providers of facilities, equipment
services or software in Qwest's network provide Qwest with indemnities covering
intellectual property liabilities and those indemnities allow a flow-through of protection to
third parties, Qwest shall flow those indemnity protections through to WSP.
10.4 Except as expressly provided in this Intellectual Property Section, nothing in this
Agreement shall be construed as the grant of a license, either express or implied , with respect
to any patent, copyright, logo , trademark, trade name, trade secret or any other intellectual
property right now or hereafter owned , controlled or licensable by either Party. Neither Party
may use any patent, copyright, logo, trademark, trade name, trade secret or other intellectual
property rights of the other Party or its Affiliates without execution of a separate agreement
between the Parties.
10.Neither Party shall without the express written permission of the other Party, state
or imply that: 1) it is connected, or in any way affiliated with the other or its Affiliates; 2) it is part
of a joint business association or any similar arrangement with the other or its Affiliates; 3) the
other Party and its Affiliates are in any way sponsoring, endorsing or certifying it and its goods
and services; or 4) with respect to its marketing, advertising or promotional activities or
materials , the resold goods and services are in any way associated with or originated from the
other or any of its Affiliates. Nothing in this paragraph shall prevent either Party from truthfully
describing the Network Elements it uses to provide service to its End User Customers, provided
it does not represent the Network Elements as originating from the other Party or its Affiliates in
any marketing, advertising or promotional activities or materials.
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10.Intentionally Left Blank.
10.Qwest and WSP each recognize that nothing contained in this Agreement is
intended as an assignment or grant to the other of any right, title or interest in or to the
trademarks or service marks of the other (the Marks) and that this Agreement does not confer
any right or license to grant sublicenses or permission to third parties to use the Marks of the
other and is not assignable. Neither Party will do anything inconsistent with the other
ownership of their respective Marks, and all rights, if any, that may be acquired by use of the
Marks shall inure to the benefit of their respective Owners. The Parties shall comply with all
Applicable Law governing Marks worldwide and neither Party will infringe the Marks of the other.
Warranties
11.EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES
AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE DOES NOT EXIST, ANY
WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THAT ALL
PRODUCTS AND SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS " WITH ALL
FAUL TS.
12 Assignment
12.Neither Party may assign or transfer (whether by operation of law or otherwise) this
Agreement (or any rights or obligations hereunder) to a third party without the prior written
consent of the other Party. Notwithstanding the foregoing, either Party may assign or transfer
this Agreement to a corporate Affiliate or an entity under its common control; without the
consent of the other Party, provided that the performance of this Agreement by any such
assignee is guaranteed by the assignor. Any attempted assignment or transfer that is not
permitted is void ab initio. Without limiting the generality of the foregoing, this Agreement shall
be binding upon and shall inure to the benefit of the Parties' respective successors and assigns.
12.In the event that Qwest transfers to any unaffiliated Party exchanges including End
User Customers that WSP serves in whole or in part through facilities or services provided by
Qwest under this Agreement, the transferee shall be deemed a successor to Qwest's
responsibilities hereunder for a period of ninety (90) Days from notice to WSP of such transfer
or until such later time as the Commission may direct pursuant to the Commission s then
applicable statutory authority to impose such responsibilities either as a condition of the transfer
or under such other state statutory authority as may give it such power. In the event of such a
proposed transfer, Qwest shall use its best efforts to facilitate discussions between WSP and
the Transferee with respect to Transferee s assumption of Qwest's obligations pursuant to theterms of this Agreement.
12.Nothing in this section is intended to restrict WSP's rights to opt into a Wireless
Interconnection Agreement under 9 252 of the Act.
Default
13.If either Party defaults in the payment of any amount due hereunder, or if either
Party violates any other material provision of this Agreement, and such default or violation shall
continue for thirty (30) calendar Days after written notice thereof, the other Party may seek relief
in accordance with the Dispute Resolution provision of this Agreement. The failure of either
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Party to enforce any of the provisions of this Agreement or the waiver thereof in any instance
shall not be construed as a general waiver or relinquishment on its part of any such provision
but the same shall , nevertheless, be and remain in full force and effect.
Disclaimer of Agency
14.Except for provisions herein expressly authorizing a Party to act for another
nothing in this Agreement shall constitute a Party as a legal representative or agent of the other
Party, nor shall a Party have the right or authority to assume , create or incur any liability or any
obligation of any kind , express or implied , against or in the name or on behalf of the other Party
unless otherwise expressly permitted by such other Party. Except as otherwise expressly
provided in this Agreement, no Party undertakes to perform any obligation of the other Party
whether regulatory or contractual, or to assume any responsibility for the management of the
other Party s business.
Severability
15.In the event that anyone or more of the provisions contained herein shall for any
reason be held to be unenforceable or invalid in any respect under law or regulation , the Parties
will negotiate in good faith for replacement language as set forth herein. If any part of this
Agreement is held to be invalid or unenforceable for any reason , such invalidity or
unenforceability will affect only the portion of this Agreement, which is invalid or unenforceable.
In all other respects, this Agreement will stand as if such invalid or unenforceable provision had
not been a part hereof, and the remainder of this Agreement shall remain in full force and effect.
Nondisclosure
16.All information, including but not limited to specifications, microfilm , photocopies
magnetic disks , drawings , sketches, models , samples , tools , technical information , data
employee records, maps, financial reports, and market data, (i) furnished by one Party to the
other Party dealing with business or marketing plans End User Customer specific, facility
specific, or usage specific information, other than End User Customer information
communicated for the purpose of providing Directory Assistance or publication of Directory
Database, or (ii) in written , graphic, electromagnetic, or other tangible form and marked at the
time of delivery as "Confidential" or "Proprietary , or (iii) communicated and declared to the
receiving Party at the time of delivery, or by written notice given to the receiving Party within ten
(10) calendar Days after delivery, to be "Confidential" or "Proprietary" (collectively referred to as
Proprietary Information ), shall remain the property of the disclosing Party. A Party who
receives Proprietary Information via an oral communication may request written confirmation
that the material is Proprietary Information. A Party who delivers Proprietary Information via an
oral communication may request written confirmation that the Party receiving the information
understands that the material is Proprietary Information. Each Party shall have the right to
correct an inadvertent failure to identify information as Proprietary Information by giving written
notification within thirty (30) Days after the information is disclosed. The receiving Party shall
from that time forward , treat such information as Proprietary Information.
16.Upon request by the disclosing Party, the receiving Party shall return all tangible
copies of Proprietary Information , whether written , graphic or otherwise, except that the
receiving Party may retain one copy for archival purposes.
16.Each Party shall keep all of the other Party s Proprietary Information confidential
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and will disclose it on a need to know basis only. In no case shall retail marketing, sales
personnel , or strategic planning have access to such Proprietary Information. The Parties shall
use the other Party s Proprietary Information only in connection with this Agreement. Neither
Party shall use the other Party's Proprietary Information for any other purpose except upon such
terms and conditions as may be agreed upon between the Parties in writing.
16.4 Unless otherwise agreed, the obligations of confidentiality and non-use set forth in
this Agreement do not apply to such Proprietary Information as:a) was at the time of receipt already known to the receiving Party free of any
obligation to keep it confidential evidenced by written records prepared prior to delivery
by the disclosing Party; or
is or becomes publicly known through no wrongful act of the receiving Party; orc) is rightfully received from a third Person having no direct or indirect secrecy or
confidentiality obligation to the disclosing Party with respect to such information; or
d) is independently developed by an employee , agent, or contractor of the receiving
Party which individual is not involved in any manner with the provision of services
pursuant to the Agreement and does not have any direct or indirect access to the
Proprietary Information; ore) is disclosed to a third person by the disclosing Party without similar restrictions
on such third person s rights; or
is approved for release by written authorization of the disclosing Party; or
g)
is required to be disclosed by the receiving Party pursuant to Applicable Law or
regulation provided that the receiving Party shall give sufficient notice of the requirement
to the disclosing Party to enable the disclosing Party to seek protective orders.
16.Nothing herein is intended to prohibit a Party from supplying factual information
about its network and Telecommunications Services on or connected to its network to regulatory
agencies including the Federal Communications Commission and the Commission so long as
any confidential obligation is protected. In addition either Party shall have the right to disclose
Proprietary Information to any mediator, arbitrator, state or federal regulatory body, the
Department of Justice or any court in the conduct of any proceeding arising under or relating in
any way to this Agreement or the conduct of either Party in connection with this Agreement
including without limitation the approval of this Agreement, or in any proceedings concerning the
provision of InterLATA services by Qwest that are or may be required by the Act. The Parties
agree to cooperate with each other in order to seek appropriate protection or treatment of such
Proprietary Information pursuant to an appropriate protective order in any such proceeding.
16.Effective Date of this Section. Notwithstanding any other provision of this
Agreement, the Proprietary Information provisions of this Agreement shall apply to all
information furnished by either Party to the other in furtherance of the purpose of this
Agreement, even if furnished before the Effective Date.
16.Each Party agrees that the disclosing Party could be irreparably injured by a
breach of the confidentiality obligations of this Agreement by the receiving Party or its
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representatives and that the disclosing Party shall be entitled to seek equitable relief, including
injunctive relief and specific performance in the event of any breach of the confidentiality
provisions of this Agreement. Such remedies shall not be deemed to be the exclusive remedies
for a breach of the confidentiality provisions of this Agreement, but shall be in addition to all
other remedies available at law or in equity.
16.Nothing herein should be construed as limiting either Party s rights with respect to
its own Proprietary Information or its obligations with respect to the other Party s Proprietary
Information under Section 222 of the Act.
16.Forecasts provided by either Party to the other Party shall be deemed Confidential
Information and the Parties may not distribute, disclose or reveal , in any form , this material other
than as allowed and described in subsections 5.16.1 and 5.16.
16.The Parties may disclose, on a need to know basis only, WSP individual
forecasts and forecasting information disclosed by Qwest, to Qwest's legal personnel in
connection with their representation of Qwest in any dispute regarding the quality or
timeliness or the forecast as it relates to any reason for which WSP provided it to Qwest
under this Agreement, as well as to WSP's wholesale account managers , wholesale LIS
and Collocation product managers, network and growth planning personnel responsible
for preparing or responding to such forecasts or forecasting information. In no case shall
retail marketing, sales or strategic planning have access to this forecasting information.
The Parties will inform all of the aforementioned personnel with access to such
Confidential Information, of its confidential nature and will require personnel to execute a
nondisclosure agreement which states that, upon threat of termination, the
aforementioned personnel may not reveal or discuss such information with those not
authorized to receive it except as specifically authorized by law. Violations of these
requirements shall subject the personnel to disciplinary action up to and including
termination of employment.
16.Upon the specific order of the Commission, Qwest may provide
the forecast information that WSPs have made available to Qwest under this
Agreement, provided that Qwest shall first initiate any procedures necessary to
protect the confidentiality and to prevent the public release of the information
pending any applicable Commission procedures and further provided that Qwest
provides such notice as the Commission directs to WSP involved, in order to
allow it to prosecute such procedures to their completion.
16.The Parties shall maintain confidential forecasting information in secure
files and locations such that access to the forecasts is limited to the personnel
designated in subsection 5.16.1 above and such that no other personnel have
computer access to such information.
Survival
17.Any liabilities or obligations of a Party for acts or omissions prior to the termination
of this Agreement, and any obligation of a Party under the provisions regarding indemnification
Confidential or Proprietary Information, limitations of liaQility, and any other provisions of this
Agreement which, by their terms, are contemplated to survive (or to be performed after)
termination of this Agreement, shall survive cancellation or termination hereof.
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Dispute Resolution18. If any claim , controversy or dispute between the Parties, their agents , employees
officers, directors or affiliated agents should arise , and the Parties do not resolve it in the
ordinary course of their dealings (the "Dispute ), then it shall be resolved in accordance with this
Section. Each notice of default, unless cured within the applicable cure period , shall be
resolved in accordance herewith. Dispute resolution under the procedures provided in this
Section 5.18 shall be the preferred , but not the exclusive remedy for all disputes between Qwest
and WSP arising out of this Agreement or its breach. Each Party reserves its rights to resort to
the Commission or to a court, agency, or regulatory authority of competent jurisdiction. Nothing
in this Section 5.18 shall limit the right of either Qwest or WSP, upon meeting the requisite
showing, to obtain provisional remedies (including injunctive relief) from a court before, during or
after the pendancy of any arbitration proceeding brought pursuant to this Section 5.18.
However, once a decision is reached by the Arbitrator, such decision shall supersede any
provisional remedy.
18.2 At the written request of either Party (the Resolution Request), and prior to any
other formal dispute resolution proceedings, each Party shall within seven (7) calendar Days
after such Resolution Request designate a vice-presidential level employee or a representative
with authority to make commitments to review, meet, and negotiate, in good faith , to resolve the
Dispute. The Parties intend that these negotiations be conducted by non-lawyer, business
representatives, and the locations, format, frequency, duration , and conclusions of these
discussions shall be at the discretion of the representatives. By mutual agreement, the
representatives may use other procedures, such as mediation, to assist in these negotiations.
The discussions and correspondence among the representatives for the purposes of these
negotiations shall be treated as Confidential Information developed for purposes of settlement
and shall be exempt from discovery and production, and shall not be admissible in any
subsequent arbitration or other proceedings without the concurrence of both of the Parties.
18.If the vice-presidential level representatives or the designated representative with
authority to make commitments have not reached a resolution of the Dispute within fifteen (15)
calendar Days after the Resolution Request (or such longer period as agreed to in writing by the
Parties), or if either Party fails to designate such vice-presidential level representative or their
representative with authority to make commitments within seven (7) calendar Days after the
date of the Resolution Request, then either Party may request that the Dispute be settled by
arbitration. Notwithstanding the foregoing, a Party may request that the Dispute be settled by
arbitration two (2) calendar Days after the Resolution Request pursuant to the terms of Section
18.1. In any case, the arbitration proceeding shall be conducted by a single arbitrator
knowledgeable about the Telecommunications industry unless the Dispute involves amounts
exceeding five million ($5 000 000) in which case the proceeding shall be conducted by a panel
of three (3) arbitrators , knowledgeable about the Telecommunications industry. The arbitration
proceedings shall be conducted under the then-current rules for commercial disputes of the
American Arbitration Association (AAA) or J.A.M.S./Endispute, at the election of the Party that
initiates dispute resolution under this Section 5.18. Such rules and procedures shall apply
notwithstanding any part of such rules that may limit their availability for resolution of a Dispute.
The Federal Arbitration Act, 9 U.C. Sections 1-, not state law, shall govern the arbitrability
of the Dispute. The arbitrator shall not have authority to award punitive damages. The
arbitrator s award shall be final and binding and may be entered in any court having jurisdiction
thereof. Each Party shall bear its own costs and attorneys' fees, and shall share equally in the
fees and expenses of the arbitrator. The arbitration proceedings shall occur in the Denver
Colorado metropolitan area or in another mutually agreeable location. It is acknowledged that
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the Parties, by mutual, written agreement, may change any of these arbitration practices for a
particular, some, or all Dispute(s). The Party which sends the Resolution Request must notify
the Secretary of the Commission of the arbitration proceeding within forty-eight (48) hours of the
determination to arbitrate.
18.All expedited procedures prescribed by the AM or J.A.M.S./Endispute
rules , as the case may be, shall apply to Disputes affecting the ability of a Party
provide uninterrupted , high quality services to its End User Customers, or as otherwise
called for in this Agreement. A Party may seek expedited resolution of a Dispute if the
vice-presidential level representative , or other representative with authority to make
commitments, have not reached a resolution of the Dispute within two (2) calendar Days
after the Resolution Request. In the event the Parties do not agree that a service
affecting Dispute exists, the Dispute resolution shall commence under the expedited
process set forth in this Section 5.18., however, the first matter to be addressed by
the Arbitrator shall be the applicability of such process to such Dispute.
18.There shall be no discovery except for the exchange of documents
deemed necessary by the Arbitrator to an understanding and determination of the
Dispute. Qwest and WSP shall attempt, in good faith, to agree on a plan for such
document discovery. Should they fail to agree, either Qwest or WSP may request a joint
meeting or conference call with the Arbitrator. The Arbitrator shall resolve any Disputes
between Qwest and WSP , and such resolution with respect to the need , scope, manner
and timing of discovery shall be final and binding.
18.Arbitrator s Decision
18.The Arbitrator s decision and award shall be in writing and shall
state concisely the reasons for the award , including the Arbitrator s findings of
fact and conclusions of law.
18.An interlocutory decision and award of the Arbitrator granting or
denying an application for preliminary injunctive relief may be challenged in a
forum of competent jurisdiction immediately, but no later than ten (10) business
days after the appellant'receipt of the decision challenged. During the
pendency of any such challenge , any injunction ordered by the Arbitrator shall
remain in effect, but the enjoined Party may make an application to the Arbitrator
for appropriate security for the payment of such costs and damages as may be
incurred or suffered by it if it is found to have been wrongfully enjoined, if such
security has not previously been ordered. If the authority of competent
jurisdiction determines that it will review, a decision granting or denying
application for preliminary injunctive relief, such review shall be conducted on an
expedited basis.
18.3.4 To the extent that any information or materials disclosed in the course of
an arbitration proceeding contain proprietary, trade secret or Confidential Information of
either Party, it shall be safeguarded in accordance with Section 5.16 of this Agreement
or if the Parties mutually agree, such other appropriate agreement for the protection of
proprietary, trade secret or Confidential Information that the Parties negotiate. However
nothing in such negotiated agreement shall be construed to prevent either Party from
disclosing the other Party'information to the Arbitrator in connection with or
anticipation of an arbitration proceeding, provided , however, that the Party seeking to
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disclose the information shall first provide fifteen (15) calendar Days notice to the
disclosing Party so that that Party, with the cooperation of the other Party, may seek a
protective order from the arbitrator. Except as the Parties otherwise agree, or as the
Arbitrator for good cause orders, the arbitration proceedings , including hearings, briefs
orders, pleadings and discovery shall not be deemed confidential and may be disclosed
at the discretion of either Party, unless it is subject to being safeguarded as proprietary,
trade secret or Confidential Information , in which event the procedures for disclosure of
such information shall apply.
18.4 Should it become necessary to resort to court proceedings to enforce a Party
compliance with the dispute resolution process set forth herein , and the court directs or
otherwise requires compliance herewith , then all of the costs and expenses, including its
reasonable attorney fees, incurred by the Party requesting such enforcement shall be
reimbursed by the non-complying Party to the requesting Party.
18.No Dispute, regardless of the form of action , arising out of this Agreement, may be
brought by either Party more than two (2) years after the cause of action accrues.
18.Nothing in this Section is intended to divest or limit the jurisdiction and authority of
the Commission or the FCC as provided by state and federal law.
18.In the event of a conflict between this Agreement and the rules prescribed by the
AAA or J.A.M.S./Endispute , this Agreement shall be controlling.
18.This Section does not apply to any claim , controversy or Dispute between the
Parties , their agents, employees, officers, directors or affiliated agents concerning the
misappropriation of use of intellectual property rights of a Party, including, but not limited to, the
use of the trademark, trade name , trade dress or service mark of a Party.
Controlling Law
19.This Agreement is offered by Qwest and accepted by WSP in accordance with
applicable federal law and the state law of Idaho. It shall be interpreted solely in accordance
with applicable federal law and the state law of Idaho.
Responsibility for Environmental Contamination
20.Neither Party shall be liable to the other for any costs whatsoever resulting from
the presence or release of any Environmental Hazard that either Party did not introduce to the
affected work location. Both Parties shall defend and hold harmless the other, its officers
directors and employees from and against any losses, damages, claims, demands, suits,
liabilities , fines, penalties and expenses (including reasonable attorneys' fees) that arise out of
or result from (i) any Environmental Hazard that the Indemnifying Party, its contractors or agents
introduce to the Work Locations or (ii) the presence or release of any Environmental Hazard for
which the Indemnifying Party is responsible under Applicable Law.
5.20.In the event any suspect materials within Qwest-owned, operated or leased
facilities are identified to be asbestos containing, WSP will ensure that to the extent any
activities which it undertakes in the facility disturb such suspect materials, such WSP activities
will be in accordance with applicable local , state and federal environmental and health and
safety statutes and regulations. Except for abatement activities undertaken by WSP or
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equipment placement activities that result in the generation of asbestos-containing material
WSP does not have any responsibility for managing, nor is it the owner of, nor does it have any
liability for, or in connection with , any asbestos-containing ' material. Qwest agrees to
immediately notify WSP if Qwest undertakes any asbestos control or asbestos abatement
activities that potentially could affect WSP personnel, equipment or operations , including, but
not limited to, contamination of equipment
Notices
21.Any notices required by or concerning this Agreement shall be in writing and shall
be sufficiently given if delivered personally, delivered by prepaid overnight express service, or
sent by certified mail , return receipt requested, or by email where specified in this Agreement to
Qwest and WSP at the addresses shown below:
Qwest Corporation
Director Interconnection Agreements
1801 California, Room 2410
Denver, CO 80202
Email: Intaqreecw.Qwestcom
Phone: [phone]
Fax: [phone]
With copy to:
Qwest Law Department
Attention: Corporate Counsel , Interconnection
1801 California Street, 10th Floor
Denver, CO 80202
and to WSP at the address shown below:
Glen Clark
Director
Clark Communication, Inc.
2200 8th Ave. Lewiston, ID 83501
Tel: [phone]
Fax: [phone]
Email: eclark61 ~cableone.net
If personal delivery is selected to give notice, a receipt acknowledging such delivery must be
obtained. Each Party shall inform the other of any change in the above contact Person and/or
address using the method of notice called for in this Section 5.21.
Responsibility of Each Party
22.Each Party is an independent contractor, and has and hereby retains the right to
exercise full control of and supervision over its own performance of its obligations under this
Agreement and retains full control over the employment, direction , compensation and discharge
of all employees assisting in the performance of such obligations. Each Party will be solely
responsible for all matters relating to payment of such employees, including compliance with
social security taxes, withholding taxes and all other regulations governing such matters. Each
Party will be solely responsible for proper handling, storage, transport and disposal at its own
expense of all (i) substances or materials that it or its contractors or agents bring to, create or
assume control over at Work Locations , and (ii) Waste resulting there from or otherwise
generated in connection with its or its contractors' or agents ' activities at the Work Locations.
Subject to the limitations on liability and except as otherwise provided in this Agreement, each
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Party shall be responsible for (i) its own acts and performance of all obligations imposed by
Applicable Law in connection with its activities , legal status and property, real or personal, and
(ii) the acts of its own Affiliates, employees, agents and contractors during the performance of
that Party s obligations hereunder.
No Third Party Beneficiaries
5.23.The provisions of this Agreement are for the benefit of the Parties and not for any
other Person. This Agreement will not provide any Person not a Party to this Agreement with
any remedy, claim , liability, reimbursement, claim of action , or other right in excess of those
existing by reference in this Agreement.
Intentionally Left Blank.
Publicity
25.Neither Party shall publish or use any publicity materials with respect to the
execution and delivery or existence of this Agreement without the prior written approval of the
other Party. Nothing in this section shall limit a Party s ability to issue public statements with
respect to regulatory or judicial proceedings.
Executed in Counterparts
5.26.This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original; but such counterparts shall together constitute one and the same
instrument.
Compliance
27.Each Party shall comply with all applicable federal , state, and local laws, rules and
regulations applicable to its performance under this Agreement. Without limiting the foregoing,
Qwest and WSP agree to keep and maintain in full force and effect all permits, licenses,
certificates, and other authorities needed to perform their respective obligations hereunder.
28 Compliance with the Communications Assistance Law Enforcement Act of
1994
28.Each Party represents and warrants that any equipment, facilities or services
provided to the other Party under this Agreement comply with the Communications Assistance
Law Enforcement Act (CALEA). Each Party shall indemnify and hold the other Party harmless
from any and all penalties imposed upon the other Party for such noncompliance and shall at
the non-compliant Party s sole cost and expense , modify or replace any equipment, facilities or
services provided to the other Party under this Agreement to ensure that such equipment
facilities and services fully comply with CALEA.
Cooperation
5.29.The Parties agree that this Agreement involves the provision of Qwest services in
ways such services were not previously available and the introduction of new processes and
procedures to provide and bill such services. Accordingly, the Parties agree to work jointly and
cooperatively in testing and implementing processes for pre-ordering, ordering, maintenance
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Provisioning and Billing and in reasonably resolving issues which result from such
implementation on a timely basis. Electronic processes and procedures are addressed in
Section 11 of this Agreement.
Amendments
30.Amendments; Waivers. The provisions of this Agreement, including the provisions
of this sentence, may not be amended , modified or supplemented, and waivers or consents to
departures from the provisions of this Agreement may not be given without the written consent
thereto by both Parties' authorized representative. No waiver by any party of any default
misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, will
be deemed to extend to any prior or subsequent default, misrepresentation, or breach of
warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.
Entire Agreement
31.This Agreement (including the documents referred to herein) constitutes the full
and entire understanding and agreement between the parties with regard to the subjects of this
Agreement and supersedes any prior understandings, agreements, or representations by or
between the parties, written or oral , to the extent they relate in any way to the subjects of this
Agreement.
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Interconnection
SECTION 6.0 - INTERCONNECTION
Interconnection Facility Options
This Section describes the Interconnection of Qwest's network and WSP's network
for the purpose of exchanging Local , Non-Local , Transit and Jointly Provided switched Access
(InterLATA and IntraLATA) traffic. Qwest will provide Interconnection at any technically feasible
point within its network. Qwest's Wireless Interconnection Service is provided for the purpose of
connecting End Office switches to End Office switches or End Office switches to Local or
Access Tandem switches for the exchange of Local Traffic; or End Office switches to Access
Tandem switches for the exchange of Local , Non-Local or Jointly Provided Switched Access
Traffic. Qwest Tandem to WSP Tandem switch connections will be provided where technically
feasible. New or continued Qwest Local Tandem to Qwest Access Tandem and Qwest Access
Tandem to Qwest Access Tandem switch connections are not required where Qwest can
demonstrate that such connections present a risk of switch exhaust and that Qwest does not
make similar use of its network to transport the local calls of its own or any Affiliate s End User
Customers.
Qwest will provide to WSP Interconnection at least equal in quality to that
provided to itself, to any subsidiary, affiliate, or any other party to which it provides
Interconnection. Qwest will provide Interconnection under rates, terms and conditions
that are just, reasonable and non-discriminatory.
2 Methods of Interconnection
The Parties will negotiate the facilities arrangement used to interconnect
their respective networks. WSP shall establish at least one Physical Point of
Interconnection in Qwest territory in each LATA where the WSP has local End User
Customers and/or has an NPAlNXX rated to a Rate Center within the LATA. The
Parties shall establish, through negotiations , one of the following Interconnection
Agreements (1) a DS1 or DS3 Qwest Provided Entrance Facility; (2) Collocation; (3)
negotiated Mid-Span Meet POI facilities; or (4) Other technically feasible methods of
Interconnection.
Qwest Provided Entrance Facility. Interconnection may be
accomplished through the provision of a DS1 or DS3 Entrance Facility. An
Entrance Facility extends from the Qwest Serving Wire Center to WSP's switch
location or POI. Entrance Facilities may not extend beyond the serving area, by
the Qwest Serving Wire Center. The rates for Entrance Facilities are provided in
Exhibit A. Qwest's Private Line Transport service is available as an alternative to
entrance facilities, when WSP uses such Private Line Transport service for
multiple services.
Collocation. Interconnection may be accomplished through the
Collocation arrangements offered by Qwest. The terms and conditions under
which Collocation will be available are described in the Collocation Section of this
Agreement.
3 Mid-Span Meet POI. A Mid-Span Meet POI is a negotiated Point
of Interface, limited to the Interconnection of facilities between one Party's switch
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and the other Party s switch. The actual physical Point of Interface and facilities
used will be subject to negotiations between the Parties. Each Party will be
responsible for its portion of the build to the Mid-Span Meet POI. These Mid
Span Meet pals will consist of facilities used for the Provisioning of one or two
way Type 2 and Jointly Provided switched Access Interconnection trunks , as well
as Ancillary trunks such as , as , DA, and 911 trunk groups.
The Mid-Span Fiber Meet architecture requires each Party
to own its equipment on its side of the Point of Interconnection (POI).
WSPs may designate Mid Span Fiber Meet as the target architecture
except in scenarios where it is not technically feasible or where the
Parties disagree on midpoint location.
In a Mid-Span Fiber Meet the Parties agree to establish
technical interface specifications for Fiber Meet arrangements that permit
the successful Interconnection and completion of traffic routed over the
facilities that interconnect at the Fiber Meet. WSP is responsible for
providing at its location the Fiber Optic Terminal (FaT) equipment
Multiplexing, and fiber required to terminate the optical signal provided by
Qwest. Qwest is responsible for providing corresponding FOT(s),
Multiplexing, and fiber required to terminate the optical signal provided by
WSP.
The Parties shall, wholly at their own expense , procure
install , and maintain the FOT(s) in each of their locations where the
Parties establish a Fiber Meet with capacity sufficient to provision and
maintain all trunk groups. The Parties shall mutually agree on the
capacity of the FOT(s) to be utilized based on equivalent DS1s and DS3s
necessary for transport of forecasted local Interconnection trunking. Each
Party will also agree upon the optical frequency and wavelength
necessary to implement the Interconnection.
Qwest agrees to provide local Interconnection trunk diversity to the same
extent it does so in Qwest's local network.
Exchange of Traffic
Description
Reciprocal traffic exchange addresses the exchange of traffic between
WSP's network and Qwest's network. Reciprocal traffic exchange covered by this
Agreement is for Wireless Interconnection for CMRS Carriers only in association with
CMRS two-way services. Other Interconnections are covered by a separate agreement
or Tariff. Wireless two-way Interconnection is intended for Wireless to Wireline or
Wireline to Wireless, but not Wireline to Wireline communications. For purposes of this
Agreement, Fixed Wireless is considered a Wireline architecture. The Wireless
Interconnection provided shall not be used to terminate other types of traffic on Qwest's
network, such as Wireline originated traffic. Where either Party interconnects and
delivers traffic to the other from third parties, each Party shall bill such third parties the
appropriate charges pursuant to its respective Tariffs or contractual offerings for such
third party terminations. Unless otherwise agreed to by the Parties, by an amendment to
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this Agreement, the Parties will directly exchange traffic between their respective
networks without the use of third party transit providers.
Depending upon WSP's needs and the technical capability and ,location of
Qwest switches, various Wireless Interconnections and service arrangements are
possible. Wireless Interconnection service arrangement requires, at a minimum , a
connection to those Access Tandems in each LATA where WSP originates or terminates
traffic, by using Type 2A Interconnections. When total traffic volumes of all End Offices
subtending a Local Tandem or to an individual End Office reach 512 CCS , the WSP may
be required to interconnect to the Local Tandem or End Office.
The traffic types to be exchanged under this Agreement include:
Agreement.
3.4
Local Traffic as defined in this Agreement.
Non-Local traffic as defined in this Agreement.
Jointly Provided Switched Access Traffic as defined in this
Transit Traffic as defined in this Agreement.1.4 Traffic having special billing or trunking requirements includes, but are not
limited to, the following:
1.4.
1.4.
1.4.
1.4.4
1.4.
Directory Assistance
911/E911
Toll and Assistance Operator Services
Toll Free Services; and
ISP Bound Traffic.
Toll Blocking Service is a Selective Class of Call Screening (CustomNet).
Selective Class of Call Screening restricts, by operator screen identification, outgoing toll
calls from trunks to collect, third party billed and/or credit card calls only. Direct dialed
calls to Directory Assistance 800/877/888, E911/911 950, and Qwest Repair are
permitted. It is available when WSP sends its traffic on outgoing Ancillary Trunks.
Billed Number Screening allows WSP the capability of restricting
incoming collect and/or third number billed calls from being billed to their Ancillary
Trunks. Although these lines are outgoing trunks, the capability does exist to terminate
a collect and/or third number billed call to the line. Other long distance companies may
or may not subscribe to Billing Validation or recognize the billed number screening
indicator. Therefore , calls placed on other long distance company networks may
complete and bill collect and/or third number billed calls to the WSP account. Qwest is
not responsible for any calls completed on other long distance company networks.
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Wireless Interconnection Requirements
As a part of the Wireless Interconnection requirements, WSP will establish Type 2 trunk groups
to the Qwest Access Tandem or End Office switch(es), as required.
Type 2A Interconnections
Type 2A Local Tandem Interconnection
The Type 2A Local Tandem Interconnection links WSP'
POI to a Qwest Local Tandem and is used for the exchange of Local
Traffic between WSP and NXXs served by the End Offices subtending
the Local Tandem. This Interconnection arrangement carries both first
routed direct final traffic and traffic overflowed on an alternate final basis
from a Type 28 Primary High Use Interconnection arrangement.
separate Type 2A Access Tandem Interconnection is needed in
conjunction with a Type 2A Local Tandem Interconnection for the
exchange of Non-Local Exchange Access and Jointly Provided switched
Access.
Type 2A Access Tandem Interconnection
The Type 2A Access Tandem Interconnection links WSP'
POI to a Qwest Access Tandem for the exchange of Non-Local
Exchange Access and Jointly Provided switched Access traffic. In some
circumstances, the WSP may also choose to use a Type 2A Access
Tandem connection for the exchange of Local Traffic. A Type 2A Access
Tandem connection can be configured in either of the following ways: 1.
as a separate trunk group for Local/lntraLA T A and Non-Local excluding
Jointly Provided switched Access and a second trunk group for Jointly
Provided switched Access or 2.) as a single combined trunk group for
Local/lntraLA T AlNon-Local/and Jointly Provided switched Access.
Wireless Interconnection service arrangement requires connection to
those Access Tandems in each LATA where WSP has originating or
, terminating traffic.
Type 2A Equal Access Interconnection
This direct final route trunk group is used for the delivery of
Interexchange Carrier Switched Access Traffic. It is an Interconnection
with inband signaling or out of band signaling, where available, using
Feature Group D signaling protocol between WSP's POI and the Access
Tandem serving the area in which the POI is located. The service
enables WSP's End User Customers to use their pre-subscribed
Interexchange Carrier of choice. Equal Access trunks are available as
one way out (mobile, to land) and are not available as one way in (land to
mobile), two way or for paging trunks.
Type 28 Interconnections
6.2.Type 28 Primary High Use Interconnection
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The Type 2B Primary High Use Interconnection is a two-
way trunk group Interconnection between WSP's POI and a Qwest End
Office, within the same LATA. WSP must designate a Type 2A Trunk
Group to a Qwest Local Tandem or Access Tandem switch for overflow.
Type 2B Primary High Use service is only available in conjunction with an
associated Type 2A service and is offered only where facilities and
operating conditions permit. WSP's and Qwest's Local Traffic can be
exchanged over this Interconnection. WSP will not route ancillary traffic or
traffic terminating to Interexchange Carriers via Feature Group B , C, or D
through the Type 2B Primary High Use Interconnection. Type 2B Primary
High Use trunks are required when actual busy hour traffic exceeds 512
CCS to a Qwest End Office.
Type 2B Full Group Service Interconnection
6.2.The Type 2B Full Group Service is a direct final, two-way
trunk group connection between WSP POI and a Qwest End Office
within the same LATA. Each 2B Full Group serves only the individual
End Office. Overflow capability to an alternative trunk group is not
available with a Type 2B Full Group configuration. Only traffic destined to
telephone numbers associated with the Qwest End Office and the WSP'
POI may be exchanged on this trunk group.
3 .Type 2D Interconnection
Type 2D Interconnection is a direct final route trunk group
between a WSP Point of Interconnection and the Operator Services Tandem for
the delivery of calls (i.e. Directory Assistance , National Directory Assistance
Operator Services). Type 2D Interconnection is a direct route to the Operator
Services Tandem only. Type 2D trunks are available as one way out, mobile to
land (to the Qwest Operator Tandem); they are not available as one way in or for
paging. Qwest offers Signaling System 7 (SS7) and Multi-frequency (MF)
signaling on Type 2D Interconnection.
2.4 Ancillary Interconnection
2.4.One-way mobile to land trunk group connection between the WSP
POI and the Qwest Serving , Wire Center of the POI which includes Qwest
common transport to terminate calls for miscellaneous traffic including: Directory
Assistance, Operator Services (collect, credit card and Third Party Billed), Toll
Free Services, 911 , InterLATA Toll Services.
Trunking Requirements
The Parties will provide designed Interconnection facilities that meet the
same technical criteria and service standards, such as probability of blocking in peak
hours and transmission standards , in accordance with current industry standards.
Two-way trunk groups will be established wherever possible and where
the Qwest switch can support the rating and billing of mobile to land traffic. Separate
trunk groups will be established based on billing, signaling, and network requirements.
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3 Although, two-way trunk groups are the preferred method of
Interconnection , one-way trunk groups may be established. If either Party elects to
provision its own one-way trunks for delivery of Local Traffic to be terminated on the
other Party s network, the other Party must also provision its own one-way trunks to the
extent that traffic volumes warrant.3.4 Trunk group connections will be made at a DS1 or multiple DS1 level.
Ancillary service trunk groups may be made at either a DS 1 or DSO level.
5 Host-Remote. When a Qwest Wire Center is served by a remote End
Office switch, WSP may deliver traffic to the host Central Office or to the Tandem. WSP
may deliver traffic directly to the remote End Office switch only to the extent Qwest has
arranged similar trunking for itself or others. For remote switches that currently lack
direct trunking capability, Qwest will accept Bona Fide Requests for Trunk Side access.
WSP is responsible to provide notification to all Carriers in the Local
Calling Areas of WSP's change in routing when the WSP chooses to route its traffic in
accordance with one of the following Qwest Interconnection trunking options:
WSP may interconnect at either the Qwest Local Tandem switch
or the Qwest Access Tandem switch for the delivery of local exchange traffic.
When WSP is interconnected at the Access Tandem switch and where there
would be a DS1's worth of Local Traffic (512 CCS) between WSP's switch and
those Qwest End Offices subtending a Qwest Local Tandem switch , WSP will
order a direct trunk group to the Qwest Local Tandem switch.
Qwest will allow Interconnection for the exchange of Local
Traffic at Qwest's Access Tandem switch without requiring
Interconnection at the Local Tandem switch , at least in those
circumstances when traffic volumes do not justify direct connection to the
Local Tandem switch; and regardless of whether capacity at the Access
Tandem switch is exhausted or forecasted to exhaust.
To the extent Qwest is using a specific End Office to deliver
limited Tandem switching functionality to itself, a Wireless Service Provider
WSP , or another ILEC, it will arrange the same trunking for WSP.
The Parties will provide Common Channel Signaling (CCS) to one
another in conjunction with all trunk circuits, except as provided below.
The Parties will provision all trunking using SS7/CCS capabilities.
Redundant MF signaling networks will not be provided unless specifically called
for in this Agreement. Exceptions to this arrangement would be limited to
Operator Services trunking, Directory Assistance trunking, 911 trunking and any
others currently available in the Qwest network only on MF signaling. When the
SS7/CCS option becomes available in the Qwest network for said trunking, the
Parties will provision new trunks using SS7. In addition , the Parties will jointly
work to convert existing trunking to SS7 , as appropriate.
Qwest and WSP are required to provide each other the proper
signaling information (e., originating call party number and destination call party
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number, etc.) to enable each Party to issue bills in a complete and timely fashion.
All CCS signaling parameters will be provided including Calling Party Number
(CPN), valid Automatic Number Identification (ANI), Originating Line Information
(OLl), calling party category, charge number, etc. All privacy indicators will be
honored.
When the Parties interconnect via CCS for Jointly Provided
switched Access Service, the Tandem provider will provide MF/CCS interwor'kingas required for Interconnection with Interexchange Carriers who use
signaling.
4 Terms and Conditions
2.4.Transport and Termination of Local Traffic.
2.4.Local Traffic will be exchanged as Type 2 Service.
2.4.As negotiated between the Parties, the transport of Local Traffic
may occur in several ways. The Parties may purchase transport services from
each other or from a third party including a third party that has leased the Private
Line Transport Service facility from Qwest. Such transport provides a
transmission path for the Type 2 trunk to deliver the originating Party s Local
Traffic to the terminating Party's End Office or Tandem for call termination. This
Section is not intended to expand either Party s obligation under Section 251 (a)
of the Act.
2.4.Based on forecasted or actual traffic at WSP's busy hour
centum call seconds (ccs), where there is' a DS1's worth of traffic (512 ccs)
between WSP's POI and a Qwest End Office or Local Tandem, WSP will order a
dedicated trunk group from WSP's POI directly to the Qwest End Office or Local
Tandem.
2.4.1.4 Trunking ordered to a Tandem or End Office switch will be
provided as Direct Trunked Transport between the Serving Wire Center of the
WSP's POI and the Tandem or End Office.
2.4.If Direct Trunked Transport is greater than fifty (50) miles in
length, and existing facilities are not available in either Party's network, and the
Parties cannot agree as to which Party will provide the facility, the Parties will
bring the matter before the Commission for resolution on an Individual CaseBasis.
2.4.Non-Local Traffic
2.4.1 Non-Local Traffic will be exchanged over Type 2 facilities and
usage will be rated using the FCC's Access Tariff and the applicable switched
Access rates.
2.4.Transit Traffic
2.4.Qwest will accept traffic originated by WSP for termination to a
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CLEC, ILEC, or another Wireless Carrier that is connected to Qwest's local
and/or Access Tandems and whose switch sub-tends Qwest's network per the
LERG. Qwest will also terminate traffic from these other Telecommunications
Carriers to WSP.
6.2.4.To the extent technically feasible, the Parties involved in
transporting Transit Traffic will deliver calls to each involved network with
CCS/SS7 Protocol and the appropriate ISUPITCAP messages to facilitate full
interoperability and billing functions.
2.4.Except as noted in Section 6.2.4.3.4 below, the originating
company is responsible for the provisioning of billable usage data and/or billable
records and payment of appropriate rates to the both the transit company and to
the terminating company. The transit company may waive the data and/or record
provisioning requirement at its option. In no event shall the transit company be
obligated to pay termination charges to any other carrier. The transit company
shall have the option of receiving the originating usage data in either report
format or billable record format. If the transit company elects to receive billable
records, the record format shall be in accordance with industry standard
Category 11-01 record format.
2.4.3.4 In the case of InterMTA Exchange Access (IntraLATA Toll) calls
which flow from the End User Customer of a LEC , transit Qwest facilities and
terminate to the Wireless Company, and where Qwest is the 1 + presubscribed
IntraLATA Toll provider for End User Customers who originate such calls, Qwest
will be responsible for payment of appropriate termination charges to the
terminating company. In no other event will the transit company be obligated to
pay termination charges to any other carrier.
2.4.When Qwest receives an unqueried call from WSP to a number
that has been ported to another Telecommunications Carrier, the transit and
query rates will apply.
2.4.4 Jointly Provided Switched Access
2.4.4.The Parties will use industry standards developed to handle the
provisioning and billing of Jointly Provided switched Access (MECAB, MECOD
and the appropriate Access Tariffs). Each Party will bill the IXC the appropriate
portion of its switched Access rates. Qwest will also provide the one-time
notification to WSP of the billing name billing address and the Carrier
Identification Codes (CIC) of the IXCs subtending any Access Tandems to which
WSP directly connects. This type of traffic is discussed separately in this
Section.
2.4.Interface Code Availability
2.4.Supervisory signaling specifications, and the applicable Network
Channel Interface codes for Type 2 trunks, are the same as those defined in
Telcordia Reference Documents GR-145-CORE and BR-795-403-100.
2.4.Signaling Options
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2.4.SS7 Out of Band Signaling
2.4.1 "Signaling System 7 Out of Band Signaling" or "SS7
Signaling" means the Common Channel Signaling (CCS) protocol used to
digitally transmit call set-up and network control data over a special
signaling network fully separate from the public voice switched Network
Elements that carry the actual call. For purposes of this Agreement, the
terms "CCS" and "SS7" shall be interchangeable. SS7 Signaling should
be the signaling of choice for Type 2 trunks where technically feasible for
both Parties. SS7 signaling may be used on Type 2 Equal Access Trunks
in an office where the SS7 Cell Feature has been deployed. Common
Channel Signaling Access Capability Service may be obtained through
the following options: (a) a finished service as defined in the Qwest FCC
Tariff No., and State Access Tariffs or (b) from a third party Signaling
provider. Qwest and WSP, will provide for Interconnection of their
signaling network for the mutual exchange of signaling information in
accordance with the industry standards as described in Telcordia
documents, including but not limited to GR-905 CORE , GR-954 CORE
GR-394 CORE and Qwest Technical Publication 77342.
6.2.4.Multi-Frequency Address Signaling" or "MF Signaling
2.4.MF Signaling is a signaling method used to transmitaddress information and other information over voice frequency
transmission facilities. It is also referred to as in-band signaling. Where
SS7 signaling is not available or not technically feasible by both Parties
inband Multi-Frequency (MF) wink start signaling will be used. When the
SS7 option becomes available in both networks , the Parties will jointly
work to convert existing MF Signaling to SS7.
2.4.Clear Channel Capability
2.4.Clear Channel Capability (64CCC) permits 24 OSO-
Kbps services or 1.536 Mbps of information on the 1.544 Mbps/s line rate.
64CCC is available for Type 2 trunks equipped with SS7 Out-of-Band
Signaling. 64CCC must be requested on the order for the new Type 2
trunks. Qwest will provide WSP with a listing of Qwest Tandems fully
capable of routing 64CCC traffic through the Qwest website:
http://www.awestcom/disclosures. Where available to Qwest, Qwest will
provide WSP with the same 64CCC on an alternate route or if necessary
via an overlay network.
2.4.Measurement of Terminating Local Minutes
2.4.7.Measurement of terminating Local minutes begins when the
calling Party's switch receives answer supervision from the called Party's switch
indicating the called Party has answered. The measurement of terminating call
usage over Type 2 trunks ends when the calling Party's switch receives
disconnect supervision from either the called Party's switch, indicating the called
Party has disconnected , or the calling Party's switch , indicating the calling Party
has disconnected , whichever is recognized first by the calling Party's switch.
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This is commonly referred to as "Conversation Time." The Parties will only
charge for actual minutes of use and/or fractions thereof of completed calls.
Minutes of use are aggregated at the end of the billing cycle by End Office and
rounded to the nearest whole minute.
2.4.Type 2 Forecasting
2.4.Both WSP and Qwest shall work in good faith to define a mutually
agreed upon forecast of Type 2 trunking.
2.4.Both Parties shall have the obligation to participate in joint
planning meetings at semi-annual intervals to establish trunk design and
provisioning requirements. The Parties agree to provide mutual trunk forecast
information to ensure End User Customer call completion between the Parties
networks. Such forecasts shall be for Type 2 trunking, which impacts the switch
capacity and facilities of each Party.
2.4.switch capacity growth jobs requiring the addition of new switching
modules may require six months for order and install. To align with the
timeframe needed to provide for the requested facilities, including engineering,
ordering, installation and make ready activities, the Parties will utilize Qwest
standard forecast timelines, as defined in the standard Qwest Type 2 Trunk
Forecast Forms for growth planning. For capacity growth, Qwest will utilize WSP
semi-annual forecasts and near-term demand submitted on Unforecasted
Demand Notification Form to ensure availability of switch capacity.
2.4.8.4 Each Party will utilize the forecast cycle outlined on the Qwest
Type 2 Trunk Forecast Forms, which stipulates that forecasts be submitted on a
semi-annual basis. The forecast will identify trunking requirements for a two-year
period. From the semi-annual close date as outlined in the forecast cycle, the
receiving Party will have one (1) month to determine network needs and place
vendor orders which require a six (6) month minimum to complete the network
build. Seven (7) months after submission of the initial forecast, Qwest will have
the necessary capacity in place to meet the WSP forecast. After the initial
Forecast, Qwest will ensure that capacity is available to meet WSP's needs as
described in the WSP forecasts.
2.4.Both Parties will follow the forecasting and provisioning
requirements of this Agreement for the appropriate sizing of trunks, and use of
direct End Office vs. Tandem routing.
2.4.In the event of a dispute regarding forecast quantities, the Parties
will make capacity available in accordance with the lower forecast, while
attempting to resolve the matter informally. If the Parties fail to reach resolution
the Dispute Resolution provision of this Agreement shall apply.
2.4.Joint planning meetings will be used to bring clarity to the process.
Qwest shall work cooperatively with WSP in determining proper volumes of
Interconnection facilities through joint, cooperative planning sessions. Each
Party will provide adequate information associated with the Qwest Type 2 Trunk
Forecast Forms in addition to its forecasts. No later than two weeks prior to the
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joint planning meetings, the Parties shall exchange information to facilitate the
planning process. Both Parties shall provide information on major network
projects anticipated for the following year that may impact the other Party
forecast or Interconnection requirements Owest shall provide WSP a report
reflecting then current spare capacity at each Owest switch that may impact the
Interconnection traffic. Owest shall also provide a report reflecting then current
blocking of local direct and alternate final trunk groups, Interconnection and non-
Interconnection alike. WSP will be provided Interconnection trunk group data on
its own trunks. The information is Owest-proprietary, provided under non-
disclosure and is to be used solely for Interconnection network planning.
2.4.
(a)
(b)
In addition to the above information , WSP shall provide:
Completed Owest Type 2 Trunk Forecast Forms; and
Any planned use of an alternate Local Tandem Provider.
2.4.In addition to the above information , the following information willbe available through the Local Exchange Routing Guide (LERG) or the
Interconnections (lCONN) Database. The LERG is available through Telcordia.
ICONN is available through the Owest Web site located at:
http://www.qwestcom/cQi-bin/iconn/iconn.
(a)
(b)
(c)
(d)
Owest Tandems and Owest End Offices (LERG);
CLL! codes (LERG);
Business/Residence line counts (ICONN);
switch type (LERG or ICONN); and
(e)Current and planned switch generics (ICONN).
Ow~st will notify WSP six (6) months prior to LERG amendment, the anticipation
of a new Local Tandem switch.
2.4.10 Owest Network Disclosure of deployment information for specific
technical capabilities (e., ISDN deployment, 64 CCC, etc.) shall be provided on
Owest's web site http://www.qwestcom/disclosures
2.4.11 When appropriate , Owest will notify WSP through the Owest
Trunk Group Servicing Request (TGSR) process of the need to take action and
place orders in accordance with the forecasted trunk requirements. WSP shall
respond to the TGSR within ten (10) business Days of receipt
2.4.The following terms shall apply to the forecasting process:
2.4.12.1 WSP forecasts shall be provided to Owest as detailed in
the standard Wireless Type 2 Trunk Forecast Form.
2.4.12.WSP forecasts provided to Owest, information provided by
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WSP to Owest outside of the normal forecasting process to modify the
forecast, and forecasting information disclosed by Owest to WSP shall be
deemed Confidential Information and the Parties may not distribute
disclose or reveal, in any form , this material other than as allowed and
described in subsections 5.16.1 and 5.16.
2.4.13 If a trunk group is consistently utilized (trunks required over trunks
in service) at less than fifty percent (50%) of rated busy hour capacity each
month of any consecutive three (3) month period , Owest will notify WSP of
Owest's desire to resize the trunk group. Such notification shall include Owest's
information on current utilization levels. If WSP does not submit an ASR to
resize the trunk group within thirty (30) calendar Days of the written notification
Owest may reclaim the unused facilities and rearrange the trunk group. When
reclamation does occur, Owest shall not leave the WSP assigned trunk group
with less than twenty five percent (25%) excess capacity. Ancillary trunks are
excluded from this treatment.
2.4.14 Each Party shall provide a specified point of contact for planning,
forecasting and trunk servicing purposes.
2.4.15 Interconnection facilities provided on a route that involves
extraordinary circumstances may be subject to the Construction Charges, as
detailed in Section 19 of this Agreement. When Owest claims extraordinary
circumstances exist, it must apply to the Commission for approval of such
charges by showing that WSP alone is the sole cause of such construction.
Owest shall initiate such proceeding within ten (10) calendar Days of notifying
WSP in writing that it will not construct the requested facilities, or within ten (10)
calendar Days of notice from WSP in writing that Owest must either commence
construction of the facilities or initiate such proceeding with the Commission.
this proceeding, Owest shall not object to using the most expeditious procedure
available under state law, rule or regulation. Owest shall be relieved of its
obligation of constructing such facilities during the pendency of the proceeding
before the Commission. If the Commission approves such charges, Owest and
WSP will share costs in proportion to each Party s use of the overall capacity of
the route involved. Owest and WSP may also choose to work in good faith to
identify and locate alternative routes that can be used to accommodate WSP
forecasted build. Extraordinary circumstances include, but are not limited to
natural obstructions such as lakes, rivers, or steep terrain , and legal obstructions
such as governmental, federal , Native American or private rights of way. The
standard Owest forecast period of six (6) months may not apply under these
circumstances. Construction Charges shall not apply in the event that
construction is an augment of an existing route.
2.4.Testing
2.4.Acceptance Testing. At the time of installation of a Type 2 trunk
group, and at no additional charge, acceptance tests will be performed to ensure
that the service is operational and meets the applicable technical parameters.
2.4.9.2 Testing Capabilities
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2.4.Type 2 acceptance testing is provided where equipment is
available, with the following test lines: seven-digit access to balance (100
type), milliwatt (102 type), nonsynchronous or synchronous , automatic
transmission measuring (105 type), data transmission (107 type), loop-
around , short circuit, open circuit, and non-inverting digital loop back (108
type), and such other acceptance testing that may be needed to ensure
that the service is operational and meets the applicable technical
parameters.
2.4.In addition to Type 2 acceptance testing, other tests are
available (e., additional cooperative acceptance testing, automatic
scheduled testing, cooperative scheduled testing, manual scheduled
testing, and non-scheduled testing) at the applicable rates found in
Exhibit A, Miscellaneous Charges. Testing fees will be paid by WSP
when requesting testing.
2.4.Repair Testing. At the time of repair of a Type 2 trunk
group, at no additional charge, tests will be performed to ensure that the
service is operational and meets the applicable technical parameters.
2.4.10 Mileage Measurement. Where required, the mileage measurement for
Type 2 rate elements is determined in the same manner as the mileage measurement
for V & H methodology as outlined in NECA Tariff No.
Reciprocal Compensation
Interconnection Facility Options
The Reciprocal Compensation Provisions of this Agreement shall apply to
the exchange of Local Traffic between WSP's network and Qwest's network. Where
either Party interconnects and delivers traffic to the other from third parties, each Party
shall bill such third parties the appropriate charges pursuant to its respective Tariffs
Price Lists or contractual offerings for such third party terminations. Absent a separately
negotiated agreement to the contrary, the Parties will directly exchange traffic between
their respective networks without the use of third party transit providers.
Entrance Facilities
Recurring and nonrecurring rates for Entrance Facilities are
specified in Exhibit A and will apply for those OS 1 or OS3 facilities dedicated to
use by Type 2 Service.
If WSP chooses to use an existing facility purchased as Private
Line Transport Service from the state or FCC Access Tariffs, the rates from those
Tariffs will apply.
Collocation
Interconnection may be accomplished through the Collocation
arrangements offered by Qwest. The terms and conditions under which
Collocation will be available are described in Section 7 of this Agreement.
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1.4 Direct Trunked Transport is available as follows:
1.4.Direct Trunked Transport (DTT) is available between the Serving
Wire Center of the POI and Qwest's Tandem or End Office switches. The
applicable rates are described in Appendix A. DTT facilities are provided as
dedicated DS3 or DS1 facilities.
1.4.Mileage shall be measured for DTT based on V&H coordinates
between the Serving Wire Center of the POI and the Qwest Tandem or End
Office.
1.4.Fixed and Per Mile Charges per DS1 and per DS3 are applicable
and are defined for DTT in Appendix A of this Agreement.
2 Trunk Nonrecurring Charges
Installation nonrecurring charges may be assessed by the provider for
each Type 2 trunk ordered. Qwest rates are specified in Exhibit A.
Nonrecurring charges for rearrangement may be assessed by the
provider for each Type 2 trunk rearrangement ordered , at one-half the trunk non-
recurring interface rates specified in Exhibit A.
Miscellaneous Charges
Cancellation charges will apply to cancelled Type 2 trunk orders, based
upon the critical dates, terms and conditions in accordance with the Access Service
Tariff Section 5., and the Trunk Nonrecurring Charges referenced in this Agreement.
Expedite requests for trunk orders are allowed. Expedites are requests
for intervals that are shorter than the interval defined in Qwest's Service Interval Guide
(SIG) or Individual Case Basis (ICB) due date. Charges as set forth in Exhibit A apply
for expedites.
Construction charges are described in Section 19 and charges are
contained in Exhibit A of this Agreement.
Miscellaneous Charges are defined in the Definitions Section.
Multiplexing
3.4.
Exhibit A.
Multiplexing options (DS1/DS3 MUX) are available at rates described in
Facilities Credit
When WSP leases facilities from Qwest for Entrance Facility (EF), Direct
Trunked Transport (DTT) and Multiplexing, Qwest's charges shall be adjusted to account
for the portion of the facility used to transport traffic originated by Qwest's End User
Customers to WSP, as follows.
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A credit will be calculated by multiplying the sum of the total
monthly two way channel facility for the EF , DTT, and multiplexer state specific
charges by a Percent Local Usage 2B(PLU 2B) factor of 0.185 (eighteen and one
half percent). This PLU 2B factor can be updated every six months subject to
review and validation by Qwest, based on a three-month study of actual usage of
Qwest originated land to mobile traffic to total traffic exchanged between the
Parties. This factor will be supplied to Qwest thirty (30) Days prior to its effective
date. If WSP does not supply a new factor, the previous factor will remain in
effect until the next update. This credit will be applied each month for the term of
this Agreement.
The Parties agree that the Facilities Credit is intended to apply
only to 2-way Type 2 Interconnection facilities.
Local Traffic
End Office Call Termination
The per minute of use call termination rates as described in
Exhibit A of this Agreement will apply reciprocally for Exchange Service
MT AILocal Traffic terminated at a Qwest or WSP End Office.
For purposes of call termination, WSP switch(es) shall be treated
as End Office switch(es) unless WSP switch(es) meet the definition of a Tandem
switch as described in the Definitions Section of this Agreement.
Neither Party shall be responsible to the other for call termination
charges associated with third party traffic that transits such Party s network.
Tandem Switched Transport
For traffic delivered through a Qwest or WSP Tandem switch (as
defined in this Agreement), the Tandem switching rate and the Tandem
transmission rate in Exhibit A shall apply per minute in addition to the End Office
call termination rate described above.
6.2.Mileage shall be measured for the Tandem transmission rate
elements based on V&H coordinates between the Tandem and terminating End
Office.
When a Party terminates traffic to a remote switch Tandem
transmission rates will be applied for the mileage between the host switch and
the Qwest remote switch as long as the identity of each is filed in the NECA 4
Tariff.
WSP may choose one (1) of the following two (2) options for the
exchange of traffic subject to Local Traffic rates. Exhibit J identifies the WSP rate
election.
The rates applicable to local , non-Transit Traffic between Qwest
and WSP shall be the same as the rates established for ISP Bound Traffic
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pursuant to Section 6.10.3. Such rate for ISP Bound Traffic will apply to
Local Traffic in lieu of End Office Call Termination rates and Tandem switched
Transport rates.
3.2 Compensation rate for Local Traffic shall be as established by the
Commission. The Parties shall cooperate in establishing a process by which
Local Traffic and ISP Bound Traffic will be identified in order to compensate one
another at the appropriate rates and in a prompt manner.
Billing for Qwest - Originated Local Traffic
WSP may receive payment for Qwest originated Local Traffic it
terminates by either: (1) using Reciprocal Compensation Credits, or; (2) Billing Qwest
directly. SS7 signaling is a prerequisite for direct billing. The Reciprocal Compensation
Credits method will be the billing method used unless written notification is made to
Qwest from WSP indicating the election of direct billing. Such notification shall be made
at least ninety (90) Days in advance, and both Parties shall agree on the format and
content of the bill at least thirty (30) Days prior to commencement of such billing. If WSP
cannot provide appropriate billing detail, as per the agreed upon content and format
billing will remain as Reciprocal Compensation Credits.
Reciprocal Compensation Credit for Qwest - Originated Traffic
Each Party will compensate the other for its traffic terminating to
the other Party's End User Customers. WSP's rate for Qwest's Reciprocal
Compensation Credit will be based upon either (i) End Office switching rate, and
Tandem rates if WSP switch(es) meet the definition of a Tandem switch or (ii)
FCC ISP Ordered Rate listed in Exhibit A, dependent on WSP's choice for Local
Traffic, as found in Exhibit J. Qwest will compensate WSP for MTAILocal two-
way traffic originated from Qwest's End User Customers within the LATA. Qwest
will not compensate for paging traffic in this Agreement.
The Reciprocal Compensation Credit shall be calculated as follows.
Step 1 - Determine IntraMTAILocal Use Factor by subtracting the M-L InterMTA
percent factor of 5% from the number one.
Step 2 - Multiply the measured mobile to land minutes of use terminated on the
Qwest network by using the Percent IntraMTAILocal Use factor of ninety-five
percent (95%).
Step 3 - Divide the total adjusted number of monthly MTAILocal WSP minutes of
use terminated on Qwest's network by a PLU 1 factor of (0.70 (seventy percent)).
Step 4 - Multiply the total of the calculation in Step 3 by a PLU 2A factor (0.185
(eighteen and one-half percent)), to arrive at the total Qwest IntraMTAILocal
minutes of use terminated on WSP's network per month.
Step 5 - Multiply the monthly total by the applicable reciprocal compensation rate
specified in Exhibit A to obtain the Reciprocal Compensation Credit for the
month.
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EXAMPLE OF RECIPROCAL CREDIT CALCULATION
Illustrated Only With Call Termination End Office switching Rate
WSP minutes tenninated to Qwest subscribers (M-000 000
Step 1 - Percent IntraMTAILocal Use Factor (1-05)
Step 2 - Adjusted (M-L) IntraMT A MOU's (10 000 000 * .95)500 000
Step 3 - Divide by .70 (PLU 1) factor to arrive at total minutes (9 500 000
70)
571 429
Step 4 - Multiply by .185 (PLU 2A) factor to arrive at Qwest minutes to
WSP
510 714
Step 5 - Multiply result by End Office switching rate for Reciprocal
Compensation Credit (2 510 714 x $0.00298)
481.92
Reciprocal Compensation Credit does not include: one-time charges and
Ancillary service charges.
2.4 The Reciprocal Compensation Credit for the month will appear on each
monthly bill to WSP as credit against amounts due and payable. Reciprocal
Compensation Credits will be applied one (1) month in arrears. Any minutes of use
eligible for the Reciprocal Compensation Credit which are adjusted (debit or credit) will
directly result in an adjustment in the Reciprocal Compensation Credit.
Requirements for Direct Billing Qwest - Originated Local Traffic
WSP may elect to direct bill Qwest. The following are the requirements
for WSP to render a bill for Qwest-originated Local Traffic, to be illustrated in a sample
bill mutually agreed upon at least thirty (30) Days prior to initiating such billing. This
sample bill shall also display any additional requirements agreed upon by both Parties.
Invoices will comply with Billing Output Specifications (BOS). Included in
the detail will be data by End Office, a total page summarizing the charges and minutes
of use by state and a summary page of charges and total amounts due.
Carriers will exchange billing contacts and telephone numbers.8.4 The invoices will include identification of the monthly bill period (from and
through dates), which will coincide with Qwest bills rendered to WSP.
WSP will bill Qwest by LATA, by state , based on the terminating location
of the call. WSP will display the CLL! code(s) ofthe POI.
WSP will assign an Invoice Number and/or Billing Account Number.
WSP will provide a Remittance Document including: remittance address
Invoice Number and/or Billing Account Number, amount due and Payment Due Date (at
least thirty (30) Days from invoice issuance date).
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due.
The rendered bill will include a summary of charges and total amounts
Charges incurred during the bill period , including fractional monthly
charges, will be reflected on the next bill. Per unit rates will be displayed for all charges
(usage and/or monthly elements).
Invoice will include all adjustments, credits, debits and payments.10 Invoice will include all applicable taxes and surcharges. WSP will
calculate , bill, collect and remit applicable taxes and surcharges to the appropriate
authorities.
11 WSP's invoices to Qwest will be provided on paper, unless a mechanized
format is mutually agreed upon.12 In no event will charges be billed in excess of ninety (90) Days after such
charges have been incurred.
13 WSP's invoice to Qwest will include only Local Traffic originating from
Qwest's Wireline End User Customers, and will not include traffic originated by any other
third party (such as a CLEC, an existing LEC, another Wireless Carrier, or unknown).
WSP will exclude ported numbers, before billing Qwest, by utilizing an OBF supported
database to differentiate Qwest End User Customer from ported End User Customers.14 If WSP is direct Billing Qwest the L-M InterMTA factor will be applied to
the billed land to mobile minutes of use originated from Qwest's network and terminated
to WSP and deducted from Qwest total L-M MOU. No Reciprocal Compensation will be
paid by Qwest to WSP for such traffic. Qwest may bill WSP interstate switched Access
Tariffed rates for this traffic.
WSP's invoice to Qwest will not include switched Access Traffic.
16 WSP'invoice will contain only the agreed upon measured usage
element charges.17 Back up data to the invoice will identify the Qwest End User Customer
NPA NXX from which the call was originated , when requested.
Only completed calls (not attempts) will be billed.
Conversation minutes (not including connect time) will be billed.20 Minutes of Use (MOUs) will be aggregated at the end of the billing period
with the aggregated amount rounded to the nearest whole minute. MOUs will not be
rounded on a per call basis.
Non-Local Traffic
Applicable Qwest switched Access Tariff rates apply to Non-Local Traffic
routed to a Toll/Access Tandem, Local Tandem , or directly to an End Office. Applicable
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Qwest switched Access Tariff rates also apply to InterMTA and Roaming traffic
originated by, or terminating to, Qwest. Relevant rate elements could include Direct
Trunked Transport, Tandem switching, Tandem Transmission , and Local switching, as
appropriate.
For billing purposes, if either Party is unable to classify on an automated
basis traffic delivered by WSP as Mobile to Land (M-L) InterMT A, traffic, intrastate or
interstate , WSP will provide Qwest with a Percent M-L InterMTA factor, which represents
the estimated portion of InterMTA traffic and Roaming traffic delivered by WSP. The M-
L InterMTA factor is also applied to the measured mobile to land minutes of use
terminated on Qwest's network to determine the portion of InterMT A minutes to be billed
at interstate Access rates.
WSP will declare the M-L InterMTA factors initially and updated on a
quarterly basis and take effect on January 1 , April 1 , July 1 and October 1 of each year
of this Agreement unless otherwise agreed to by both Parties. WSP will provide the M-
InterMTA factors to Qwest thirty (30) Days prior to their effective date. If WSP does not
provide a M-L InterMTA declaration either initially or quarterly, Qwest will use a default of
five percent (5%) for the M-L InterMTA factor or the last declared M-L InterMTA factors
whichever is greater. Mail all M-L InterMTA declarations to:
Qwest Corporation
Wireless Billing Manager
250 Bell Plaza, Room 601
Salt Lake City, UT 84111 9.4 For billing purposes, Qwest will use a Land to Mobile (L-M) InterMTA
Percent Factor, which represents the estimated portion of total traffic delivered by Qwest
to WSP that terminates (based on the first cell site of the Wireless End User Customer)
outside the MT A in which the call originated. The L-M InterMT A factor will be 10% unless
proven otherwise by WSP thirty (30) Days prior to their effective date. The L-
InterMTA factor can be reevaluated (per request from either party) annually, based upon
a study generated by WSP and acceptable by both parties.
If the Reciprocal Compensation Credit method is utilized, the L-
InterMTA factor will be multiplied by the calculated Qwest originated Land to Mobile
Minutes of Use (MOU). Qwest may reduce Reciprocal Compensation Credit LM MOU
and bill WSP for the resulting MOU at interstate switched Access Tariff rates.
ISP Bound Traffic
10.ISP Bound Traffic
10.Subject to the terms of this Section , intercarrier compensation for
ISP-bound traffic exchanged between Qwest and WSP will be billed pursuant to
rates in Exhibit A, without limitation as to the number of MOU ("minutes of use
or whether the MOU are generated in "new markets" as that term has been
defined by the FCC.
10.Identification of ISP-Bound traffic -- Qwest will presume traffic delivered to
WSP that exceeds a 3:1 ratio of terminating (Qwest to WSP) to originating (WSP to
Qwest) traffic is ISP-bound traffic. Either Party may rebut this presumption
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demonstrating the factual ratio to the state Commission. Traffic exchanged that is not
ISP bound traffic will be considered to be section 251(b)(5) traffic. The provisions in this
Agreement apply regardless of how the ISP-bound traffic is determined.
10.Rate Caps:
10.2.1 $.0007 per MOU from June 14 , 2003 until thirty six
(36) months after the effective date or until further FCC action on
Intercarrier compensation , whichever is later.
Transit Traffic Rates
11.Local Transit:
11.Local Transit is any traffic that originates from one
Telecommunications Carrier s network, transits Qwest's network, and terminates
to yet another Telecommunications Carrier s network within an EAS Local Area.
The applicable Type 2 Tandem switching and Tandem transmission rates at the
assumed mileage contained in Exhibit A of this Agreement, apply to the
originating Party.
11.When Qwest receives an unqueried call from a
Telecommunications Carrier to a number that has been ported to another
Telecommunications Carrier central office within the Local Calling Area
and Qwest performs the query, mileage sensitive Tandem transmission
rates will apply which reflect the distance to the End Office to which the
call has been ported.
11.To determine the responsible originating Carrier of all calls
for billing purposes, Qwest and WSP are required to utilize the Number
Portability Administration Center (NPAC) database, or another database
that is supported by Ordering and Billing Forum (OBF).
11.Toll Transit
11.Toll Transit is any traffic that originates from one
Telecommunications Carrier s network, transits Qwest's network, and terminates
to yet another Telecommunications Carrier s network between an EAS Local
area but within the LATA. The applicable Qwest rate contained in Exhibit A of
this Agreement shall apply to the originating Party.
Jointly Provided Switched Access Services
12.Jointly Provided switched Access Service is defined and governed by the
FCC and State Access Tariffs, Multiple Exchange Carrier Access Billing (MECAB) and
Multiple Exchange Carrier Ordering and Design (MECOD) Guidelines , and is not
modified by any provisions of this Agreement. Both Parties agree to comply with such
guidelines.
12.Qwest will agree to function as the Access Service Coordinator (ASC) as
defined in the Multiple Exchange Carrier Ordering and Design Guidelines (MECOD).
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Owest will provide the operational, technical and administrative support required in the
planning, provisioning and maintenance involved in the joint access provisioning process
to the IXCs. Owest will be unable to fulfill the role of ASC if WSP does not fully comply
with MECOD requirements, including filing WSP End Offices and billed percentages
(BPs) in the NECA 4 Tariff.
12.Owest and WSP will each render a separate bill to the IXC , using the
multiple bill , multiple Tariff option.
12.4 A charge will apply for Category 11-01-XX records sent in an EMI
mechanized format. These records are used to provide information necessary for each
Party to bill the Interexchange Carrier for Jointly Provided switched Access Services and
axx database queries. The charge is for each record created and transmitted and is
listed in Exhibit A of this Agreement. The Parties will charge each other the rates set
forth in Exhibit A for record exchange.
12.If Jointly Provided switched Access data is not processed and delivered
by either Party (Owest or WSP) and sent to the other Party within ten calendar Days of
the relevant recording period and in turn such Party is unable to bill the Interexchange
Carrier for the appropriate charges , the Party who failed to deliver the data will pay the
other Party for the amount of the unbillable charges.
12.The applicable switched Access rates will be billed by the Parties to the
IXC based on MECAB guidelines and each Party s respective FCC and state Access
Tariffs.
Signaling Parameters
13.Telecommunications Carriers are required to provide each other the
proper signaling information (e., originating call party number and destination call party
number, etc.) to enable each Party to issue bills in a complete and timely fashion. All
CCS signaling parameters will be provided including Calling Party Number (CPN),
Originating Line Information (OLl), calling party category, charge number, etc. All
privacy indicators will be honored. If WSP fails to provide CPN (valid originating
information), and cannot substantiate technical restrictions (Le.MF signaling) such
traffic will be billed as switched Access.
Ordering
6.4.When ordering Type 2 Service , the ordering Party shall specify requirements on
the Access Service Request: (ASR) 1) the type and number of Type 2 Interconnection facilities
to terminate at the Point of Interconnection in the Serving Wire Center; 2) the type of interoffice
transport, (Le., Direct Trunked Transport or Tandem switched Transport); and 3) any optional
features. When the ordering Party requests facilities , routing, or optional features different than
those determined to be available, the Parties will work cooperatively in determining an
acceptable configuration , based on available facilities, equipment and routing plans.
6.4.For each NXX code assigned to WSP by the NANPA, WSP will provide Owest with
the CLLI codes of the Owest Tandems and WSP's Point of Interface to which traffic associated
with the NXX will be routed. For NXX codes assigned to existing Type 2 trunk groups, WSP will
also provide awest with the Owest assigned Two-Six Code aka Trunk Group Serial Number
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Section 6
Interconnection
(TGSN) to which each NXX will be routed.
6.4.3 When WSP has a DS3 Entrance Facility or has purchased a DS3 private line
facility, WSP will order the appropriate DS1 facility required and identify the channels of the DS3
to be used to provide circuit facility assignments. Also , if WSP has a DS1 Entrance Facility or
has purchased a DS1 private line facility, WSP will be responsible for identification of the DSO
channels of the DS1 private line to be used to provide circuit facility assignment.
6.4.4 A joint planning meeting will precede WSP orders for Type 2 Interconnection at
new Points of Interconnection (POls). These meetings will result in agreement and commitment
that both Parties can implement the proposed plan and the transmittal of Access Service
Requests (ASRs) to initiate order activity. A Party requesting Tandem Interconnection will
provide its best estimate of the traffic distribution to each End Office subtending the Tandem.
6.4.Service intervals and due dates for initial establishment of trunking arrangements
at each location of Interconnection between the Parties will be determined on an Individual
Case Basis.
6.4.Service intervals and due dates for the establishment of subsequent trunking
arrangements for Interconnection between the Parties, will be in accordance with the guidelines
for Type 2 contained in the Wireless Carrier Resource Guide, available on Owest's web site:
http://www.qwestcom/whoiesale/pcatlwireless.htmi
6.4.WSP may cancel an order for Type 2 service at any time prior to notification by
Qwest that service is available for WSP's use, subject to cancellation charges described in
State Access Tariffs. If WSP is unable to accept Type 2 Service within thirty (30) calendar Days
after the original service date, WSP has the following options:
6.4.The order for Type 2 Service will be cancelled , and cancellation charges
will apply, or Billing for the service will commence.
6.4.In such instances, the cancellation date or the date billing is to
commence, depending on which option is selected by WSP, will be the 31st calendar
Day beyond the original service date of the order for Type 2 Service.
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Section 7
Collocation
Type 2 Wireless Interconnection Agreement
SECTION 7.0 - COLLOCATION
Collocation allows for the placing of Telecommunications equipment owned by
WSP within Qwest's premises that is necessary for Interconnection with Qwest under a Type 2
arrangement. There are five (5) types of Collocation available: Virtual, Caged Physical , Shared
Caged Physical, Cageless Physical , Interconnection Distribution Frame (ICDF) (for Ancillary
services only).
Should the Parties desire to establish a Type 2 Wireless Collocation relationship,the Parties will enter into an Amendment to this Agreement and additional insurance
requirements may apply.
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Section 8
SECTION 8.0 - Intentionally Left Blank
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Section 9
Ancillary Services
SECTION 9.0 - ANCILLARY SERVICES
Local Number Portability
Managed Cuts
Local Number Portability (LNP) is defined by the FCC as the ability of
users of Telecommunications Services to retain, at the same location, existing
telecommunications numbers without impairment of quality, reliability, or convenience
when switching from one Telecommunications Carrier to another.
WSP may order the LNP Managed Cut, as described in Section 9.
Parties understand that LNP order activity may be coordinated in
order to ensure that the end user is provided with uninterrupted service. If the
Party porting the telephone number experiences problems with its Port, and
needs to delay or cancel the Port, that Party shall notify the other Party
immediately. Parties will work cooperatively and take prompt action to delay or
cancel the Port in accordance with industry (LNPA's Working Group) accepted
procedures to minimize End User Customer service disruptions.
LNP Managed Cut: A Managed Cut permits WSP to select a project
managed cut for LNP. Managed Cuts are offered on a 24 X 7 basis.
The date and time for the managed cut requires up-front planning
and may need to be coordinated between Qwest and WSP. All requests will be
processed on a first come, first served basis and are subject to Qwest's ability to
meet a reasonable demand. Considerations such as system downtime, switch
upgrades, switch maintenance, and the possibility of other WSPs requesting the
same FOT in the same switch (switch contention) must be reviewed. In the event
that any of these situations would occur, Qwest will coordinate with WSP for an
agreed upon FOT, prior to issuing the Firm Order Confirmation (FOC). In special
cases where a FOT must be agreed upon , the interval to reach agreement will
not exceed two (2) Days. In addition, standard intervals will apply.
WSP shall request a Managed Cut by submitting a Local Service
Request (LSR) and designating this order as a Managed Cut in the remarks
section of the LSR form. WSP must also populate Manual INO field with the
letter Y.
WSP will incur additional charges for the Managed Cut dependent
upon the FOT. The rates are based upon whether the request is within Qwest's
normal business hours or out of hours. Qwest's normal business hours are 7:00
m. to 7:00 p., end user local time, Monday through Friday. The rate for
Managed Cuts during normal business hours is the standard rate. The rate for
Managed Cuts out of hours, except for Sundays and Holidays , is the overtime
rate. Sundays and Holidays are at premium rate.
3.4 Charges for Managed Cuts shall be based upon actual hours
worked in one half (~) hour increments. Exhibit A of this Agreement contains the
rates for Managed Cuts. WSP understands and agrees that in the event WSP
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Section 9
Ancillary Services
does not make payment for Managed Cuts , unless disputed as permitted under
Section 5.4 of the Agreement, Qwest shall not accept any new LSR requests for
Managed Cuts.
Qwest will schedule the appropriate number of employees prior to
the cut, normally not to exceed three (3) employees , based upon information
provided by WSP. WSP will also have appropriate personnel scheduled for the
negotiated FDT. If WSP's information is modified during the cut, and , as a result
non-scheduled employees are required , WSP shall be charged a three (3) hour
minimum callout charge per each additional non-scheduled employee. If the cut
is either cancelled , or supplemented (supp) to change the due date , within
twenty-four (24) hours of the negotiated FDT, WSP will be charged a one person
three (3) hour minimum charge. If the cut is cancelled due to a Qwest error or a
new due date is requested by Qwest, within twenty-four (24) hours of the
negotiated FDT, Qwest may be charged by WSP one person three (3) hour
minimum charge as set forth in Exhibit A.
In the event that the LNP Managed Cut LNP conversion is not
successful , WSP and Qwest agree to isolate and fix the problem in a timeframe
acceptable to WSP or the Customer. If the problem cannot be corrected within
an acceptable timeframe to WSP or the Customer, WSP may request the restoral
of Qwest service for the ported Customer. Such restoration shall begin
immediately upon request. If WSP is in error then a supplemental order shall be
provided to Qwest. If Qwest is in error, no supplemental order or additional order
will be required of WSP.
Qwest shall ensure that any LNP order activity requested in
conjunction with a Managed Cut shall be implemented in a manner that avoids
interrupting service to the end user, including, without limitation , ensuring that the
end user s Qwest Loop will not be disconnected prior to confirmation that
telephone number has been successfully ported.
Query Services
Qwest shall perform default LNP queries where WSP is unable to perform
its own query. WSP shall perform default LNP queries where Qwest is unable to
perform its own query. Qwest query services and charges are defined in Qwest's FCC
Tariff #1 , Section 13.19., including End Office and Tandem Default Query Charges
which are contained in Tariff Section 13 (Miscellaneous Service.2.2 A Party shall be charged for a LNP query by the other Party only if the
Party to be charged is the N-1 carrier and it was obligated to perform the LNP query but
failed to do so. Parties are not obligated to perform the LNP query prior to the first Port
requested in a NXX.
911/E911 Service
Compliance with FCC Docket 94-102 necessitates the integration of
Wireless calls to the E911 network, which is separate from the Type 2 Interconnection.
This E911 connectivity must be between the Wireless Carrier switch and the
appropriate 911 selective router and must include provisions for the delivery of the
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Ancillary Services
Wireless End User Customer s call back telephone number and the location of the
originating cell tower for Phase I and the X, Y coordinate, within 157 meters , of the
calling party in lieu of the originating cell tower location, for Phase II. It is the Wireless
Carriers responsibility to arrange for compliance with this section of FCC 94-102. The
Parties will cooperate in the joint provision of Wireless E911 service, to include the
provisioning of the network and Automatic Location Identification (All)) Database, under
a separate agreement, which is compliant with the requirements of FCC docket 94-102
when a qualifying Public Safety Answering Point (PSAP) requests such service.
Intentionally Left Blank
Access to Poles, Ducts, Conduits, and Rights of Way see Exhibit D
Construction Charges
Owest will conduct an individual financial assessment of any request that
requires construction of network capacity, facilities, or space. When Owest constructs to
fulfill WSP's request, Owest will bid this construction on a case-by-case basis. Owest
will charge for the construction through nonrecurring charges and a term agreement for
the remaining recurring charge, as described in the Construction Charges Section.
When WSP orders the same or substantially similar service available to Owest End User
Customers, nothing in this Section shall be interpreted to authorize Owest to charge
WSP for special construction where such charges are not provided for in a Tariff or
where such charges would not be applied to a Owest End User Customer.
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Section 10
Network Security
SECTION 10.0 - NETWORK SECURITY
10.Protection of Service and Property. Each Party shall exercise the same degree of
care to prevent harm or damage to the other Party and any third parties, its employees, agents
or End User Customers , or their property as it employs to protect its own personnel, End User
Customers and property, etc.
10.Each Party is responsible to provide security and privacy of communications. This
entails protecting the confidential nature of Telecommunications transmissions between End
User Customers during technician work operations and at all times. Specifically, no employee,
agent or representative shall monitor any circuits except as required to repair or provide service
of any End User Customer at any time. Nor shall an employee, agent or representative disclose
the nature of overheard conversations, or who participated in such communications or even that
such communication has taken place. Violation of such security may entail state and federal
criminal penalties , as well as civil penalties. WSP is responsible for covering its employees on
such security requirements and penalties.
10.The Parties' Telecommunications networks are part of the national security
network, and as such , are protected by federal law. Deliberate sabotage or disablement of any
portion of the underlying equipment used to provide the network is a violation of federal statutes
with severe penalties, especially in times of national emergency or state of war. The Parties are
responsible for covering their employees on such security requirements and penalties.
10.4 Each Party is responsible for the physical security of its employees, agents or
representatives. Providing safety glasses , gloves , etc. must be done by the respective
employing Party. Hazards handling and safety procedures relative to the Telecommunications
environment is the training responsibility of the employing Party. Proper use of tools, ladders
and test gear is the training responsibility of the employing Party.
10.In the event that one Party s employees, agents or representatives inadvertently
damage or impair the equipment of the other Party, prompt notification will be given to the
damaged Party by verbal notification between the Parties' technicians at the site or by
telephone to each Party s 24 x 7 security numbers.
10.Qwest and WSP employees agents and vendors
identification/access card above the waist and visible at all times.
will display the
10.Qwest and WSP shall ensure adherence by their employees, agents and vendors
to all applicable Qwest environmental health and safety regulations. This includes all fire/life
safety matters , OSHA, EPA, Federal, State and local regulations , including evacuation plans
and indoor air quality.
10.Revenue Protection. Qwest shall make available to WSP all present and future
fraud prevention or revenue protection features. These features include , but are not limited to,
screening codes , information digits '29' and '70' which indicate prison and COCOT pay phone
originating line types respectively; call blocking of domestic, international , 800, 888, 900, NPA-
976, 700 and 500 numbers. Qwest shall additionally provide partitioned access to fraud
prevention, detection and control functionality within pertinent Operations Support Systems
which include but are not limited to LlDB Fraud monitoring systems.
10.Uncollectable or unbillable revenues resulting from , but not confined to
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Section 10
Network Security
Provisioning, maintenance, or signal network routing errors shall be the responsibility of
the Party causing such error or malicious acts, if such malicious acts could have
reasonably been avoided.
10.To the extent that incremental costs are directly attributable to a revenue
protection capability requested by WSP, those costs will be borne by WSP.
10.To the extent that either Party is liable to any toll provider for fraud and to
the extent that either Party could have reasonably prevented such fraud , the Party who
could have reasonably prevented such fraud must indemnify the other for any fraud due
to compromise of its network (e., clip-on , missing information digits , missing toll
restriction, etc.
10.8.4 If Qwest becomes aware of potential fraud with respect to WSP'
accounts, Qwest will promptly inform WSP and, and the direction of WSP , take
reasonable action to mitigate the fraud where such action is possible.
10.Law Enforcement Interface. Qwest provides emergency assistance to 911 centers
and law enforcement agencies seven (7) Days a week/twenty-four (24) hours a Day.
Assistance includes , but is not limited to, release of 911 trace and subscriber information; in-
progress trace requests; establishing emergency trace equipment, release of information from
an emergency trap/trace or *57 trace; requests for emergency subscriber information;
assistance to law enforcement agencies in hostage/barricade situations, kidnappings, bomb
threats, extortion/scams, runaways and life threats.
10.10 Qwest provides trap/trace , pen register and Title III assistance directly to law
enforcement, if such assistance is directed by a court order. This service is provided during
normal business hours Monday through Friday. Exceptions are addressed in the above
paragraph. The charges for these services will be billed directly to the law enforcement agency,
without involvement of WSP , for any lines served from Qwest Wire Centers or cross boxes.
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Section 11
Access to ass
SECTION 11.0 -ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS)
11.Description
11.Qwest has developed OSS interfaces using an electronic gateway solution
consistent with the design prescribed by the FCC , Docket 96-, FCC 96-325, paragraph 527.
These gateways act as a mediation or control point between WSP's and Qwest's Operations
Systems. These gateways provide security for the interface, protecting the integrity of the
Qwest network and its databases. Qwest's operational systems interfaces have been
developed to support Pre-ordering, Ordering and Provisioning, Maintenance and Repair and
Billing. Included below is a description of the products and functions supported by Qwest OSS
interfaces and the technology used by each.
11.OSS Support for Pre-Ordering, Ordering and Provisioning
11.ASR (Access Service Request) Ordering Process
11.Qwest proposes the use of existing systems for orders placed using the
ASR (Access Service Request) process. Systems in place today (EXACT) adhere to the
existing standards directed by OBF (Ordering and Billing Forum). EXACT has an
interface that accepts batch files via ConnectDirect from customers. It is the WSP'
responsibility to obtain the appropriate software to access and interface with Qwest
systems.
11.An alternative system managed by Qwest is one that customers access
via dial-up. This system , TEllS, allows customers to directly input ASRs into a secured
database and the customer can manage their ASRs accordingly. TEllS interfaces
through a batch file process with EXACT to correctly process ASRs. It is the WSP'
responsibility to obtain the appropriate software to access and interface with Qwest
systems.
11.
TEllS.
Type 2 Interconnection can be ordered electronically via EXACT and
11.Functions
11.Access Service Request (ASR)
11.The ASR transaction allows WSP to submit an order.
11.Firm Order Confirmation (FOC)
11.Once an ASR is accepted by Qwest, the assigned service order
number(s) is returned to WSP. Firm Order Confirmation means that Qwest has
received the ASR, issued the order and assigned an order number for tracking.
In addition, it identifies the due dates Qwest assigns to the order.
11.Facility Based EDI Listing Process
11.The Facility Based EDI Listing Process is a single interface from WSP to
Qwest. This interface is compliant with OBF ASOG and ANSI ASC X.12 standards
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Section 11
Access to OSS
version 4010. This interface enables WSP listing data to be translated and passed intothe Qwest listing database. After Qwest's daily batch processing, a
Confirmation/Completion record (for every paN provided on input) is returned to WSP
via an EDI 855 transaction.
11.Qwest will continue to make improvements to the electronic interfaces as
the technology evolves, providing notification to WSP consistent with the provisions of
this Section.
11.Hours of Operation
11.Qwest Operational Support Systems will be available to WSP' consistent with the
Qwest retail operations and internal processes that support pre-ordering, ordering and
provisioning, maintenance and repair, and billing as they are described in this Agreement.
11.Billing
11.4.For products billed out of the Qwest lABS system, Qwest will utilize the existing
CABS/BaS format and technology for the transmission of bills.
11.Outputs
11.lABS Bill - The lABS (Interexchange Access Billing System) Bill includes monthly
and one time charges plus a summary of any usage charges. These bills are -segmented by
product, LATA, billing account number (BAN) and bill cycle. The lABS Bill media is only
provided in the following media:
Paper
NOM (Dedicated Circuit or dial-up)
Internet/WEB (read only)
Diskette
11.Files and Records
11.Category 11 Records: These Exchange Message Records (EMR)
provides mechanized record formats that can be used to exchange access usage
information between Qwest and WSP. For -Transit Traffic, the originating company is
responsible to follow the EMR standard and to exchange records with both the transiting
company and the terminating company, to facilitate the billing process to the originating
network.
11.Category 11-XX-XX series records are used to exchange detailed access
usage information.
11.Category 11-XX-XX series records are used to exchange summarized
access minutes-of-use and 8XX database queries.
11.2.4 These mechanized records are available from Qwest in the following
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Section 11
Access to OSS
formats:
NOM (Dedicated Circuit or dial-up)
InternetWEB
11.A charge will apply for Category 11-XX-XX records sent by Qwest to
WSP in an EMI mechanized format. These records are used to provide information
necessary for WSP to bill the originating carrier for jointly provided Access Services and
axx database queries. The charge is for each record created and transmitted and is
listed in Exhibit A of this Agreement.
11.Modifications to OSS Interfaces
11.1 ' WSP and Qwest agree to discuss the modification of OSS interfaces based upon
evolving standards (e., data elements, protocols, transport networks, etc.) and guidelines
issued by or referenced by relevant Alliance for Telecommunication Industry Solution (ATIS)
Committees. Establishment of new, or changes to industry standards and guidelines will be
reviewed on no less than a quarterly basis commencing on the effective date of this Agreement.
This review will consider standards and guidelines that have reached final closure as well as
those published in final form. Both Parties agree to evaluate evolving standards and determine
the relevant modification to be implemented based upon the latest approved version adopted or
the latest version reflecting final closure by the relevant A TIS committee or subcommittee. The
Parties will use reasonable effort to reach closure upon the necessary changes within no more
than three (3) months of initiating each review and to implement the changes within nine (9)
months or earlier if reasonably possible , unless there is agreement to a different
implementation schedule.
11.In the course of establishing operational ready system interfaces between Qwest
and WSP to support local service delivery, WSP and Qwest may need to define and implement
system interface specifications that are supplemental to existing standards. WSP and Qwest
will submit such specifications to the appropriate standards committee and will work towards its
acceptance as a standard.
11.Release updates will be based on regulatory obligations as dictated by the FCC or
Commissions and, as time permits, the agreed to changes requested by the FORUM. Qwest
will provide to WSP the features list for modifications to the interface ninety (90) Days prior to
any release date. Specifications for interface modifications will be provided to WSP three (3)
weeks prior to the release date. WSP is required to upgrade to the current release within six (6)
months of the installation date.
11.6.4 This Section constitutes the entirety of the OSS agreement. Nothing beyond what
is described herein should be implied or inferred.
11.7 WSP Responsibilities for Implementation of OSS Interfaces
11.Before any WSP implementation can begin, WSP must completely and accurately
provide detailed information needed by Qwest to establish service for WSP.
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Section 11
Access to ass
11.Wholesale Services (WS) Systems Help Desk
11.The WS Systems Help Desk will provide a single point of entry for WSP to gain
assistance in areas involving connectivity and File Outputs. These areas are further described
below.
11.Connectivity
11.Connectivity covers trouble with WSP's access to the Qwest
System for modem configuration requirements; T1 configuration and dial in string
requirements; firewall access configuration; SecurlD configuration; Profile Setup
and password verification.
11.File Outputs
11.
Report.
File outputs system errors are limited to lABS Bill and Category
11.The WS Systems Help Desk does not support status or trouble while the
Service Order is processing through the ISC.
11.1.4 Hours of Operation
11.1.4.The WS Systems Help Desk is available Monday through Friday,
6:00 a.m. until 8:00 p.m. Mountain Time, excluding Qwest holidays.
11.Intentionally Left Blank
11.10 Compensation/Cost Recovery
11.10.Recurring and nonrecurring OSS startup charges, as applicable , will be
billed at rates set forth in Exhibit A. Any such rates will be consistent with Existing
Rules. Qwest shall not impose any recurring or nonrecurring OSS startup charges
unless and until the Commission authorizes Qwest to impose such charges and/or
approves applicable rates at the completion of appropriate cost docket proceedings.
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Section 12
Maintenance and Repair
SECTION 12.0 - MAINTENANCE AND REPAIR
12.Service Levels
12.Owest will provide repair and maintenance for all services covered by this
Agreement in substantially the same time and manner as that which Owes!' provides for itself, its
End User Customers , its Affiliates, or any other party.
12.During the term of this Agreement, Qwest will provide necessary maintenance
business process support to allow WSP to provide similar service quality to that provided by
Owest to its End User Customers.
12.Owest will perform repair service that is substantially the same in timeliness and
quality to that which it provides to itself, its End User Customers, its Affiliates, or any other party.
Trouble calls from WSP shall receive response time priority that is substantially the same as
that provided to Owest, its End User Customers, its Affiliates, or any other party and shall be
handled in a nondiscriminatory manner
12.Service Interruptions
12.The characteristics and methods of operation of any circuits , facilities or equipment
of either Party connected with the services, facilities or equipment of the other Party pursuant to
this Agreement shall not: 1) interfere with or impair service over any facilities of the other Party,
its affiliated companies, or its connecting and concurring Carriers involved in its services; 2)
cause damage to the plant of the other Party, its affiliated companies, or its connecting
concurring Carriers involved in its services; 3) violate any applicable law or regulation regarding
the invasion of privacy of any communications carried over the Party's facilities; or 4) create
hazards to the employees of either Party or to the public. Each of these requirements is
hereinafter referred to as an "Impairment of Service
12.If it is confirmed that either Party is causing an Impairment of Service, as set forth
in this Section , the Party whose network or service is being impaired (the "Impaired Party ) shall
promptly notify the Party causing the Impairment of Service (the "Impairing Party") of the nature
and location of the problem. The Impaired Party shall advise the Impairing Party that, unless
promptly rectified, a temporary discontinuance of the use of any circuit, facility or equipment
may be required. The Impairing Party and the Impaired Party agree to work together to attempt
to promptly resolve the Impairment of Service. If the Impairing Party is unable to promptly
remedy the Impairment of Service, the Impaired Party may temporarily discontinue use of the
affected circuit, facility or equipment.
12.To facilitate trouble reporting and to coordinate the repair of the service provided
by each Party to the other under this Agreement, each Party shall designate a repair center for
such service.
12.2.4 Each Party shall furnish a trouble reporting telephone number for the designated
repair center. This number shall give access to the location where records are normally located
and where current status reports on any trouble reports are readily available. If necessary,
alternative out-of-hours procedures shall be established to ensure access to a location that is
staffed and has the authority to initiate corrective action.
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Section 12
Maintenance and Repair
12.Before either Party reports a trouble condition , it shall use its best efforts to isolate
the trouble to the other s facilities.
12.In cases where a trouble condition affects a significant portion of the
other s service , the Parties shall assign the same priority provided to other
interconnecting WSPs and itself.
12.The Parties shall cooperate in isolating trouble conditions.
12.Trouble Isolation
12.WSP is responsible for its own End User Customer base and will have the
responsibility for resolution of any service trouble report(s) from its End User Customers. WSP
will perform trouble isolation on services it provides to its End User Customers to the extent the
capability to perform such trouble isolation is available to WSP , prior to reporting trouble to
Owest. Owest will work cooperatively with WSP to resolve trouble reports when the trouble
condition has been isolated and found to be in a portion of Owest's network. Owest and WSP
will report trouble isolation test results to each other. Each Party shall be responsible for the
costs of performing trouble isolation on its facilities.
12.A Maintenance of Service charge shall apply if the trouble is not in Owest's
facilities, including Owest's facilities leased by WSP. Maintenance of Service charges are set
forth in Exhibit A. When trouble is found on Owest's side of the Point of Interface during the
investigation of the initial or repeat trouble report for the same line or circuit within thirty (30)
Days, Maintenance of Service charges shall not apply again.
12.Work Center Interfaces
12.4.Owest and WSP shall work cooperatively to develop positive, close working
relationships among corresponding work centers involved in the trouble resolution processes.
12.Misdirected Repair Calls
12.WSP and Owest will employ the following procedures for handling misdirected
repair calls:
12.WSP and Owest will provide their respective End User Customers with
the correct telephone numbers to call for access to their respective repair bureaus.
12.End User Customers of WSP shall be instructed to report all cases of
trouble to WSP. End User Customers of Owest shall be instructed to report all cases of
trouble to Owest.
12.To the extent the correct provider can be determined , misdirected repair
calls will be referred to the proper provider of Basic Exchange Telecommunications
Service.
12.1.4 WSP and Owest will provide their respective repair contact numbers to
one another on a reciprocal basis.
12.In responding to repair calls , neither Party shall make disparaging
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Section 12
Maintenance and Repair
remarks about each other, nor shall they use these repair calls as the basis for internal
referrals or to solicit End User Customers to market services. Either Qwest or WSP may
respond with accurate information in answering End User Customer questions.
12.Major Outages/Restoral/Notification
12.Qwest will notify WSP of major network outages in substantially the same time and
manner as it provides itself, its End User Customers , its Affiliates , or any other party. This
notification will be via e-mail to WSP's identified contact. With the minor exception of certain
Proprietary Information, Qwest will utilize the same thresholds and processes for external
notification as it does for internal purposes. This major outage information will be sent via e-
mail on the same schedule as is provided internally within Qwest. The email notification
schedule shall consist of initial reports of abnormal condition and estimated restoration
time/date , abnormal condition updates , and final disposition. Service restoration will be non-
discriminatory, and will be accomplished as quickly as possible according to Qwest and/or
industry standards.
12.Qwest will meet with associated personnel from WSP to share contact information
and review Qwest's outage restoral processes and notification processes.
12.Qwest's emergency restoration process operates on a 7X24 basis.
12.Protective Maintenance
12.Qwest will perform scheduled maintenance of substantially the same quality to that
which it provides to itself, its End User Customer, its Affiliates, or any other party.
12.Qwest will work cooperatively with WSP to develop industry-wide processes to
provide as much notice as possible to WSP of pending maintenance activity. Qwest shall
provide notice of potentially WSP's End User Customer impacting maintenance activity, to the
extent Qwest can determine such impact, and negotiate mutually agreeable dates with WSP in
substantially the same time and manner as it does for itself, its End User Customers, its
Affiliates, or any other party.
12.Qwest shall advise WSP of non-scheduled maintenance, testing, monitoring, and
surveillance activity to be performed by Qwest on any Services, including, to the extent Qwest
can determine, any hardware, equipment, software, or system providing service functionality
which may potentially impact WSP and/or WSP's End User Customers. Qwest shall provide the
maximum advance notice of such non-scheduled maintenance and testing activity possible
under the circumstances; provided , however, that Qwest shall provide emergency maintenance
as promptly as possible to maintain or restore service and shall advise WSP promptly of any
such actions it takes.
12.Hours of Coverage
12.Qwest's repair operation is seven days a week, 24 hours a day. Not all functions
or locations are covered with scheduled employees on a 7X24 basis. Where such 7X24
coverage is not available, Qwest's repair operations center (always available 7X24) can call-out
technicians or other personnel required for the situation.
July27, 2006/msd/Clark Communication/Wireless Type 2/ID/CDS-060721-0009
(Agreement - Template 10-13-05)
Section 12
Maintenance and Repair
12.Escalations
12.Qwest will provide trouble escalation procedures to WSP. Such procedures will be
substantially the same type and quality as Qwest employs for itself, its End User Customers , its
Affiliates , or any other party. Qwest escalations are manual processes.
12.Qwest repair escalations may be initiated by either calling the trouble-reporting
center or through the electronic interfaces. Escalations sequence through five tiers: tester, duty
supervisor, manager, director, vice president. The first escalation point if the tester. WSP may
request escalation to higher tiers in its sole discretion. Escalation status is available through
telephone and the electronic interfaces.
12.10 Dispatch
12.10.Qwest will provide maintenance dispatch personnel in substantially the same time
and manner as it provides for itself, its End User Customers, its Affiliates, or any other party.
12.10.Upon the receipt of a trouble report from WSP, Qwest will follow internal and
industry standards to resolve the repair condition. Qwest will dispatch repair personnel on
occasion to repair the condition. It will be Qwest's decision whether or not to send a technician
out on a dispatch. Qwest reserves the right to make this dispatch decision based on the best
information available to it in the trouble resolution process. It is not always necessary to
dispatch to resolve trouble. Should WSP require a dispatch when Qwest believes the dispatch
is not necessary, appropriate charges will be billed by Qwest to WSP for those dispatch-related
costs in accordance with Exhibit A Maintenance of Service charges if Qwest can demonstrate
that the dispatch was in fact unnecessary to the clearance of trouble or the trouble is identified
to be caused by WSP facilities or equipment.
12.11 Electronic Reporting
12.11.WSP may submit Trouble Reports through the Electronic Bonding or GUI
interfaces provided by Qwest.
12.11.The status of manually reported trouble may be accessed by WSP through
electronic interfaces.
12.12 Intervals/Parity
12.12.Trouble conditions reported on behalf of WSP will receive commitment intervals in
substantially the same time and manner as Qwest provides for itself, its End User Customers
its Affiliates, or any other party.
12.13 Jeopardy Management
12.13.Qwest will notify WSP in substantially the same time and manner as Qwest
provides this information to itself, its End User Customers, its Affiliates, or any other party that a
trouble report commitment (appointment or interval) has been or is likely to be missed. At
WSP's option , notification may be sent by email or fax. WSP may telephone Qwest repair
center or use the electronic interfaces to obtain jeopardy status.
July 27, 2006/msd/Clark CommunicationlWireless Type 2/ID/CDS-060721-0009
(Agreement - Template 10-13-05)
Section 12
Maintenance and Repair
12.14 Trouble Screening
12.14.WSP shall screen and test its End User Customer s trouble reports completely to
insure, to the extent possible, that it sends to Owest only trouble reports that involve Owest
facilities. For services and facilities where the capability to test all or portions of the Owest
network service or facility rest with Owest, Owest will make such capability available to WSP to
perform appropriate trouble isolation and screening.
12.14.Owest will cooperate with WSP to show WSP how Owest screens trouble
conditions in its own centers, so that WSP will employ similar techniques in its centers.
12.15 Maintenance Standards
12.15.Owest will cooperate with WSP to meet the maintenance standards outlined in this
Agreement.
12.15.On manually reported trouble, Owest will inform WSP of repair completion in
substantially the same time and manner as Owest provides to itself, its End User Customers, its
Affiliates, or any other party. On electronically reported trouble reports the electronic system will
automatically update status information , including trouble completion , across the joint electronic
gateway.
12.16 End User Customer Interfaces
12.16.WSP will be responsible for all interactions with its End Users Customers including
service call handling and notifying its End User Customers of trouble status and resolution.
12.17 Single Point of Contact
12.17.Owest will provide a single point of contact for WSP to report maintenance issues
and trouble reports seven days a week, twenty-four hours a day. A single 7X24 trouble
reporting telephone number will be provided to WSP for each category of trouble situation being
encountered.
12.18 Network Information
12.18.Owest maintains an information database, available to WSP for the purpose of
allowing WSP to obtain information about Owest's NPAs, LATAs, Access Tandems and Central
Offices.
12.18.
Web site.
This database' is known as the ICONN database, available to WSP via Owest'
12.18.NXX Activity Reports are included in this database.
12.18.4 ICONN is updated in substantially the same time and manner as Owest updates
the same data for itself, its End User Customer, its Affiliates, or any other party.
12.19 Maintenance Windows
12.19.Generally, Owest performs major switch maintenance activities off-hours, during
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(Agreement - Template 10-13-05)
Section 12
Maintenance and Repair
certain "maintenance windows
12.19.Generally, the maintenance window is between 10:00 p.m. through 6:00 am
Monday through Friday, and Saturday 10:00 p.m. through Monday 6:00 am , Mountain Time.
12.19.Although Qwest normally does major switch maintenance during the above
maintenance window, there will be occasions where this will not be possible.
12.19.4 Planned generic upgrades to Qwest switches are included in the ICONN database
available to WSP via Qwest's Web site.
July 27, 2006/msd/Clark Communication/Wireless Type 2/ID/CDS-060721-0009
(Agreement - Template 10-13-05)
Section 13
Access To Telephone Numbers
SECTION 13.0 - ACCESS TO TELEPHONE NUMBERS
13.Nothing in this Agreement shall be construed in any manner to limit or otherwise
adversely impact either Party s right to request an assignment of any NANP number resources
including, but not limited to, Central Office (NXX) Codes pursuant to the Central Office Code
Assignment Guidelines published by the Industry Numbering Committee (INC) as INC 95-0407-
008 (formerly ICCF 93-0729-010) and Thousand Block (NXX-X) Pooling Administration
Guidelines INC 99-0127-023, when these Guidelines are implemented by the FCC
Commission Order. The latest version of the Guidelines will be considered the current
standard.
13.North American Numbering Plan Administration (NANPA) has transitioned to
NeuStar. Both Parties agree to comply with Industry guidelines and Commission , rules
including those sections requiring the accurate reporting of data to the NANPA.
13.It shall be the responsibility of each Party to program and update its own switches
and network systems pursuant to the Local Exchange Routing Guide (LERG) to recognize and
route traffic to the other Party s assigned NXX or NXX-X codes. Neither Party shall impose any
fees or charges on the other Party for such activities. The Parties will cooperate to establish
procedures to ensure the timely activation of NXX assignments in their respective networks.
13.4 Each Party is responsible for administering numbering resources assigned to it.
Each Party will cooperate to timely rectify inaccuracies in its LERG data. Each Party is
responsible for updating the LERG data for NXX codes assigned to its switches. Each Party
shall use the LERG published by Telcordia or its successor for obtaining routing information and
shall provide through an authorized LERG input agent, all required information regarding its
network for maintaining the LERG in a timely manner.
13.Each Party shall be responsible for notifying its End User Customers of any
changes in numbering or dialing arrangements to include changes such as the introduction of
new NPAs.
July 27, 2006/msd/Clark CommunicationlWireless Type 2/1D/CDS-060721-0009
(Agreement - Template 10-13-05)
Section 14
Local Dialing Parity
SECTION 14.0 - LOCAL DIALING PARITY
14.The Parties shall provide local dialing parity to each other as required under
Section 251 (b )(3) of the Act. Owest will provide local dialing parity to competing Carriers of
telephone Exchange Service and telephone Toll Service, and will permit all such Carriers to
have non-discriminatory access to telephone numbers, Operator Services (OS), Directory
Assistance (DA), and Directory Listings (DL), with no unreasonable dialing delays. WSP may
elect to route all of its End User Customers calls in the same manner as Owest routes its End
User Customers calls, for a given call type (e., 0, 0+411), or WSP may elect to custom
route its End User Customers' calls differently than Owest routes its End User Customer s calls.
Additional terms and conditions with respect to customized routing are described in this
Agreement
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(Agreement - Template 10-13-05)
Section 15
SECTION 15.0 - Intentionally Left Blank
July 27, 2006/msd/Clark CommunicationlWireless Type 2/ID/CDS-060721-0009
(Agreement - Template 10-13-05)
Section 16
Bona Fide Request Process
SECTION 16.0 - BONA FIDE REQUEST PROCESS
16.Any request for Interconnection or Ancillary service that is not already available as
described in other sections of this Agreement, including but not limited to Exhibit F or any other
Interconnection Agreement, Tariff or otherwise defined by Qwest as a product or service shall
be treated as a Bona Fide Request (BFR). Qwest shall use the BFR Process to determine the
terms and timetable for providing the requested Interconnection or Ancillary services and the
technical feasibility of new/different points of Interconnection. Qwest will administer the BFR
Process in a non-discriminatory manner.
16.A BFR shall be submitted in writing and on the appropriate Qwest form for BFRs.
WSP and Qwest may work together to prepare the BFR form and either Party may request that
such coordination be handled on an expedited basis. This form shall be accompanied by the
non-refundable Processing Fee specified in Exhibit A of this Agreement. Qwest will refund on-
half of the Processing Fee if the BFR is cancelled within ten (10) business Days of the receipt of
the BFR form. The form will request, and WSP will need to provide, the following information
and may also provide any additional information that may be reasonably necessary in
describing and analyzing WSP's request:
16.2.technical description of each requested new or different point of
Interconnection or Ancillary service;
16.the desired interface specification;
16.each requested type of Interconnection or access;
16.2.4 a statement that the Interconnection or Ancillary service will be used to
provide a Telecommunications Service;
16.2.the quantity requested;
16.the specific location requested;
16.Within two (2) business Days of its receipt, Qwest shall acknowledge receipt of the
BFR and in such acknowledgment advise WSP of missing information, if any, necessary to
process the BFR. Thereafter, Qwest shall promptly advise WSP of the need for any additional
information required to complete the analysis of the BFR. If requested, either orally or in writing,
Qwest will provide weekly updates on the status of the BFR.
16.4 Within twenty-one (21) calendar Days of its receipt of the BFR and all information
necessary to process it, Qwest shall provide to WSP an analysis of the BFR. The preliminary
analysis shall specify Qwest's conclusions as to whether or not the requested Interconnection is
technically feasible.
16.If Qwest determines during the twenty-one (21) Day period that a BFR does not
qualify as an Interconnection or Ancillary service that is required to be provided under the Act or
state law, Qwest shall advise WSP as soon as reasonably possible of that fact, and Qwest shall
promptly, but in no case later than the twenty-one Day period, provide a written report setting
forth the basis for its conclusion.
16.If Qwest determines during such twenty-one (21) Day period that the BFR qualifies
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(Agreement - Template 10-13-05)
Section 16
Bona Fide Request Process
under the Act or state law, it shall notify WSP in writing of such determination within ten (10)
calendar Days, but in no case later than the end of such twenty-one (21) Day period.
16.As soon as feasible, but in any case within forty-five (45) calendar Days after
Qwest notifies WSP that the BFR qualifies under the Act, Qwest shall provide to WSP a BFR
quote. The BFR quote will include, at a minimum, a description of each Interconnection and
Ancillary service, the quantity to be provided , any interface specifications, and the applicable
rates (recurring and nonrecurring) including the separately stated development costs and
construction charges of the Interconnection Ancillary service and any minimum volume and term
commitments required, and the timeframes within which the request will be provisioned.
16.A WSP has sixty (60) business Days upon receipt of the BFR quote, to either
agree to purchase under the quoted price , or cancel its BFR.
16.If WSP has agreed to minimum volume and term commitments under the
preceding paragraph , WSP may cancel the BFR or volume and term commitment at any time
but may be subject to termination liability assessment or minimum period charges.
16.10 If either Party believes that the other Party is not requesting, negotiating or
processing any BFR in good faith, or disputes a determination or quoted price or cost, it may
invoke the Dispute Resolution provision of this Agreement.
16.11 All time intervals within which a response is required from one Party to another
under this Section are maximum time intervals. Each Party agrees that it will provide all
responses to the other Party as soon as the Party has the information and analysis required to
respond , even if the time interval stated herein for a response is not over.
16.12 In the event WSP has submitted a Request for an Interconnection or Ancillary
services and Qwest determines in accordance with the provisions of this Section 16 that the
request is technically feasible, subsequent requests or orders for substantially similar types of
Interconnection or Ancillary services by that WSP shall not be subject to the BFR process.
the extent Qwest has deployed or denied a substantially similar Interconnection or Ancillary
services under a previous BFR, a subsequent BFR shall not be required and the BFR
application fee shall be refunded immediately. ICB pricing and intervals will still apply for
requests that are not yet standard offerings. For purposes of this Section 16., a "substantially
similar" request shall be one with substantially similar characteristics to a previous request with
respect to the information provided pursuant to Subsections 16.2.1 through 16.6 of Section
16.2 above. The burden of proof is upon Qwest to prove the BFR is not substantially similar to
a previous BFR.
16.The total cost charged to WSP shall not exceed the BFR quoted price.
16.14 Upon request, Qwest shall provide WSP with Qwest's supporting cost data and/or
studies for the Interconnection or Ancillary service that WSP wishes to order within seven (7)
business Days, except where Qwest cannot obtain a release from its vendors within seven (7)
business Days, in which case Qwest will make the data available as soon as Qwest receives
the vendor release. Such cost data shall be treated as Confidential Information, if requested by
Qwest under the non-disclosure sections of this Agreement.
16.15 Qwest shall make available a topical list of the BFRs that it has received with
WSPs under this Agreement. The description of each item on that list shall be sufficient to allow
July 27, 2006/msd/Clark CommunicationlWireless Type 2/ID/CDS-060721-0009
(Agreement - Template 10-13-05)
Section 16
Bona Fide Request Process
WSP to understand the general nature of the product, service, or combination thereof that has
been requested and a summary of the disposition of the request as soon as it is made. Owest
shall also be required upon the request of WSP to provide sufficient details about the terms and
conditions of any granted requests to allow WSP to elect to take the same offering under
substantially identical circumstances. Owest shall not be required to provide information about
the request initially made by WSP whose BFR was granted, but must make available the same
kinds of information about what it offered in response to the BFR as it does for other products or
services available under this Agreement. WSP shall be entitled to the same offering terms and
conditions made under any granted BFR, provided that Owest may require the use of 1GB
pricing where it makes a demonstration to WSP of the need therefore.
July 27, 2006/msd/Clark CommunicationlWireless Type 2I1D/CDS-060721-0009
(Agreement - Template 10-13-05)
Section 17
Special Request Process
SECTION 17.0 - SPECIAL REQUEST PROCESS
17.Special Request Process shall be used for the following requests:
17.Requesting specific product feature(s) be made available by Owest that
are currently available in a switch, but which are not activated.
17.Requesting specific product feature(s) be made available by Owest that
are not currently available in a switch , but which are available from the switch vendor.
17.Any request that requires an analysis of technical feasibility shall be treated as a
Bona Fide Request (BFR), and will follow the BFR Process set forth in this Agreement. The
BFR process shall be used for, among other things, the following:
17.2.
Agreement.
Requests for Interconnection not already available as described in this
17.A Special Request shall be submitted in writing and on the appropriate Owest form
which is located on Owest's website. The form must be completely filled out.
17.4
receipt.
Owest shall acknowledge receipt of the Special Request within 5 business Days of
17.Owest shall respond with a preliminary analysis, including costs and timeframes,
within 15 business Days of receipt of the Special Request. 17.All timeframes will be met
unless extraordinary circumstances arise. In such a situation , WSP and Qwest will negotiate a
reasonable response timeframe.
July 27, 2006/msd/Clark Communication/Wireless Type 2/1D/CDS-060721-0009
(Agreement - Template 10-13-05)
Section 18
Audit Process
SECTION 18.0 - AUDIT PROCESS
18.1 "Audit" shall mean the comprehensive review of:
18.Data used in the billing process for services performed , including
reciprocal compensation, and facilities provided under this Agreement; and
18.Data relevant to provisioning and maintenance for services performed or
facilities provided by either of the Parties for itself or others that are similar to the
services performed or facilities provided under this Agreement.
18.The data referred to above shall be relevant to any performance indicators that are
adopted in connection with this Agreement, through negotiation , arbitration or otherwise. This
Audit shall take place under the following conditions:
18.Either Party may request to perform an Audit.
18.2.The Audit shall occur upon thirty (30) business Days written notice by the
requesting Party to the non-requesting Party.
18.2.The Audit shall occur during normal business hours.
18.2.4 There shall be no more than two Audits requested by each Party under
this Agreement in any 12-month period.
18.The requesting Party may review the non-requesting Party s records,
books and documents, as may reasonably contain information relevant to the operation
of this Agreement.
18.The location of the Audit shall be the location where the requested
records, books and documents are retained in the normal course of business.
18.All transactions under this Agreement which are over twenty-four (24)
months old will be considered accepted and no longer subject to Audit. The Parties
agree to retain records of all transactions under this Agreement for at least 24 months.
18.Each Party shall bear its own expenses occasioned by the Audit
provided that the expense of any special data collection shall be born by the requesting
Party.
18.2.The Party requesting the Audit may request that an Audit be conducted
by a mutually agreed-to independent auditor. Under this circumstance , the costs of the
independent auditor shall be paid for by the Party requesting the Audit.
18.10 In the event that the non-requesting Party requests that the Audit
performed by an independent auditor, the Parties shall mutually agree to the selection of
the independent auditor. Under this circumstance, the costs of the independent auditor
shall be shared equally by the Parties.
18.11 The Parties agree that if an Audit discloses error(s), the Party responsible
for the error(s) shall, in a timely manner, undertake corrective action for such error(s).
All errors not corrected within thirty (30) business Days shall be escalated to the Vice-
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(Agreement - Template 10-13-05)
Section 18
Audit Process
President level.
18.All information received or reviewed by the requesting Party or the independent
auditor in connection with the Audit is to be considered Proprietary Information as defined by
this Agreement. The non-requesting Party reserves the right to require any non-employee who
is involved directly or indirectly in any Audit or the resolution of its findings as described above
to execute a nondisclosure agreement satisfactory to the non-requesting Party. To the extent
an Audit involves access to information of other competitors, WSP and Qwest will aggregate
such competitors' data before release to the other Party, to insure the protection of the
proprietary nature of information of other competitors. To the extent a competitor is an affiliate
of the Party being audited (including itself and its subsidiaries), the Parties shall be allowed to
examine such affiliates' disaggregated data, as required by reasonable needs of the Audit.
July 27, 2006/msd/Clark Communication/Wireless Type 2/ID/CDS-060721-0009
(Agreement- Template 10-13-05)
Section 19
Construction Charges
SECTION 19.0 - CONSTRUCTION CHARGES
19.Qwest will conduct an individual financial assessment of any request which
requires construction of network capacity, facilities, or space for access. When Qwest
constructs to fulfill WSP's request, Qwest will bid this construction on a case-by-case basis.
Qwest will charge for the construction through non-recurring charges and a term agreement for
the remaining recurring charge, as described in the Construction Charges Section of this
Agreement. When the WSP orders the same or substantially similar service available to Qwest
End User Customers, nothing in this Section shall be interpreted to authorize Qwest to charge
WSP for special construction where such charges are not provided for in a Tariff or where such
charges would not be applied to a Qwest End User Customer.
July 27 , 2006/msd/Clark Communication/Wireless Type 2/1D/CDS-060721-0009
(Agreement - Template 10-13-05)
Section 20
Network Standards
SECTION 20.0 - NETWORK STANDARDS
20.The Parties recognize that Owest services and Network Elements have been
purchased and deployed, over time, to Telcordia and Owest technical standards. Specification
of standards is built into the Owest purchasing process, whereby vendors incorporate such
standards into the equipment Owest purchases. Owest supplements generally held industry
standards with Owest Technical Publications.
20.2 The Parties recognize that equipment vendors may manufacture
Telecommunications equipment that does not fully incorporate and may differ from industry
standards at varying points in time (due to standards development processes and consensus)
and either Party may have such equipment in place within its network. Except where otherwise
explicitly stated within this Agreement, such equipment is acceptable to the Parties , provided
said equipment does not pose a security, service or safety hazard to persons or property.
20.Generally accepted and developed industry standards which the Parties agree to
support include, but are not limited to:
20.Switching
GR-954-CORE LlDB
GR-2863-CORE AIN
GR-1428-CORE Toll Free Service
GR-1432-CORE TCAP
GR-905-CORE ISUP
GR-1357-CORE switched Fractional DS1
GR-1298-CORE AIN switching System Generic Requirements
GR-1299-CORE AIN Service Control Point Adjunct Interface Generic
Requirements
TR-NWT-001284 AIN 0.1 switching System Generic Requirements
GR-905-CORE Common Channel Signaling Network Interface Specification
GR-1432-CORE CCS Network Interface Specification Telcordia TR-TSY-000540
Issue 2R2
GR-305-CORE
GR-1429-CORE
GR-2863-CORE
FR-64 LATA LSSGR
July 27, 2006/msd/Clark CommunicationlWireless Type 2/ID/CDS-060721-0009
(Agreement - Template 10-13-05)
Section 20
Network Standards
GR-334-CORE Switched Access Service
TR-NWT-000335 Voice Grade Special Access Services
TR- TSY -000529 Public LSSGR
TR-NWT-000505 LSSGR Call Processing
FR-NWT -000271 OSSGR
TR-NWT-001156 OSSGR Subsystem
SR-TSY-001171 System Reliability Analysis
20.Transport
Telcordia FR-440
TR-NWT -000499 (TSGR) Transport Systems Generic Requirements
GR-820-CORE Generic Transmission Surveillance; DS1 and DS3 Performance
GR-253-CORE Synchronous Optical Network Systems (SONET)
TR-NWT-000507 Transmission
TR-NWT-000776 NID for ISDN Subscriber Access
TR-INS-000342 High Capacity Digital Special Access Service
ST-TEC-000051 & 52 Telecommunications
Handbooks Volumes 1 & 2
Transmission Engineering
ANSI T1.1 02-1993 Digital Hierarchy - Electrical Interface; Annex B
20.Loops
TR-NWT-000057 Functional Criteria for Digital Loop Carrier Systems Issue 2
TR-NWT-000393 Generic Requirements for ISDN Basic Access Digital
Subscriber Lines
GR-253-CORE SONET Common Generic Criteria
TR-NWT-000303 Integrated Digital Loop Carrier System Generic Requirements
TR-TSY-000673 Operations Interface for an IDLC System
GR-303-CORE Issue Integrated Digital Loop Carrier System Generic
Requirements
TR-NWT-000393 Generic Requirements for ISDN Basic Access Digital
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(Agreement - Template 10-13-05)
Section 20
Network Standards
Subscriber Lines
TR-TSY-0000O8 Digital Interface Between the SLC 96 Digital Loop Carrier
System and a Local Digital switch
TR-NWT -008 and 303
TA-TSY-000120 Subscriber Premises or Network Ground Wire
GR-49-CORE Generic Requirements for Outdoor Telephone Network Interface
Requirements
, TR-NWT-000239 Indoor Telephone Network Interfaces
TR-NWT -000937 Generic Requirements for Outdoor and Indoor Building
Entrance
TR-NWT-000133 Generic Requirements for Network Inside Wiring
20.3.4 Local Number Portability
Generic Requirements for SCP Application and GTT Function for Number
Portability, ICC LNP Workshop SCP Generic Requirements Subcommittee.
Generic Switching and Signaling Requirements for Number Portability, Version
, ICC LNP Workshop Switch Generic Requirements Subcommittee
September 4, 1996.
Generic Operator Services Switching Requirements for Number Portability, Issue
, Tech Rep, Illinois Number Portability Workshop, 1996.
Number Portability Operator Services Switching Systems (Revision of T1.TRQ.
1999) T1.TRQ.2001
Number Portability Switching Systems (Revision of T1.TRQ.1999) T1.TRQ.02-
2001
Number Portability Database and Global Title Translation T1.TRQ.03-1999
FCC First Report and Order and Further Notice of Proposed Rulemaking; FCC
96-286; CC Docket 95-116, RM 8535; Released July 2, 1996;
FCC First Memorandum Opinion and Order on Reconsideration; FCC 97-74; CC
Docket 95-116, RM 8535; Released March 11 , 1997.
FCC Second Report and Order, FCC 97-298; CC Docket 95-116, RM 8535;
Released August 18, 1997.
FCC Third Report and Order FCC 98-82; CC Docket 95-116 RM 8535;
Released May 12, 1998.
FCC Wireless LNP deadline to 11/24/03, FCC 02-215; CC Docket 95-116; WT
July 27, 2006/msd/Clark CommunicationlWireless Type 2/ID/CDS-060721-0009
(Agreement- Template 10-13-05)
Section 20
Network Standards
Docket 01-184; Released July 26 , 2002.
20.4 The Parties will cooperate in the development of national standards for
Interconnection elements as the competitive environment evolves. Recognizing that there are
no current national standards for Interconnection Network Elements, Qwest has developed its
own standards for some Network Elements, including:
Expanded Interconnection and Collocation for Private Line Transport and Switched
Access Services - #77386
Competitive Local Exchange Carrier Installation/Removal Guidelines - #77390
20.Qwest Technical Publications have been developed to support service offerings
inform End User Customers and suppliers, and promote engineering consistency and
deployment of developing technologies. Qwest provides all of its Technical Publications at no
charge via website: http://www.Qwestcom/techpub/
Owest now provides all Technical Publications to WSPs for no charge via the internet.
July 27, 2006/msd/Clark CommunicationlWireless Type 2I1D/CDS-060721-0009
(Agreement- Template 10-13-05)
Section 21
Signature Page
SECTION 21.- SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
respective duly authorized representatives,
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Name Pri tedfTyped
Qwest Corporation
':t rei
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Signature
Clark Communication, Inc.
L. T. Christensen
Name PrintedfTypedfj~~
Title
Date
Director - Interconnection AQreements
Title
3/~IoCo
Date
July 27, 2006/msd/Clark CommunicationlWireless Type 2IID/CDS-060721-0009
(Aareement - Temolate 10-13-05)
WirelessType 2 Exhibit A
Idaho
EAS Local Traffic Reciprocal
Compensation Election
Interconnection
Interconnection Facility Option
Intentionallv Left Blank
Intentionally Left Blank
ReciDrocal ComDensation
Interconnection Facilitv ODtions
Entrance Facilities
DS1 $103.$208.
DS3 $524.42 $277,
Direct Trunked Transport
DS1
Over 0 to 8 Miles $37.$1.
3.2,1.2 Over 8 to 25 Miles $37.$1,
Over 25 to 50 Miles $37,$1,
1.4 Over 50 Miles $37.$1.
DS3
1.2,Over 0 to 8 Miles $257,$19.
3.2,Over 8 to 25 Miles $260.49 $24.
3.2,1.2.Over 25 to 50 Miles $260.$26.43
2.4 Over 50 Miles $259,$26,
Trunk Nonrecurrinq Charqes
DS1 Interface
3.2.First Trunk $229.40
Each Additional Trunk $5.46
DS3 Interface
3.2.First Trunk $235.
2.2.Each Additional Trunk $11.
Trunk Routina Chance, per Tvpe 2 Trunk Group
2A Direct Final to Alternate Final $74.
Tvpe 2 Routinq Translation Chance $74.
Miscellaneous Charoes
Cancellation Charge Qwest's Idaho
Access
Service Tariff
Expedite Charge Qwest's Idaho
Access
Service Tariff
Construction Charoes ICB ICB
3.4 Additional Labor Other (Additional Testlna\
3.4.Additional Labor Other - Basic $27.
3.4.Additional Labor Other - Overtime $36,
3.4.Additional Labor Other - Premium $46,
3.4 Multiolexlnq
DS1 to DSO $263,$193,
3.4.DS3 to DS1 $304.$193.
Intentionally Left Blank
Exchanoe Services MT A Local Traffic
End Office Call Termination, per MOU $0.001343
###
Tandem Switched Transport
Tandem Switching, per MOU $0.000690
Tandem Transmission
Over 0 to 8 Miles $0.0004564 $0.0000367
Over 8 to 25 Miles $0.0004564 $0,0000367
Over 25 to 50 Miles $0.0004564 $0,0000367
Qwest Idaho 4th Revision April 29, 2005 Page 1 of 3
WirelessType 2 Exhibit A
Idaho
3.4 Over 50 Miles $0,0004560 $0,0000144
Intentionally Left Blank
Intentionally Left Blank
Non-Local Traffic Qwest FCC Qwest FCC
Switched Switched
Access Tariff Access Tariff
ISP Bound Traffic
10,Local Traffic-FCC-ISP Rate Caps
10.MOU as of June 14, 2003, rates in effect until $0,0007
further FCC Action
Transit Traffic
11,Local Transit (Local Transit Assumed Mileage - 7 Miles)See Tandem See Tandem
Switching and Switching and
Tandem Tandem
Transmission Transmission
Rates Above Rates Above
11.IntraLATA Toll Transit $0,002857
Jointlv Provided Switched Access Services
12,Cateoorv 11 Mechanized Record Charae, oer Record $0,0014877
IntentionallY left Blank
IntentionallY left Blank
Ancillarv Service
local Number Portabilitv
LNP Queries See FCC Tariff See FCC Tarif
#1 Sections 13 #1 Sections 13
LNP ManaQed Cuts
Standard Manaaed Cuts per oerson per Half Hour $26.
Overtime ManaQed Cuts per person per Half Hour $34.
1.2,Premium Manaoed Cuts per oerson per Half Hour $42,
911/E911 No CharQe No Charoe
Intentionally left Blank
Access to Poles Ducts Conduits and Riahts of Way IROW)
9.4.Pole InQuiry Fee, per Mile $335,
9.4.2 Innerduct Inquiry Fee, oer Mile $403.
9.4,ROW InQuiry Fee $149.
9.4.4 ROW Document Preoaration Fee $149.23
9.4.Field Verification Fee, per Pole $37,
9.4.Field Verification Fee, oer Manhole $485.
9.4,Planner Verification, per Manhole $16.
9.4,Manhole Verification Insoector, oer Manhole $298.47
9.4,Manhole Make-Readv Inspector, oer Manhole $447.
9.4.Intentionallv Left Blank
9.4,Pole Attachment Fee, per Foot, per Year $2.77
9.4,Innerduct Occuoancv Fee, oer Foot, per Year $0,
9.4.Access AQreement Consideration $10.
9.4,Make Readv ICE
Construction Charaes ICB ICB
10.Intentionally left Blank
11.Access to Operational Support Systems 10SSI and Maintenance and Repair
11,Development and Enhancements, per Order $5,
11.OnQoinQ Maintenance, per Order $1.40
11.Dally UsaQe Record File, per record $0.000419
12.Maintenance and Repair
Qwest Idaho 4th Revision April 29, 2005 Page 2 of 3
Wireless Type 2 Exhibit A
Idaho
Trouble Isolation
12,Maintenance of Service for non-Qwest Trouble
12.Maintenance of Service - Basic
12,Maintenance of Service-Overtime
12,Maintenance of Service - Premium
$28,
$38.
$48,
12.Dls atch for non-Qwest Trouble $87,
13.Intentional!Left Blank
14.Intentional!Left Blank
15.Intentional!Left Blank
16.Bona Fide Re uest Process
16.Processln Fee 851,
NOTES:
Unless otherwise Indicated, all rates are pursuant to Idaho Public Utilities Commission Dockets listed below:
A: Cost Docket QWE-01-, effective 1/5/04,
# Voluntary Rate Reduction, Docket USW-00-3, effective 6/10/02, Reductions reflected in the 5/31/02 Exhibit A.
### Third voluntary Rate Reduction, Docket USW-00-3, effective 12/16/02. Reductions reflected in the 10/16/02 Exhibit A.
(1) Rates not addressed in cost docket (TELRIC-based costs where required.
(2) Market-based rates,
(3) ICB, Individual Case Basis pricing.
(4) Rates per FCC Guidelines.
(5) Regional TELRIC based where required,
(6) Qwest will not charge for this element until the Commission has an opportunity to review and approve a rate In a cost proceeding,
Qwest Idaho 4th Revision April 29, 2005 Page30f3
Exhibit B
Service Performance Indicators
EXHIBIT B
SERVICE PERFORMANCE INDICATORS
Qwest and (WSP) agree that Qwest will provide Type 2 Interconnection Trunks to (WSP)
and other Wireless Service Providers, for use as Telecommunications Services, in a
non-discriminatory manner. Qwest will work with (WSP) on an Individual Case Basis
(ICB) when (WSP) requires data from Qwest to develop operation reporting.
WSP-Exhibit B May 24, 2005 Pagel
Wireless Type 2
EXHIBIT C
RESERVED FOR FUTURE USE
Date General Information Provided by Qwest:
General Agreement:
BAN Number(must be assigned before processing):
REVISED QWEST RIGHT OF WAY, POLE ATTACHMENT, INNERDUCT
OCCUPANCY GENERAL INFORMATION: EFFECTIVE 6/29/01
1. PURPOSE. The purpose of this General Information document is to share
information and provide or deny permission to attach and maintain WSP's facilities
Facilities ) to Owest Corporation s ("Owest") Poles, to place Facilities on or within
Owest's Innerduct (collectively "Poles/lnnerduct") and to obtain access to Owest's
private right of way ("ROW"), to the extent Owest has the right to grant such access.
This General Information is necessary to determine if Owest can meet the needs of
the WSP's request but does not guarantee that physical space or access is currently
available. Permission will be granted on a first-come, first-serve basis on the terms
and conditions set forth in the appropriate agreement pertaining to "Polesllnnerduct".
PROCESS. The Owest process is designed to provide the WSP the information so
as to assist WSP and Owest to make Poles, Innerduct and ROW decisions in a cost-
efficient manner. The Process has these distinct steps:
Inquiry Review - Attachment 1.A (Database Search)The WSP is
requested to review this document and return Attachment 1.A along with two
copies of a map and the nonrefundable Inquiry Fee, calculated in accordance
with Attachment 1.A hereto. These fees are intended to cover Owest's expenses
associated with performing an internal record (database) review, preparing a cost
estimate for the required field survey, setting up an account, and determining
time frames for completion of each task to meet the WSP's Request. Be sure a
BAN number is assigned by the Owest Service Support Representative for each
request before sending an Attachment 1.A. To request a BAN number send an
email requesting one to: wholesale.servicesupportteam~qwest.com. Include your name
company, phone number, email address , city and state of our inquiry. A BAN
number will be assigned to your inquiry and will be emailed to you along with
other materials.
As indicated on Attachment 1., a copy of the signed Attachment and maps of
the desired route must be emailed to wholesale.servicesupportteam~qwest.com
while the fee must be sent to the Owest WSP Joint Use Manager with the original
signed Attachment 1.A. The map should clearly show street names and
highways along the entire route, and specific locations of entry and exit of the
ROW/duct/pole system. Area Maps should be legible and identify all significant
geographic characteristics including, but not limited to , the following: Owest
central offices, streets , cities, states , lakes, rivers, mountains, etc. Owest
reserves the right to reject illegible or incomplete maps. If WSP wishes to
terminate at a particular manhole (such as a POI) it must be indicated on the
maps. For ROW: Section, Range and Township, to the % section must also be
provided.
Owest will complete the Inquiry review and prepare and return a Poles/lnnerduct
Verification/ROW Access Agreement Preparation Costs Quotation (Attachment
B) to the WSP generally within ten (10) days or the applicable federal or state
WSP- T -Exhibit D 23-
law, rule or regulation that governs this Agreement in the state in which Innerduct
attachment is requested. In the case of poles, Qwest will assign a Field Engineer
and provide his/her name and phone number to the WSP. The Field Engineer will
check the local database and be available for a joint verification with the WSP.
The Poles/lnnerduct Verification/ROW Access Agreement Preparation Costs
Quotation will be valid for thirty (30) calendar days from the date of quotation.
The Inquiry step results only in the location and mapping of Qwest facilities and
does not indicate whether space is available. This information is provided with
Attachment 1.
In the case of ROW, Qwest will prepare and return a ROW information matrix
and a copy of agreements listed in the ROW Matrix, within ten (10) days. The
ROW Matrix will identify (a) the owner of the ROW as reflected in Qwest's
records, and (b) the nature of each ROW (Le., publicly recorded and non-
recorded). The ROW information matrix will also indicate whether or not Qwest
has a copy of the ROW agreement in its possession. Qwest makes no
representations or warranties regarding the accuracy of its records, and WSP
acknowledges that, to the extent that real property rights run with the land , the
original granting party may not be the current owner of the property.
In the case of MDUs, Qwest will prepare and return an MDU information matrix
within ten (10) days , which will identify (a) the owner of the MDU as reflected in
Qwest's records , and (b) whether or not Qwest has a copy of the agreement
between Qwest and the owner of a specific multi-dwelling unit that grants Qwest
access to the multi-dwelling unit in its possession. Qwest makes no
representations or warranties regarding the accuracy of its records, and WSP
acknowledges that the original landowner may not be the current owner of the
property.
Qwest will provide to WSP a copy of agreements listed in the Matrices that have
not been publicly recorded if WSP obtains authorization for such disclosure from
the third party owner(s)-of the real property at issue by an executed version of
the Consent to Disclosure form, which is included in Attachment 4. Qwest will
redact all dollar figures from copies of agreements listed in the Matrices that have
not been publicly recorded that Qwest provides to WSP. Alternatively, in order to
secure any agreement that has not been publicly recorded , a WSP may provide
a legally binding and satisfactory agreement to indemnify Qwest in the event of
any legal action arising out of Qwest's provision of such agreement to WSP.
that event , the WSP shall not be required to execute the Consent to Disclosure
form.
If there is no other effective agreement (i.an Interconnection Agreement)
between WSP and Qwest concerning access to Poles , Ducts and ROW , then
Attachment 3 must be executed by both parties in order to start the Inquiry
Review and in order for WSP to obtain access to Poles, Ducts and/or ROW.
Attachment 1.(Verification) & Attachment 4 (Access AQreement
Preparation). With respect to Poles and Innerduct, upon review and acceptance
of signed Attachment 1.8 and payment of the estimated verification costs by the
WSP, Qwest will conduct facilities verification and provide the requested
information which mayor may not include the following: a review of public and/or
WSP- T-Exhibit D 23-
internal Qwest right-of-ways records for restrictions, identification of additional
rights-of-way required; a field survey and site investigation of the Innerduct
including the preparation of distances and drawings, to determine availability on
existing Innerduct; identification of any make-ready costs required to be paid by
the WSP, if applicable, prior to installing its facilities. In the case of Poles
Attachment 1.Borders the field verification which may be done jointly. A copy of
the signed Attachment 1.B should be emailed to wsst~qwest.com while the
appropriate fees should be sent to the Qwest-WSP Joint Use Manager with the
original signed Attachment 1.B. Upon completion of the verification, Attachment
2 will be sent to the WSP by Qwest.
With respect to ROW, upon review and acceptance of signed Attachment 1.
and payment of the ROW conveyance consideration , Qwest will deliver to the
WSP an executed and acknowledged Access Agreement to the WSP in the form
attached hereto as Attachment 4 (the "Access Agreement"). In the event that the
ROW in question was created by a publicly recorded document and Qwest has a
copy of such document in its files, a copy of the Right-of-Way Agreement, as
defined in the Access Agreement, will be attached to the Access Agreement and
provided to the WSP at the time of delivery of the Access Agreement. If the
ROW was created by a document that is not publicly recorded , or if Qwest does
not have a copy of the Right-of-Way Agreement in its possession , the Access
Agreement will not have a copy of the Right-of-Way Agreement attached. If the
ROW was created by a non-publicly recorded document, but Qwest does not
have a copy of the Right-of-Way Agreement in its possession, the WSP must
obtain a copy of the Right-of-Way Agreement or other suitable documentation
reasonably satisfactory to Qwest to describe the real property involved and the
underlying rights giving rise to the Access Agreement.
Although Qwest will provide the identity of the original grantor of the ROW, as
reflected in Qwest's records , the WSP is responsible for determining the current
owner of the property and obtaining the proper signature and acknowledgement
to the Access Agreement. If Qwest does not have a copy of the Right-of-Way
Agreement in its records, it is the responsibility of the WSP to obtain a copy of
the Right-of-Way Agreement. If the ROW was created by a publicly recorded
document, the WSP must record the Access Agreement (with the Right-of-Way
Agreement attached) in the real property records of the county in which the
property is located. If the ROW was created by a grant or agreement that is not
publicly recorded, WSP must provide Qwest with a copy of the properly executed
and acknowledged Access Agreement and, if applicable, properly executed
Consent Regarding Disclosure form or letter of indemnification.
Qwest is required to respond to each Attachment 1.B. submitted by WSP within
35 days of receiving the Attachment 1.B. In the event that Qwest believes that
circumstances require a longer duration to undertake the activities reasonably
required to deny or approve a request, it may petition for relief before the
Commission or under the escalation and dispute resolution procedures generally
applicable under the interconnection agreement, if any, between Qwest and
WSP.
Poles/Duct Order Attachment 2 (Access). In the case of Poles and
Innerduct, upon completion of the inquiry and verification work described in
WSP- T -Exhibit D 23-
Section 2.2 above, Owest will provide the WSP a Poles/lnnerduct Order
(Attachment 2) containing annual recurring charges, estimated Make-ready
costs. Upon receipt of the executed Attachment 2 Order form from the WSP and
applicable payment for the Make-Ready Fees identified, Owest will assign the
WSP's requested space; Owest will also commence the Make-ready work
within 30 days following payment of the Make-Ready Fees. Owest will notify
WSP when Polesllnnerduct are ready for attachment or placement of Facilities.
copy of the signed Attachment 2 form should be emailed to
wholesale.servicesupportteam(ll)Qwestcom while the payment should go to the Joint Use
Manager along with the original signed Attachment 2.
NOTE: Make-ready work performed by Owest concerns labor only. For Poles it
involves rearrangement to accommodate the new attachment. For Innerduct, it
involves placing the standard three innerducts in the conduit to accommodate
fiber cable where spare conduit exists. Segments without conduit space are
considered "blocked". Owest will consider repair or clearing damaged facilities
but may not construct new facilities as part of Make-ready work.
Construction work to place conduit or replace poles may be required where
facilities are blocked. The WSP may contract separately with a Owest-approved
contractor to complete the construction provided a Owest inspector inspects the
work during and after construction. If other parties benefit from construction , the
costs may be divided among the beneficiaries. Construction costs are not
included in Attachment 2. The WSP is not encouraged to sign the
Poles/lnnerduct Order (Attachment 2) until provisions have been made for
construction.
2.4 Provision of ROW/Poles/lnnerduct.Owest agrees to issue to WSP forany lawful telecommunications purpose, a nonexclusive, revocable Order
authorizing WSP to install, maintain, rearrange , transfer, and remove at its sole
expense its Facilities on Poles/lnnerduct to the extent owned or controlled by
Owest. Owest provides access to Polesllnnerduct/ROW in accordance with the
applicable federal, state, or local law, rule , or regulation, incorporated herein by
this reference, and said body of law, which governs this Agreement in the state in
which Polesllnnerduct is provided. Any and all rights granted to WSP shall be
subject to and subordinate to any future federal , state, and/or local requirements.
Nothing in this General Information shall be construed to require or compel
Owest to construct, install, modify, or place any Poles/lnnerduct or other facility
for use by the WSP.
The costs included in the Poles/lnnerduct Verification Fee are used to cover the
costs incurred by Owest in determining if Poles/lnnerduct space is available to
meet the WSP's request; however, the WSP must agree and will be responsible
for payment of the actual costs incurred if such costs exceed the estimate. If the
actual costs are less than the estimate, an appropriate credit can be provided
upon request. If Owest denies access, Owest shall do so in writing, specifying
the reasons for denial within 45 days of the initial inquiry.
Likewise, the fees included in the ROW processing costs quotation are used to
cover the costs incurred by Owest in searching its databases and preparing the
Access Agreement. In the event that complications arise with respect to
WSP- T-Exhibit 0 23-
preparing the Access Agreement or any other aspect of conveying access to
Owest's ROW , the WSP agrees to be responsible for payment of the actual costs
incurred if such costs exceed the standard fees; actual costs shall include
without limitation, personnel time, including attorney time.
DISPUTE RESOLUTION
1. Other than those claims over which a federal or state regulatory agencyhas exclusive jurisdiction, all claims, regardless of legal theory, whenever
brought and whether between the parties or between one of the parties to this
Agreement and the employees, agents or affiliated businesses of the other party,
shall be resolved by arbitration. A single arbitrator engaged in the practice of law
and knowledgeable about telecommunications law shall conduct the arbitration in
accordance with the then current rules of the American Arbitration Association
AAA") unless otherwise provided herein. The arbitrator shall be selected in
accordance with AAA procedures from a list of qualified people maintained by
AAA. The arbitration shall be conducted in the regional AAA office closest to
where the claim arose.
2. All expedited procedures prescribed by the AAA shall apply. The
arbitrator s decision shall be final and binding and judgment may be entered in
any court having jurisdiction thereof.
3. Other than the determination of those claims over which a regulatory
agency has exclusive jurisdiction, federal law (including the provisions of the
Federal Arbitration Act, 9 U.C. Sections 1-16) shall govern and control with
respect to any issue relating to the validity of this Agreement to arbitrate and the
arbitrability of the claims.
4. If any party files a judicial or administrative action asserting claims subject
to arbitration, and another party successfully stays such action and/or compels
arbitration of such claims, the party filing the action shall pay the other party
costs and expenses incurred in seeking such stay or compelling arbitration
including reasonable attorney s fees.
WSP- T-Exhibit D 23-
ATTACHMENT 1. A
Poles/lnnerductl or ROW Inquiry Preparation Fee
General Agreement
BAN Number (one for each route must be assigned before
processing):
Date Submitted:Date Replied to WSP:
WSP
name:
Billing Address:
Phone Number:
address:
State and city of
inquiry:
Name Contact
e-mail
Poles/lnnerduct Permit Database Search Costs Quotation
(One Mile Minimum) Costs Est. Miles Total
1. Pole Inquiry Fee
2. Innerduct Inquiry Fee
3. ROW Records Inquiry
4. Estimated Interval for Completion of Items 1 2 or 3:
5. Additional requirements of WSP: -
(see attached pricing chart) X
(see attached pricing chart) X
(see attached pricing chart) X
Days
This Inquiry will result in (a) for Poles and Innerduct: a drawing of the duct or innerduct structure
fitting the requested route , if available, and a quote of the charges for field verification, and/or (b)
in the case of ROW, a ROW identification matrix, a quote of the charges for preparation of and
consideration for, the necessary Access Agreements, and copies of ROW documents in Qwest's
Possession. (c) For Poles, the name and telephone number of the Field Engineer are provided so
that the WSP may contact the Qwest Field engineer and discuss attachment plans. If a field
verification of poles is required, Attachment 1.B must be completed and the appropriate charges
paid. Innerduct verification is always needed.
By signing below and providing payment of the Estimated Costs identified above, the WSP
desires Qwest to proceed with the processing of its database/records search and acknowledges
receipt of this General Information , including the General Terms and Conditions under which
Qwest offers such Poles/lnnerduct. Quotes expire in 30 days.
Qwest Corporation
SiQnature Signature
Name Typed or Printed Name Typed or Printed
Title Title
WSP- T-Exhibit D 23-
I Date Date
This signed form (original) must be sent with a check for the Inquiry amount (to "Qwest"
to:
Manager, Qwest Joint Use, 700 W. Mineral Ave. MT G28.24 Littleton, CO 80120
A copy of this form must be sent with two acceptably-detailed maps showing the
requested route to:
Qwest Service Representative at: who~esale.servicesupportteam~qwest.com Put "Agree
on signature line.
WSP- T-Exhibit D 23-
ATTACHMENT
General Agreement
BAN Number:
Poles/lnnerduct Verification/ROW Access Agreement Preparation Costs Quotation
Date Nonrefundable Received:Date Replied to WSP:
NOTE: THIS ATTACHMENT WILL BE COMPLETED BY QWEST AND SENT TO THE
WSP FOR SIGNATURE AFTER THE DATABASE INQUIRY IS COMPLETE.**
Estimated Costs Number Total Charge
1. Pole Field Verification Fee (10 pole minimum)
2. Innerduct Field Verification Fee
3. Preparation of private ROW documents
4. Access Agreement Prep. and Consideration$lO/ Access Agreement
5. Estimated Interval to Complete Items 1 or2 or 3 and/or 4:
Working Days
Comments:
By signing below and providing payment of the Total Estimated Costs identified above
the WSP desires Qwest to proceed with the processing of its field survey/preparation of
Access Agreements , and acknowledges receipt of this General Information, including the
General Terms and Conditions under which Qwest offers such ROW/Poles/lnnerduct.
The WSP acknowledges the above costs are estimates only and WSP may be
financially responsible for final actual costs which exceed this estimate, or receive credit
if requested. Quotes expire in 30 days.
Qwest Corporation
Siqnature Signature
Name Typed or Printed Name Typed or Printed
Title Title
WSP- T -Exhibit D 23-
I Date Date
The original signed form must be sent with a check for the verification amount to:
Manager, Qwest WSP Joint Use, 700 W. Mineral Ave. MT G28., Littleton, CO
80120. An email copy of this form must be sent to: wsst~qwest.com, with "Agree" on the
signature line.
WSP- T-Exhibit D 23-
ATTACHMENT 2
Poles/lnnerduct Order General Agreement -
BAN Number:
NOTE: THIS FORM WILL BE COMPLETED BY QWEST AND SENT TO WSP FOR
SIGNA TURE**
Make-ready Work required: Yes ) No
Received
Date
If Yes is checked , estimated Make-ready costs: $
The following Attachments are hereby incorporated by reference into this Order:
1 . Term - Effective Date - 2. Summary of Field Results (including Make-Ready work if required).3. When placing fiber, WSP must:
a. provide Qwest representative, a final design of splice, racking and slack locations in Qwest utility
holes.
b. tag all equipment located inion Qwest's facilities from beginning of the route to the end , and at
the entrance and exit of each utility hole with the following information: (1) WSP's Name and
Contact Number, (2) Contract Number and Date of Contract, (3) Number of Fibers in the
Innerduct and Color of Occupied Innerduct.
thO Pnnuaecurnnqames or erml:
Total Annual
Annual Charqe Quantitv Charae
1. Pole Attachment, Per Pole
, Innerduct Occupancy, Per Foot
Request conf. call for Construction?YES
Please check YES if construction by Qwest is needed for access to Qwest manholes (e.g. core
drills, stubouts, not innerduct placement) For Poles, quantity is based on the number of vertical
feet used (One cable attachment = one foot). If you do not place an order at this time, these
Polesllnnerduct will be assigned on a first come-first served basis.
Additional Comments: THE ESTIMATED COSTS ARE FOR THE INSTAllATION OF
INNERDUCT OR REARRANGEMENT PER THE WORK SHEETS. THE ANNUAL RECURRING
CHARGE FOR YEAR 2001 HAS BEEN PRORATED TO IDAY * DAYS).
PLEASE PROVIDE PAYMENT FOR THE MAKE-READY COSTS AND THE PRORATED 2001
RECURRING FEE ALONG WITH THIS SIGNED ORDER
By signing below and providing payment of the Make-ready costs and the first year s prorated
Annual Recurring Charge (or, if WSP requests Semiannual billing, then the first half-year
prorated Semiannual Recurring Charge), the WSP desires Qwest to proceed with the Make-ready
Work identified herein and acknowledges receipt of the General Terms and Conditions under
which Qwest offers such Poles/lnnerduct. By signing this document you are agreeing to the
access described herein. Quotes expire in 90 days.
Return this signed form and check to: Manager, Joint Use Supervisor, 700 W. Mineral
Ave. MT G28.24 Littleton, CO 80120. Send a copy to: wholesale.service
supportteam~qwest.com .
WSP- T -Exhibit D 23-
Qwest Corporation
SiQnatur~SiQnature
Name Typed or Printed Name Typed or Printed
Title Title
Date Date
WSP- T-Exhibit D 23-
ATTACHMENT 3
General Agreement:
QWEST RIGHT OF WAY ACCESS, POLE ATTACHMENT AND/OR INNERDUCT
OCCUPANCY
GENERAL TERMS AND CONDITIONS
This is an Agreement between ("WSP") and Qwest
Corporation ("Qwest"), for one or more Orders for the WSP to obtain access to Qwest's
Right-of-Way ("ROW") and/or to install/attach and maintain their communications
facilities ("Facilities ) to Qwest's Poles and/or placement of Facilities on or within
Qwest's Innerduct (collectively "Poles/lnnerduct") described in the General Information
and WSP Map, which are incorporated herein by this reference (singularly "Order" or
collectively, "Orders ). If there is no other effective agreement (i.an Interconnection
Agreement) between WSP and Qwest concerning access to Poles, Ducts and ROW
then this Agreement/Attachment 3 must be executed by both parties in order to start the
Inquiry Review and in order for WSP to obtain access to Poles, Ducts and/or ROW.
SCOPE.
. Subject to the provisions of this Agreement, Qwest agrees to issue to
WSP for any lawful telecommunications purpose, (a) one or more
nonexclusive, revocable Orders authorizing WSP to attach , maintain
rearrange, transfer, and remove at its sole expense its Facilities on
Poles/lrinerduct owned or controlled by Qwest, and/or (b) access to
Qwest's ROW to the extent that (i) such ROW exists, and (ii) Qwest has
the right to grant access to the WSP. Any and all rights granted to WSP
shall be subject to and subordinate to any future local , state and/or
federal requirements , and in the case of ROW, to the original document
granting the ROW to Qwest or its predecessors.
Except as expressly provided herein , nothing in this Agreement shall be
construed to require or compel Qwest to construct, install, modify, or
place any Polesllnnerduct or other facility for use by WSP or to obtain any
ROW for WSP's use.
Qwest agrees to provide access to ROW/Poles/lnnerduct in accordance
with the applicable local , state or federal law, rule, or regulation
incorporated herein by this reference, which governs this Agreement in
the state in which Poles/lnnerduct is provided.
TERM. Any Order issued under this Agreement for Pole attachments or
Innerduct occupancy shall continue in effect for the term specified in the Order.
Any access to ROW shall be non-exclusive and perpetual , subject to the terms
and conditions of the Access Agreement (as hereinafter defined) and the original
instrument granting the ROW to Qwest. This Agreement shall continue during
such time WSP is providing Polesllnnerduct attachments under any Order to this
Agreement.
WSP- T -Exhibit D 23-
TERMINATION WITHOUT CAUSE.
3.4
To the extent permitted by law, either party may terminate this Agreement
(which will have the effect of terminating all Orders hereunder), or any
individual Order(s) hereunder, without cause, by providing notice of such
termination in writing and by certified Mail to the other party. The written
notice for termination without cause shall be dated as of the day it is
mailed and shall be effective no sooner than one hundred twenty (120)
calendar days from the date of such notice.
Termination of this Agreement or any Order hereunder does not release
either party from any liability under this Agreement that may have accrued
or that arises out of any claim that may have been accruing at the time of
termination, including indemnity, warranties , and confidential information.
If Qwest terminates this Agreement for Cause, or if WSP terminates this
Agreement without Cause, WSP shall pay termination charges equal to
the amount of fees and charges remaining on the terminated Order(s)
and shall remove its Facilities from the Polesllnnerduct within sixty (60)
days, or cause Qwest to remove its Facilities from the Poles/lnnerduct at
WSP's expense; provided , however, that WSP shall be liable for and pay
all fees and charges provided for in this Agreement to Qwest until WSP'
Facilities are physically removed. Notwithstanding anything herein to the
contrary, upon the termination of this Agreement for any reason
whatsoever, all Orders hereunder shall simultaneously terminate.
If this Agreement or any Order is terminated for reasons other than
Cause, then WSP shall remove its Facilities from Polesllnnerduct within
one hundred and eighty (180) days from the date of termination; provided
however, that WSP shall be liable for and pay all fees and charges
provided for in this Agreement to Qwest until WSP'Facilities are
physically removed.
Qwest may abandon or sell any Poles/lnnerduct at any time by giving
written notice to the WSP. Upon abandonment of Polesllnnerduct, and
with the concurrence of the other WSP(s), if necessary, WSP shall, within
sixty (60) days of such notice, either apply for usage with the new owner
or purchase the Polesllnnerduct from Qwest, or remove its Facilities
therefrom. Failure to remove its Facilities within sixty (60) days shall be
deemed an election to purchase the Poles/lnnerduct at the current market
value.
CHARGES AND BilLING.
WSP agrees to pay Qwest Polesllnnerduct usage fees ("Fees ) as
specified in the Order. Fees will be computed in compliance with
applicable local, state and Federal law, regulations and guidelines. Such
Fees will be assessed, in advance on an annual basis. Annual Fees will
be assessed as of January 1 st of each year. Fees are not refundable
except as expressly provided herein. WSP shall pay all applicable Fees
and charges specified herein within thirty (30) days from receipt of
WSP- T-Exhibit D 23-
invoice. Any outstanding invoice will be subject to applicable finance
charges.
Qwest has the right to revise Fees, at its sole discretion , upon written
notice to WSP within at least sixty (60) days prior to the end of any annual
billing period.
INSURANCE. The WSP shall obtain and maintain at its own cost and expense
the following insurance during the life of the Contract:
5.4
Workers' Compensation and/or Longshoremen s and Harbor Workers
Compensation insurance with (1) statutory limits of coverage for all
employees as required by statute; and (2) although not required by
statute, coverage for any employee on the job site; and (3) Stop Gap
liability or employer liability insurance with a limit of One Hundred
Thousand Dollars ($100 000.00) for each accident.
General liability insurance providing coverage for underground hazard
coverage (commonly referred to as "U" coverage), products/completed
operations , premises operations, independent contractor protection
(required if contractor subcontracts the work), broad form property
damage and contractual liability with respect to liability assumed by the
WSP hereunder. This insurance shall also include: (1) explosion hazard
coverage (commonly referred to as "X" coverage) if the work involves
blasting and (2) collapse hazard coverage (commonly referred to as "
coverage) if the work may cause structural damage due to excavation
burrowing, tunneling, caisson work, or under-pinning. The limits of liabilityfor this coverage shall be not less than One Million Dollars
($1 000 000.00) per occurrence combined single limit for bodily injury or
property damage. These limits of liability can be obtained through any
combination of primary and excess or umbrella liability insurance.
Comprehensive automobile liability insurance covering the use and
maintenance of owned non-owned and hired vehicles. The limits of
liability for this coverage shall be not less than One Million Dollars
($1 000 000.00) per occurrence combined single limit for bodily injury or
property damage. These limits of liability can be obtained through any
combination of primary and excess or umbrella liability insurance.
Qwest may require the WSP from time-to-time during the life of the
Contract to obtain additional insurance with coverage or limits in addition
to those described above. However, the additional premium costs of any
such additional insurance required by Qwest shall be borne by Qwest
and the WSP shall arrange to have such costs billed separately and
directly to Qwest by the insuring carrier(s). Qwest shall be authorized by
the WSP to confer directly with the agent(s) of the insuring carrier(s)
co!,!cerning the extent and limits of the WSP's insurance coverage
order to assure the sufficiency thereof for purposes of the work
performable under the Contract and to assure that such coverage as a
hole with respect to the work performable are coordinated from the
standpoint of adequate coverage at the least total premium costs.
WSP- T-Exhibit D 23-
The insuring carrier(s) and the form of the insurance policies shall be
subject to approval by Qwest. The WSP shall forward to Qwest,
certificates of such insurance issued by the insuring carrier(s). The
insuring carrier(s) may use the ACORD form , which is the Insurance
Industries certificate of insurance form. The insurance certificates shall
provide that: (1) Qwest is named as an additional insured; (2) thirty (30)
calendar days prior written notice of cancellation of, or material change or
exclusions in , the policy to which the certificates relate shall be given to
Qwest; (3) certification that underground hazard overage (commonly
referred to as "U" coverage) is part of the coverage; and (4) the words
pertains to all operations and projects performed on behalf of the
certificate holder" are included in the description portion of the certificate.
The WSP shall not commence work hereunder until the obligations of the
WSP with respect to insurance have been fulfilled. The fulfillment of such
obligations shall not relieve the WSP of any liability hereunder or in any
way modify the WSP's obligations to indemnify Qwest.
Whenever any work is performed requiring the excavation of soil or use of
heavy machinery within fifty (50) feet of railroad tracks or upon railroad
right-of-way, a Railroad Protective Liability Insurance policy will be
required. Such policy shall be issued in the name of the Railroad with
standard limits of Two Million Dollars ($2 000 000.00) per occurrence
combined single limit for bodily injury, property damage or physical
damage to property with an aggregate limit of Six Million Dollars
($6,000,000.00). In addition, said policy shall name Qwest and the
WSP/SubWSP on the declarations page with respect to its interest in
these specific job. Said insurance policy shall be in form and substance
satisfactory both to the Qwest and the Railroad and shall be delivered to
and approved by both parties prior to the entry upon or use of the
Railroad Property.
Whenever any work must be performed in the Colorado State Highway
right-of-way, policies and certificates of insurance shall also name the
State of Colorado as an additional insured. Like coverage shall be
furnished by or on behalf of any subcontractor. Copies of said certificates
must be available on site during the performance of the work.
CONSTRUCTION AND MAINTENANCE OF FACILITIES.
Qwest retains the right, in its sole judgment, to determine the availability
of space on Polesllnnerduct. When modifications to a Qwest spare
conduit include the placement of innerduct, Qwest retains the right to
install the number of innerducts required to occupy the conduit structure
to its full capacity. In the event Qwest determines that rearrangement ofthe existing facilities on Poles/lnnerduct is required before WSP'
Facilities can be accommodated, the cost of such modification will be
included in the WSP'nonrecurring charges for the associated
Polesllnnerduct Order.
WSP- T-Exhibit 0 23-
6.4.
WSP shall be solely responsible for obtaining the necessary underlying
legal authority to occupy Polesllnnerduct on governmental, federal
Native American, and private rights of way, as applicable, and Owest
does not warrant or represent that providing WSP with access to the
Polesllnnerduct in any way constitutes such legal right. The WSP shall
obtain any necessary permits, licenses, bonds, or other legal authority
and permission, at the WSP's sole expense, in order to perform its
obligations under this Agreement. The WSP shall contact all owners of
public and private rights-of-way, as necessary, to obtain written
permission required to perform the work prior to entering the property or
starting any work thereon and shall provide Owest with written
documentation of such legal authority prior to placement of its facilities on
or in the Poles/lnnerduct. The WSP shall comply with all conditions of
rights-of-way and Orders.
WSP's Facilities shall be placed and maintained in accordance with the
requirements and specifications of the current applicable standards
Bellcore Manual of Construction Standards , the National Electrical Code
the National Electrical Safety Code, and the rules and regulations of the
Occupational Safety and Health Act, all of which are incorporated herein
by reference, and any governing authority having jurisdiction of the
subject matter of this Agreement. Where a difference in specifications
exists , the more stringent shall apply. Failure to maintain Facilities in
accordance with the above requirements shall be Cause as referenced in
Section 3 to this Agreement for termination of the Order in question.
Termination of more than two (2) Orders in any twelve-month period
pursuant to the foregoing sentence shall be Cause as referenced in
Section 3 for termination of this Agreement. Owest's procedures
governing its standard maintenance practices shall be made available
upon request for public inspection at the appropriate Owest premises.
WSP's procedures governing its standards maintenance practices for
Facilities shall be made available to Owest upon written request. WSP
shall within thirty (30) days comply and provide the requested information
to Owest to bring their facilities into compliance with these terms and
conditions.
In the event of any service outage affecting both Owest and WSP, repairs
shall be effectuated on a priority basis as established by local , state or
federal requirements, or where such requirement do not exists, repairs
shall be made in the following order: electrical , telephone (local),
telephone (long distance), and cable television, or as mutually agreed to
by the users of the effected Polesllnnerduct.
In the event of an infrastructure outage, the WSP should contact their
Network Maintenance Center at 1-800-223-7881 or the WSP may contact
their Account Manager at the Interconnect Service Center.
MODIFICATION TO EXISTING POLESIINNERDUCT.
If WSP requests Owest to replace or modify existing Polesllnnerduct to
increase its strength or capacity for the benefit of the WSP and Owest
WSP- T-Exhibit 0 23-
determines in its sole discretion to provide the requested capacity, the
WSP shall pay Qwest the total replacement cost, Qwest's cost to transfer
its attachments, as necessary, and the cost for removal (including
destruction fees) of any replaced Poles/lnnerduct, if such is necessary.
Ownership of new Poles/lnnerduct shall vest in Qwest. To the extent that
a modification is incurred for the benefit of multiple parties, WSP shall pay
a proportionate share of the total cost as outlined above , based on the
ratio of the amount of new space occupied by the Facilities to the total
amount of space occupied by all parties joining the modification.
Modifications that occur in order to bring Poles/lnnerduct into compliance
with applicable safety or other requirements shall be deemed to be for the
benefit of the multiple parties and WSP shall be responsible for its pro
rata share of the modification cost. Except as set forth herein, WSP shall
have no obligation to pay any of the cost of replacement or modification of
Poles/lnnerduct requested solely by third parties.
Written notification of modification initiated by or on behalf of Qwest shallbe provided to WSP at least sixty (60) days prior to beginning
modifications if such modifications are not the result of an emergency
situation. Such notification shall include a brief description of the nature
and scope of the modification. If WSP does not rearrange its facilitates
within sixty (60) days after receipt of written notice from Qwest requesting
such rearrangement, Qwest may perform or cause to have performed
such rearrangement and WSP shall pay for cost thereof. No such notice
shall be required in emergency situations or for routine maintenance of
Poles/lnnerduct.
INSPECTION OF FACILITIES. Qwest reserves the right to make final
construction, subsequent and periodic inspections of WSP's facilities occupying
the Poles/lnnerduct system. WSP shall reimburse Qwest for the cost of such
inspections except as specified in Section 8 hereof.
8.4.
WSP shall provide written notice to Qwest, at least fifteen (15) days in
advance, of the locations where WSP's plant is to be constructed.
The WSP shall forward Exhibit A, entitled "Pulling In Report" attached
hereto and incorporated herein by this reference, to Qwest within five (5)
business days of the date(s) of the occupancy.
Qwest shall provide written notification to WSP within seven (7) days
the date of completion of a final construction inspection.
Where final construction inspection by Qwest has been completed , WSP
shall be obligated to correct non-complying conditions within thirty (30)
days of receiving written notice from Qwest. In the event the correctionsare not completed within the thirty (30)-day period, occupancy
authorization for the Poles/lnnerduct system where non-complying
conditions remain uncorrected shall terminate immediately, regardless of
whether WSP has energized the facilities occupying said Poles/lnnerduct
system, unless Qwest has provided WSP a written extension to comply.
WSP shall remove its facilities from said Polesllnnerduct in accordance
WSP- T-Exhibit 0 23-
with the provisions set forth in Section 10 of this Agreement. No further
occupancy authorization shall be issued to WSP until such non-complying
conditions are corrected or until WSP's facilities are removed from the
Pole/Conduit system where such non-complying conditions exist.
agreed to in writing, by both parties , Qwest shall perform such corrections
and WSP shall pay Qwest the cost of performing such work. Subsequent
inspections to determine if appropriate corrective action has been taken
my be made by Qwest.
Once the WSPs facilities occupy Qwest Polesllnnerduct system and
Exhibit A has been received by Qwest, Qwest may perform periodic
inspections. The cost of such inspections shall be borne by Qwest
unless the inspection reveals any violations , hazards, or conditions
indicating that WSP has failed to comply with the provisions set forth in
this Agreement, in which case the WSP shall reimburse Qwest for full
costs of inspection , and re-inspection to determine compliance asrequired. A WSP representative may accompany Qwest on field
inspections scheduled specifically for the purpose of inspecting WSP'
Facilities; however, WSP's costs associated with its participation in such
inspections shall be borne by WSP. Qwest shall have no obligation to
notify WSP, and WSP shall have no right to attend , any routine field
inspections.
The costs of inspections made during construction and/or the final
construction survey and subsequent inspection shall be billed to the WSP
within thirty (30) days upon completion of the inspection.
Final construction , subsequent and periodic inspections or the failure to
make such inspections, shall not impose any liability of any kind upon
Qwest, and shall not relieve WSP of any responsibilities, obligations, or
liability arising under this Agreement.
UNAUTHORIZED FACILITIES
If any facilities are found attached to Poles/lnnerduct for which no Order
is in effect, Qwest, without prejudice to any other rights or remedies under
this Agreement, shall assess an unauthorized attachment administrative
fee of Two Hundred Dollars ($200.00) per attachment per Pole or
innerduct run between manholes, and require the WSP to submit in
writing, within ten (10) day after receipt of written notification from Qwest
of the unauthorized occupancy, a Poles/lnnerduct application. Qwest
shall waive the unauthorized attachment fee if the following conditions are
both met: (1) WSP cures such unauthorized attachment (by removing it
or submitting a valid Order for attachment in the form of Attachment 2 of
Exhibit 0 , within thirty (30) days of written notification from Qwest of the
unauthorized attachment; and (2) the unauthorized attachment did not
require Qwest to take curative measures itself (e., pulling additional
innerduct) prior to the cure by WSP. Qwest shall also waive the
unauthorized attachment fee if the unauthorized attachment arose due to
error by Qwest rather than by WSP. If such application is not received by
Qwest within the specified time period, the WSP will be required to
WSP- T-Exhibit 0 23-
10.
remove its unauthorized facility within ten (10) days of the final date for
submitting the required application, Qwest may remove the WSP'
facilities without liability, and the cost of such removal shall be borne by
the WSP.
For the purpose of determining the applicable charge , the unauthorized
Polesllnnerduct occupancy shall be treated as having existed for a period
of five (5) years prior to its discovery, and the charges, as specified in
Section 4, shall be due and payable forthwith whether or not WSP is
ordered to continue the occupancy of the Poles/lnnerduct system.
No act or failure to act by Qwest with regard to an unauthorized
occupancy shall be deemed to constitute the authorization of the
occupancy; any authorization that may be granted subsequently shall not
operate retroactively or constitute a waiver by Qwest of any of its rights of
privileges under this Agreement or otherwise.
REMOVAL OF FACILITIES. Should Qwest, under the provisions of this
Agreement, remove WSP's Facilities from the Polesllnnerduct covered by any
Order (or otherwise), Qwest will deliver the Facilities removed upon payment by
WSP of the cost of removal , storage and delivery, and all other amounts due
Qwest. If payment is not received by Qwest within thirty (30) days, WSP will be
deemed to have abandoned such facilities, and Qwest may dispose of said
facilities as it determines to be appropriate. If Qwest must dispose of said
facilities, such action will not relieve WSP of any other financial responsibility
associated with such removal as provided herein. If WSP removes its Facilities
from Poles/lnnerduct for reasons other than repair or maintenance purposes, the
WSP shall have no right to replace such facilities on the Poles/lnnerduct until
such time as all outstanding charges due to Qwest for previous occupancy have
been paid in full. WSP shall submit Exhibit B, entitled "Notification of Surrender
of Modification of Conduit Occupancy License by WSP " or Exhibit C, entitled
Notification of Surrender of Modification of Pole Attachment by WSP " each as
attached hereto, advising Qwest as to the date on which the removal of Facilities
from each Poles/lnnerduct has been completed.
11.INDEMNIFICATION AND LIMITATION OF LIABILITIES. WSP shall indemnify
and hold harmless Qwest, its owners, parents, subsidiaries , affiliates, agents
directors, and employees against any and all liabilities, claims, judgments
losses , orders , awards, damages, costs, fines , penalties, costs of defense, and
attorneys' fees ("Liabilities ) to the extent they arise from or in connection with:
(1) infringement, or alleged infringement, of any patent rights or claims caused
or alleged to have been caused, by the use of any apparatus, appliances,
equipment, or parts thereof, furnished , installed or utilized by the WSP; (2) actual
or alleged fault or negligence of the WSP, its officers, employees, agents
subcontractors and/or representatives; (3) furnishing, performance , or use of any
material supplied by WSP under this Contract or any product liability claims
relating to any material supplied by WSP under this Contract; (4) failure of WSP
its officers, employees, agents, subcontractors and/or representatives to comply
with any term of this Contract or any applicable local , state, or federal law or
regulation , including but not limited to the OSH Act and environmental protection
laws; (5) assertions under workers' compensation or similar employee benefit
WSP- T-Exhibit D 23-
acts by WSP or its employees, agents , subcontractors, or subcontractors
employees or agents; (6) the acts or omissions (other than the gross negligenceor willful misconduct) of Qwest its officers, employees , agents, and
representatives, except as otherwise provided in paragraphs 11.3 and 11.4
below; and/or, (7) any economic damages that may rise, including damages for
delay or other related economic damages that the Qwest or third parties may
suffer or allegedly suffer as a result of the performance or failure to perform work
by the WSP. If both Qwest and the WSP are sued as a result of or in connection
with the performance of work arising out of this Contract, the parties hereby
agree that the defense of the case (including the costs of the defense and
attorneys' fees) shall be the responsibility of the WSP , if Qwest desires. Qwest
shall give the WSP reasonable written notice of all such claims and any suits
alleging such claims and shall furnish upon the WSP's request and at the WSP'
expense all information and assistance available to the Qwest for such defense.
The parties shall employ Article 13, Dispute Resolution, to resolve any dispute
concerning the proportional fault and liability after the underlying case is
terminated.
11.
11.
11.
11.4
IF WORK IS PERFORMED IN THE STATE OF WASHINGTON
UNDER THIS GENERAL CONTRACT, THE WSP ACKNOWLEDGES
AND AGREES THAT THIS INDEMNIFICATION OBLIGATION SHALL
INCLUDE, BUT IS NOT LIMITED TO, ALL CLAIMS AGAINST
QWEST BY AN EMPLOYEE OR FORMER EMPLOYEE OF THE
WSP , AND THE WSP EXPRESSLY WAIVES ALL IMMUNITY AND
LIMITATION ON LIABILITY UNDER ANY INDUSTRIAL INSURANCE
ACT, OTHER WORKERS' COMPENSATION ACT, DISABILITY
BENEFIT ACT, OR OTHER EMPLOYEE BENEFIT ACT OF ANY
JURISDICTION WHICH WOULD OTHERWISE BE APPLICABLE IN
. THE CASE OF SUCH A CLAIM.
Except as expressly provided herein, NEITHER PARTY SHALL BE
LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT
SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND
INCLUDING BUT NOT LIMITED TO, ANY LOSS OF USE , LOSS OF
BUSINESS OR LOSS OF PROFIT; provided , however, there shall be
no limitation on a party s liability to the other for any fines or penalties
imposed on the other party by any court of competent jurisdiction or
federal, state or local administrative agency resulting from the failure
of the party to comply with any term or condition of this Contract or
any valid and applicable law, rule or regulation.
FOR ANY WORK PERFORMED IN ARIZONA, IDAHO SOUTH
DAKOTA, UTAH OR WASHINGTON , SECTION 11(6) SHALL NOT
EXTEND TO THE SOLE NEGLIGENCE OF QWEST BUT SHALL
EXTEND TO THE NEGLIGENCE OF QWEST WHEN
CONCURRENT WITH THAT OF THE WSP.
FOR ANY WORK PERFORMED IN THE STATES OF MINNESOTA,
NEBRASKA NEW MEXICO, OR OREGON ARTICLE 11 SHALL
NOT APPLY EXCEPT THAT SECTION 11 SHALL APPLY FOR
WORK PERFORMED IN MINNESOTA FOR MAINTENANCE OR
WSP- T-Exhibit D 23-
REPAIR OF MACHINERY, EQUIPMENT, OR OTHER SUCH
DEVICES, USED AS PART OF A MANUFACTURING , COVERING,
OR OTHER PRODUCTION PROCESS INDULGING ELECTRIC
GAS, STEAM , AND TELEPHONE UTILITY EQUIPMENT USED FOR
PRODUCTION, TRANSMISSION, OR DISTRIBUTION PURPOSES.
FORCE MAJEURE12.
12.
12.
12.
12.4
The WSP shall be excused from its performance as to any Order
prevented by acts or events beyond the WSP's reasonable control
including extreme weather conditions , strikes, fires, embargoes, actions
of civil or military law enforcement authorities , acts of God, or acts of
legislative, judicial , executive, or administrative authorities.
If such contingency occurs, Qwest may elect:
12.1 To terminate this Agreement as to the Order in question; or
12.2 To terminate already-assigned specific work assignment(s) the
WSP is unable to perform, or any part thereof, and to assign new
specific work assignments to other parties for the duration of the
cause of the delay; or
12.3 To suspend already-assigned specific work assignment(s) the
WSP is unable to perform , or any part thereof, for the duration of
the cause of the delay; and to assign new specific work
assignments to other parties for the duration of the cause of the
delay.
Qwest shall be deemed to have elected Section 12.3 above unless
written notice of termination is given by Qwest after the contingency
occurs. With respect to Qwest's election of Section 12.3 above:
12.1 Owest shall give the WSP written notice of the work to be
performed by such other party prior to its performance and
shall deduct from the WSP's price the cost of the work or
services actually performed by such other parties.
12.3.2 The WSP shall resume performance, and complete any
work not performed or to be performed by another party,
once the delaying cause ceases.
12.3 If appropriate, at the Qwest's discretion , the time for
completion of specific work assignment(s) shall be
extended up to the length of time the contingency en.dured.
Qwest shall be excused from its performance if prevented by acts or
events beyond the Owest's reasonable control including extreme weather
conditions, strikes, fires, embargoes, actions of civil or military law
enforcement authorities , acts of God, or acts of legislative, judicial
executive , or administrative authorities.
WSP- T-Exhibit D 23-
13.
14.
DISPUTE RESOLUTION.
13.1. Other than those claims over which a regulatory agency has exclusive
jurisdiction , all claims , regardless of legal theory, whenever brought and
whether between the parties or between one of the parties to this
Agreement and the employees, agents or affiliated businesses of the
other party, shall be resolved by arbitration. A single arbitrator engaged
in the practice of law and knowledgeable about telecommunications law
shall conduct the arbitration in accordance with the then current rules of
theAmerican Arbitration Association ("AAA") unless otherwise provided
herein. The arbitrator shall be selected in accordance with AAA
procedures from a list of qualified people maintained by AAA. The
arbitration shall be conducted in the regional AAA office closest to where
the claim arose.
13.2. All expedited procedures prescribed by the AM shall apply. The
arbitrator s decision shall be final and binding and judgment may be
entered in any court having jurisdiction thereof.
13.3. Other than the determination of those claims over which a regulatory
agency has exclusive jurisdiction , federal law (including the provisions of
the Federal Arbitration Act, 9 U.C. Sections 1-16) shall govern and
control with respect to any issue relating to the validity of this Agreement
to arbitrate and the arbitrability of the claims.
13.4. If any party files a judicial or administrative action asserting claims subject
to arbitration, and another party successfully stays such action and/or
compels arbitration of such claims, the party filing the action shall pay the
other party s costs and expenses incurred in seeking such stay or
compelling arbitration , including reasonable attorney s fees.
LAWFULNESS. This Agreement and the parties' actions under this Agreement
shall comply with all applicable federal , state , and local laws, rules, regulations
court orders, and governmental agency orders. Any change in rates , charges or
regulations mandated by the legally constituted authorities will act as a
modification of any contract to that extent without further notice. This Agreement
shall be governed by the laws of the state where Polesllnnerduct is provided.
Nothing contained herein shall substitute for or be deemed a waiver of the
parties' respective rights and obligations under applicable federal , state and local
laws, regulations and guidelines , including (without limitation) Section 224 of the
Communications Act of 1934 , as amended (47 U.C. 224). The WSP
represents that it is a certified Competitive Local Exchange Carrier or otherwise
has the legal right, pursuant to 47 U.C. 224 to attach to Qwest's pole pursuant
to the terms thereof. The WSP acknowledges that Qwest will rely on the
foregoing representation , and that if such representation is not accurate, this
Agreement shall be deemed void ab initio except for Article 9 hereof, for which
WSP shall remain fully liable.
15.SEVERABILITY. In the event that a court, governmental agency, or regulatory
agency with proper jurisdiction determines that this Agreement or a provision of
WSP- T -Exhibit D 23-
this Agreement is unlawful , this Agreement, or that provision of the Agreement to
the extent it is unlawful, shall terminate. If a provision of this Agreement is
terminated but the parties can legally, commercially and practicably continue
without the terminated provision, the remainder of this Agreement shall continue
in effect.
16.GENERAL PROVISIONS.
16.Failure or delay by either party to exercise any right, power, or privilege
hereunder, shall not operate as a waiver hereto.
16.This Agreement shall not be assignable by WSP without the express
written consent of Owest, which shall not be unreasonably withheld.
Assignment of this Agreement by WSP to WSP's subsidiary or affiliate
shall be presumed to be reasonable; provided , however, that WSP must
obtain Owest's consent in any event.
16.This Agreement benefits WSP and Owest. There are no third party
beneficiaries.
16.4 This Agreement constitutes the entire understanding between WSP and
Owest with respect to Service provided herein and supersedes any prior
agreements or understandings.
WSP- T-Exhibit D 23-
The parties hereby execute and authorize this Agreement as of the latest date shown
below:
WSP Qwest Corporation
Signature Signature
Name Typed or Printed
Pat Finley
Name Typed or Printed
Title
PRODUCT MANAGER
Title
Date Date
Address for Notices Address for Notices
Qwest Corporation
1801 California, Rm. 2160
Denver, CO 80202
Contact:Contact: PAT FINLEY
Phone:Phone:[phone]
FAX:FAX:[phone]
WSP- T-Exhibit D 23-
EXHIBIT A
PULLING IN REPORT
This report is to be completed by the WSP when fiber cable is placed into innerduct.
Send to:
Sandie Thomas. Qwest Corp
700 W Mineral. Rm IAF12
Littleton. CO 80120 (303-707-7904)
This is to advise you that pursuant to General Agreement No.
granted to us under the terms of the Innerduct Agreement dated
we have completed installation of the following cable into the following ducts.
Municipality
Location
From
Manhole at
Installed
Manhole at
Cable and
Equipment
Name of WSP
By:
Title:
Receipt of the above report is hereby acknowledged
Qwest Corporation
By:
Title:
Reports shall be submitted in duplicate.
A complete description of all facilities shall be given, including a print showing the
locations, quantities, sizes and types of all cables and equipment.
WSP- T-Exhibit D 23-
Sketch to be furnished showing duct used. Must be same duct assigned to
Licensee by Licensor as shown on Exhibit -' unless a change has been
previously authorized in writing by Licensor.
WSP- T -Exhibit D 23-
EXHIBIT B
WSP:
NOTIFICATION OF SURRENDER OR MODIFICATION
OF CONDUIT OCCUPANCY ORDER BY WSP
Return to:
Sandie Thomas. Owest Corp
700 W Mineral Rm IAF12
Littleton, CO 80120
In accordance with the terms and conditions of this Agreement between us, dated
~,
notice is hereby given that the licenses covering occupancy of the
following conduit are surrendered (and/or modified as indicated in Licensee s prior
notification to Licensor, dated , 20 ) effective
CONDUIT LOCATION LlC. NO. &SURRENDER OR DATE
DATE MODIFICATION FAC. RMVD. OR
MODIFIED
Name of Licensor Name of Co- Provider
Date Notification Received
, Title
Date Modification Accepted
Discontinued:Total duct footage
WSP- T-Exhibit D 23-
EXHIBIT C
NOTIFICATION OF SURRENDER OR MODIFICATION
OF POLE ATTACHMENT ORDER BY WSP
WSP:
Return to:
Sandie Thomas. Owest Corp
700 W Mineral Rm IAF12
Littleton, CO 80120
In accordance with the terms and conditions of the Agreement between Owest
and WSP, dated , notice is hereby given that the licenses covering
attachments to the following poles and/or anchors, and/or utilization of anchor/guy strand
is surrendered (or modified as indicated in WSP's prior notification to Owest, dated
, 20 ) effective
POLE NO.ASSOC. POLE LlC. NO. &SURRENDER OR DATE FAC.
NO.DATE,MODIFICATION RMVD OR
MODIFIED
AIGS -
AIGS -
AIGS -
AIGS -
AIGS -
AIGS -
AIGS -
AIGS -
AIGS -
Date Notification Received
Date Modification Received
By:Name of WSP
Discontinued:
Poles
Anchors
By:
Anchor/Guy Strands Its:
WSP- T-Exhibit D 23-
ATTACHMENT 4
FORM OF ACCESS AGREEMENT
After recording, please return to:
Sandie Thomas
700 W Mineral, Rm IAF12
Littleton, CO 80120
ACCESS AGREEMENT
THIS ACCESS AGREEMENT (this "Aqreement") is made as of the day of
' 20 , by and between QWEST CORPORATION , a Colorado corporation
successor in interest to U S WEST COMMUNICATIONS, INC., a Colorado corporation
Grantor"
),
whose address is and
whose address is Grantee
RECITALS
A. This Agreement relates to certain real property (the "Property ) located inthe County of (the "County ), State of (the "State
B. A copy of an agreement purporting to grant to Grantor certain rights to
. use the Property, as described therein (the "Easement Riqhts ), is attached as Exhibit A
(the "Riqht of Way Aqreement")
C. Pursuant to 42 U.C. 99 224 and 251(b)(5), Grantor, as a Local
Exchange Carrier, is required to provide access to rights-of-way to a requesting
telecommunications carrier, as defined in 42 U.C. 9 224. Grantee is a
telecommunications carrier that has requested access to Grantor s Easement Rights. To
comply with the aforementioned legal requirement, Grantor has agreed to share with
Grantee its Easement Rights, if any, relating to the Property, to the extent Grantor may
legally convey such an interest.
D. Subject to the terms and conditions set forth in this Agreement, Grantor
has agreed to convey to Grantee , without any representation or warranty, the right to
use the Easement Rights , and Grantee has agreed to accept such conveyance.
NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable
consideration , the receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:
1. Grant of Riqht of Access Grantor hereby conveys to Grantee and its
Authorized Users (as defined below) a non-exclusive, perpetual right to access and use
the Easement Rights, which right shall be expressly (a) subject to, subordinate to, and
WSP- T -Exhibit D 23-
limited by the Right of Way Agreement, and (b) subject to the terms and conditions
hereof. As used in this Agreement
, "
Authorized Users" of Owner, Grantor and Grantee
shall mean Owner, Grantor or Grantee, as applicable, their respective Affiliates and
agents, licensees , employees, and invitees, including, without limitation , contractors
subcontractors, consultants, suppliers, public emergency vehicles, shipping or delivery
vehicles, or construction vehicles. "Affiliates means, with respect to any Person , any
Person that controls , is controlled by or is under common control with such Person
together with its and their respective members, partners, venturers, directors, officers
stockholders, agents, employees and spouses. A Person shall be presumed to have
control when it possesses the power, directly or indirectly, to direct, or cause the
direction of, the management or policies of another Person, whether through ownership
of voting securities, by contract, or otherwise. "Person" means an individual
partnership, limited liability company, association, corporation or other entity.
2. Grantor s Reserved Riohts . Grantor reserves to itself and its Authorized
Users the right to use the Easement Rights for any purpose not incompatible with the
rights conveyed to Grantee by this Agreement.
3. Conditions Precedent to Effectiveness of Aoreement.This Agreement is
expressly conditioned on the following:
a. Recordation of Aoreement.If the Right-of-Way Agreement has been
publicly recorded , Grantee shall be responsible for assuring that the Agreement
is in appropriate form for recording in the real property records of the County,
shall pay for the recording thereof, and shall provide a copy of the recorded
Agreement to Grantor at the address set forth above. A legible copy of the Right
of Way Agreement must be attached to the Agreement when recorded or the
Agreement shall not be effective.
b. Payment of Costs and Expenses. Grantee shall pay to or reimburse
Grantor for all costs and expenses , including reasonable attorneys' fees , relating
to Grantor s execution and delivery of this Agreement.
4. Grantee Representations and Warranties
warrants to Grantor that:
Grantee represents and
a. Authoritv. Grantee is a , duly formed and validly existing
under the laws of the State of . All necessary action has been
taken by Grantee to execute and deliver this Agreement and to perform the
obligations set forth hereunder. Grantee is a "telecommunications carrier" as that
term is defined in 42 U.C. 9 224.
b. Due Dilioence. Grantee acknowledges and agrees that neither
Grantor nor any agent, employee, attorney, or representative of Grantor has
made any statements, agreements, promises, assurances, representations, or
warranties, whether in this Agreement or otherwise and whether express or
implied, regarding the Right of Way Agreement or the Easement Rights or the
assignability or further granting thereof, or title to or the environmental or other
condition of the Property. Grantee further acknowledges and agrees that
Grantee has examined and investigated to its full satisfaction the physical nature
and condition of the Property and the Easement Rights and that it is acquiring the
WSP- T-Exhibit D 23-
Easement Rights in an "AS IS , WHERE IS" condition. Grantee expressly waives
all claims for damages by reason of any statement, representation, warranty,
assurance , promise or agreement made, if any.
5. Grantee s Covenants.
a. Compliance with Riqht of Way Aqreement.Grantee agrees that the
rights granted by Grantor hereunder are expressly subject to, subordinate to, and
limited by the Right of Way Agreement , and Grantee further agrees to comply in
all respects with the terms and Gonditions of the Right of Way Agreement as they
apply to the holder or user of the Easement Rights. In the event Grantee fails to
observe or perform any of its obligations under the Right of Way Agreement
Grantor shall have the right, but not the obligation, to perform or observe such
obligation to the extent that such obligation can be observed or performed by
Grantor.
b. Compliance with Laws . Grantee agrees to use the Property and the
Easement Rights in compliance with all applicable laws.
c. No Further Grant.Grantee shall not grant to any Person other than
Grantee s Authorized Users the right to use the Easement Rights without the
prior written consent of Grantor, which consent may be granted or withheld in
Grantor s sole discretion.
d. Non-Interference. Grantee agrees that it will not interfere with Grantor s or
Grantor s Authorized Users' use of the Easement Rights and will not take any action or
fail to take any action that would negatively affect the Easement Rights or cause or
contribute to the termination of the Right of Way Agreement.
WSP- T -Exhibit D 23-
6. Indemnification.Grantee hereby agrees to indemnify, defend and hold
Owner, Grantor and their respective Affiliates harmless from and against any and all
claims, judgments, damages, liabilities , penalties, fines , suits , causes of action , costs of
settlement, and expenses (including, without limitation , reasonable attorneys' fees)
which may be imposed upon or incurred by Grantor or its Authorized Users , or any of
them , arising from, relating to or caused by Grantee s breach of this Agreement or the
use, or the use by any of Grantee s Authorized Users, of the Easement Rights. In
addition to the indemnity obligations described above, in the event that any act or
omission of Grantee or Grantee s Authorized Users causes, directly or indirectly, and
without reference to any act or omission of Owner, Grantor or their respective Authorized
users , the termination or revocation of the Easement Rights, Grantee shall be liable to
Grantor for all costs incurred in connection with (a) acquiring replacement Easement
Rights over the Property or over other suitable Property, as determined in Grantor s sole
judgment (the "Replacement Easement"), (b) the fully-loaded cost of constructing
replacement facilities over the Replacement Easement, (c) the cost of removing its
facilities and personal property from the Property, if required by the Right of Way
Agreement, and (d) any other costs of complying with the Right of Way Agreement
including, without limitation, reasonable attorneys' fees. Grantee shall pay all such
amounts within ten (10) days of receipt of any invoice for such costs delivered to
Grantee by Owner, Grantor or their respective Authorized Users.
7. Condemnation If any action is taken whereby the Right of Way Agreement
or any part of the Easement Rights are terminated, relocated or otherwise affected, by
any taking or partial taking by a governmental authority or otherwise, then such any
compensation due or to be paid to the holder of the Easement Rights due to such
occurrence shall belong solely to Grantor.
8. Severable Provisions If any term of this Agreement shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement shall not be affected thereby,
and each term of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.
9. Default: Remedies. (a) If Grantee files a petition in bankruptcy, or a petition
is bankruptcy is filed against Grantee, which is not dismissed on or before fifteen (15)
days after such filing, or (b) in the event of Grantee s breach or threatened breach of any
term, covenant or condition of this Agreement, then Grantor shall have, in addition to all
other legal and equitable remedies, the right to (x) terminate this Agreement, (y) enforce
the provisions hereof by the equitable remedy of specific performance , or (z) enjoin such
breach or threatened breach by injunctive action, all without the necessity of proof of
actual damages or inadequacy of any legal remedy. Grantee agrees to pay all costs of
enforcement of the obligations of Grantee hereunder, including reasonable attorneys
fees and all costs of suit, in case it becomes necessary for Grantor to enforce the
obligations of Grantee hereunder, whether suit be brought or not, and whether through
courts of original jurisdiction, as well as in courts of appellate jurisdiction, or through a
bankruptcy court or other legal proceedings.
10. Bindinq Effect.This Agreement shall be binding on and inure to the benefit of
the parties hereto and their respective successors and assigns. This Agreement may be
assigned at any time in whole or in part by Grantor.
WSP- T-Exhibit D 23-
11. No Dedication . Nothing contained in this Agreement shall constitute a gift or
dedication of any portion of the Easement Rights to the general public or for any public
purpose whatsoever. There are no intended third-party beneficiaries to this Agreement.
12. Grantor s Waiver of Confidentiality. If the Right of Way Agreement is not
publicly recorded, Grantor hereby grants a limited waiver of any right to keep the terms
and conditions of the Right of Way Agreement confidential, except for any dollar
amounts in the Right of Way Agreement, which rights Grantor expressly reserves , and
subject to Grantee s and Owner s compliance with the terms and conditions in this
paragraph. In all instances, Grantee will use the Right of Way Agreement only for the
following purposes: (a) to determine whether Grantor has ownership or control over
duct, conduits, or rights-of-way within the property described in the Right of Way
Agreement; (b) to determine the ownership of wire within the property described in the
Right of Way agreement; or (c) to determine the demarcation point between Grantor
facilities and the Owner s facilities in the property described in the agreement. Grantee
further agrees that Grantee shall not disclose the contents, terms, or conditions of any
agreement provided pursuant to Section 10.8 to any Grantee agents or employees
engaged in sales, marketing, or product management efforts on behalf of Grantee.
Grantor s waiver of rights , subject to the limitations set forth above, is intended to be
effective whether or not such right to confidentiality is expressly set forth in the Right of
Way Agreement or elsewhere or may have been agreed to orally, and so long as
Grantee and Owner comply with the conditions set forth above, Grantor further
covenants not to assert any claim or commence any action , lawsuit, or other legal
proceeding against Owner or Grantee, based upon or arising out of Grantor s alleged
right to confidentiality relating to the Right of Way Agreement, except in the event of
disclosure of dollar amounts in the Right of Way Agreement. Grantor s waiver is
expressly conditioned on Owner s waiver of Owner s confidentiality rights, as set forth in
the Consent to Disclosure form, which is a part hereof, or Grantee s provision to Grantor
of a legally binding and satisfactory agreement to indemnify Grantee in the event of any
legal action arising out of Owner s provision of a non-recorded agreement to Grantee.
In the event that , the person executing the Consent to Disclosure form does not have
the legal right to bind the Owner, Grantor reserves the right to maintain an action for
damages, including, without limitation , consequential damages , arising from such
improper execution against any Person improperly executing the Consent to Disclosure
form. In any event, Grantor reserves its right to (a) to enforce the confidentiality
provisions of the Right of Way Agreement as to any dollar amounts set forth in such
Right of Way Agreements, and/or (b) to maintain an action for damages, including,
without limitation, consequential damages , arising from the disclosure of the dollar
amounts in any Right of Way Agreement, against any party, including, without limitation
against Grantee or against any Person improperly executing the Consent to Disclosure
form.
13. Notices.All notices to be given pursuant to this Agreement shall be deemed
delivered (a) when personally delivered , or (b) three (3) business days after being mailed
postage prepaid, by United States certified mail, return receipt requested, or (c) one
business day after being timely delivered to an overnight express courier service such as
Federal Express which provides for the equivalent of a return receipt to the sender, to
the above described addresses of the parties hereto, or to such other address as a party
may request in a writing complying with the provisions of this Section.
WSP- T-Exhibit D 23-
14. Modification: Counterparts. This Agreement may not be amended, modified
or changed , nor shall any waiver of any provision hereof be effective, except by an
instrument in writing and signed by the party against whom enforcement of any
amendment, modification , change or waiver is sought. This Agreement may be
executed in any number of counterparts , all of which shall constitute but one and the
same document.
15. Controllinq Law.This Agreement shall be governed by and construed in
accordance with the laws of the State.
16. Waiver of Jurv Trial.THE PARTIES HEREBY IRREVOCABLY WAIVE, TO
THE FULLEST EXTENT OF APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION , PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT.
rSianature paaes tal/owl
WSP- T -Exhibit D 23-
EXECUTED as of the date first written above.
GRANTOR:
Witnessed by:QWEST CORPORATION, a Colorado
corporation, successor in interest to
US WEST COMMUNICATIONS , INC.
a Colorado corporation
By:
Name:
Title:
STATE OF
COUNTY OF
) ss:
The foregoing instrument was acknowledged before me this day of
, 20 , by
of QWEST CORPORATION, a
Colorado corporation:
Witness my hand and official seal.
(SEAL)
Notary Public
My Commission Expires:
WSP- T -Exhibit 0 23-
EXECUTED as of the date first written above.
Witnessed by:
GRANTEE:
, a
STATE OF
By:
Name:
Title:
) ss:
COUNTY OF
The foregoing instrument was acknowledged before me this day of
, 20 , by
, a
(SEAL)
Witness my hand and official seal.
Notary Public
My Commission Expires:
WSP- T-Exhibit D 23-
CONSENT TO DISCLOSURE
THE UNDERSIGNED
Owner"), whose address is
, a
, hereby
consents to the terms of the following paragraphs regarding the agreement described orentitled as between Qwest Corporation
formerly U S WEST Communications, Inc. ("Qwest") and Owner for the property locatedat ("Property ) that provides Qwest with access to
Owner s Property (the "Aqreement
FOR TEN DOLLARS ($10) and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged , Owner agrees as follows:
1. Title to Property. Owner represents and warrants either (a) that Owner is the owner of
fee title to the Property described in the Agreement or, if no description of the Property is
given in the Agreement, then (b) that Owner is the grantor, or the successor to or
assignee of the grantor, of the easement rights, if any, under the Agreement. Owner
further represents and warrants that Owner has the legal right to execute this Consent to
Disclosure , including, without limitation , the right to waive the confidentiality of the
Agreement as set forth in paragraph 3 of this Consent to Disclosure.
2. Owner s Acknowledqments Owner expressly acknowledges that (a) this is a legal
document that may affect Owner s rights and Owner was given the opportunity to have
the Agreement and this Consent to Disclosure reviewed by Owner s attorney; and (b)
Owner, by signing this Consent to Disclosure, waives any rights it may have to keep the
terms and provisions of the Agreement confidential.
3. Owner s Waiver of Confidentiality Owner hereby waives any right it may have to
keep the terms and conditions of the Agreement confidential, whether or not such right
to confidentiality is expressly set forth in the Agreement or elsewhere or may have been
agreed to orally, subject to the compliance of the competitive local exchange carrier
WSP") with the requirements of paragraph 5. Owner further covenants not to assert
any claim or commence any action, lawsuit, or other legal proceeding against Qwest or
WSP presenting this Consent to Disclosure, based upon or arising out of Owner
alleged right to confidentiality relating to the Agreement. Owner s consent to disclosure
applies only to the Agreement that is described in this Consent to Disclosure form and
only to the undersigned WSP.
4. Qwest's Waiver of Confidentiality. Qwest represents and warrants that it is granting a
limited waiver of its confidentiality rights that permits WSP to review the Agreement
subject to WSP's compliance with the requirements of paragraph 5 and Qwest's right to
redact all dollar amounts set forth in the Agreement. Qwest's consent to disclosure
applies only to the Agreement that is described in this Consent to Disclosure form and
only to the undersigned WSP.
5. WSP's Obligations. WSP shall use the Agreement exclusively for the following
purposes and for no other purpose whatsoever:
WSP- T-Exhibit D 23-
(a) to determine whether Qwest has ownership or control over duct, conduits
or rights-of-way within the Property described in the Agreement; or
(b) to determine the ownership of wire within the Property described in the
Agreement; or
(c) to determine the demarcation point between Qwest facilities and the
Owner s facilities in the Property described in the Agreement.
WSP further agrees that WSP shall not disclose the contents, terms, or conditions of the
Agreement to any WSP agents or employees engaged in sales, marketing, or product
management efforts on behalf of WSP.
6. Acknowledgement of Limitation on Waivers. Owner understands that Qwest does
not agree to waive the confidentiality of the dollar amounts set forth in any
Agreement, and acknowledges that Owner has no right to provide copies of such
Agreements to any party unless Owner has completely deleted the dollar
amounts. Owner shall not provide a copy of the Agreement unless Owner has
completely deleted all dollar amounts. Whether provided by Owner or Qwest,
WSP shall comply with the conditions set forth in paragraph 5.
7. Notices . All notices to be given pursuant to this Agreement shall be deemed delivered
(a) when personally delivered , or (b) three (3) business days after being mailed postage
prepaid , by United States certified mail , return receipt requested, or (c) one business day
after being timely delivered to an overnight express courier service such as Federal
Express which provides for the equivalent of a return receipt to the sender, to the above
described addresses of the parties hereto, or to such other address as a party may
request in a writing complying with the provisions of this Section.
EXECUTED as of the date first written above.
OWNER:
WSP:
WSP- T-Exhibit 0 23-
EXHIBIT 1
Right of Way Agreement
(This represents the ROW agreement between the
WSP- T-Exhibit 0 23-
Wireless Type 2
EXHIBIT E
RESERVED FOR FUTURE USE
EXHIBIT F - Special Request Process
The Special Request Process shall be used for the following requests:
Requesting specific product feature(s) be made available by Qwest that are
currently available in a switch, but which are not activated.
Requesting specific product feature(s) be made available by Qwest that are not
currently available in a switch , but which are available from the switch vendor
Requesting a combination of Unbundled Network Elements that is a combination
not currently offered by Qwest as a standard product and:
that is made up of UNEs that are defined by the FCC or the Commission
as a network element to which Qwest is obligated to provide unbundled access
and;
that is made up of UNEs that are ordinarily combined in the Qwest
network.
1.4 Requesting an Unbundled Network Element that does not require a technical
feasibility analysis and has been defined by the FCC or the State Commission as a
network element to which Qwest is obligated to provide unbundled access, but for which
Qwest has not created a standard product, including, but not limited to , OC-192 (and
such higher bandwidths that may exist) UDIT, EEL between OC-3 and OC-192 and new
varieties of subloops.2. Any request that requires an analysis of Technical Feasibility shall be treated as
a Bona Fide Request (BFR), and will follow the BFR Process set forth in this Agreement.
If it is determined that a request should have been submitted through the BFR process,
Qwest will consider the BFR time frame to have started upon receipt of the original
Special Request application form.3. A Special Request shall be submitted in writing and on the appropriate Qwest form,
which is located on Qwest's website.4. Qwest shall acknowledge receipt of the Special Request within two (2) business
days of receipt.
5. Qwest shall respond with an analysis, including costs and timeframes, within fifteen (15)
business days of receipt of the Special Request. In the case of UNE Combinations, the analysis
shall include whether the requested combination is a combination of network elements that are
ordinarily combined in the Qwest network. If the request is for a combination of network
elements that are not ordinarily combined in the Qwest network, the analysis shall indicate to
WSP that it should use the BFR process if WSP elects to pursue its request.6. Upon request, Qwest shall provide WSP with Qwest's supporting cost data and/or
studies for Unbundled Network Elements that WSP wishes to order within seven (7) business
days, except where Qwest cannot obtain a release from its vendors within seven (7) business
days, in which case Qwest will make the data available as soon as Qwest receives the vendor
release. Such cost data shall be treated as Confidential Information, if requested by Qwest
under the non-disclosure sections of this Agreement.
Type 2-Exhibit F May 23, 2005 Page 1
Wireless Type 2
EXHIBIT G
RESERVED FOR FUTURE USE
Wireless Type 2
EXHIBIT H
RESERVED FOR FUTURE USE
Exhibit I - Individual Case Basis
This Agreement contains references to both 1GB rates and 1GB intervals. The
purpose of this exhibit is to identify how WSP's 1GB requests - whether they be
for rates or intervals - are processed through and by Qwest.
1GB Rate Intervals
For those products and services identified in the AGREEMENT that
contain a provision for 1GB rates, Qwest will provide WSP with a written
quote of the 1GB rate within twenty (20) business days unless a specific
interval for providing the quote is either contained in the AGREEMENT or
this Exhibit.
The purpose of this subsection is to identify those circumstances when
the generic twenty (20) business day interval in the aforementioned
subsection to this Exhibit does not apply. In these specified
circumstances, Qwest shall provide WSP with an 1GB quote within the
stated specific intervals:
Quotes for all Bona Fide Requests (BFR) shall be provided in
accord with Section 16.
Quotes for all Special Request Processes (SRP) shall be provided
in accord with Section 17 and Exhibit F.
Upon request, Qwest shall provide WSP with Qwest's supporting cost
data and/or cost studies for the Unbundled Network Element or service
that WSP wishes to order within seven (7) business days, except where
Qwest cannot obtain a release from its vendors within seven (7) business
days , in which case Qwest will make the data available as soon as Qwest
receives the vendor release. Consistent with the terms and conditions of
any applicable vendor contract or agreement, Qwest shall diligently
pursue obtaining the release of cost information as soon as reasonably
possible. To the extent consistent with the terms and obligations of any
applicable vendor contract or agreement, Qwest shall request the release
of vendor cost information when Qwest communicates with the vendor(s)
when Qwest seeks a quote for the costs of the 1GB project. Such cost
data shall be treated as confidential information if requested by Qwest
under the non-disclosure sections of this Agreement.
1GB Provisioning Intervals
For those products and services provided pursuant to this AGREEMENT
that contain a provision for 1GB interval but do not contain a specific
provision for when the 1GB interval shall be provided, the 1GB interval
shall be provided within twenty (20) business days of receipt of the order
request or application.
For 1GB intervals for those products and services that require negotiated
project time lines for installation, such as 2/4 wire analog loop for more
WSP Type 2-Exhibit I April 29, 2005 Page 1
than twenty-five (25) loops , the Qwest representative, authorized to
commit to intervals, shall meet with WSP's representative within seven (7)
- business days of receipt of the request from WSP to negotiate intervals.
WSP Type 2-Exhibit I April 29, 2005 Page 2
Q ~~ ~~ ~-'-'AUG 08 2006 13: 16 FR QWEST LEGAL 3033836665 TO 912082894152
Exhibit J
Election of Reciprocal Compensation Option
Pursuant to the election in Ihis Exhibit J of this Agreement. the Parties agree to exchange Local
Traffic, per s8clion 6.
WSP must select either 1. OR 2,
1. The rates applicable to Local Traffic between Owesl and WSP shall be the same as the rates
established in ISP-bollnd traffIC pursuant to Section 6.10.2.. ~ - ,. Such rate for ISP-bound traffic
will apply 10 Local Traffic in lieu of End OffICe Call Termination rates, and Tandem Switched
Transport rates.
Signature Jj
Print Name: '- /J Q. ~ ft.R
2. Compensation rate for Local Traffic shall be as established by the Commission. The Parties
shall cooperate in establishing a !nocess by which local Traffic and ISP-bound traffic will be
identified in order 10 compensate one another at the appropriate rates and in a prompt manner
(See 56.
Signature
Print Nama:
Following must be populated to tmsure accu~te billing:
ACNA
ACNA
ACNA
ACNA
When the FCC ordered rate for ISP-bound traffic is applied to Local Traffic, the FCC Ordered ISP
rate is used in lieu of End Office call termination and Tandem Switched Transport rate elemen~.
WSP- T -Exhibit J , 1-29-
** TOTAL PAGE. 02 **
Wireless Type 2
EXHIBIT K
RESERVED FOR FUTURE USE
EXHIBIT L
ADVICE ADOPTION LETTER
Director of Interconnection Agreements
Qwest
1801 California , Room 2410
Denver, CO 80202
Re: Qwest Corporation ("Qwest") New Product:
Dear Sir or Madam:
By its signature below, ("WSP") hereby
agrees to be bound by the rates , terms and conditions that Qwest has offered for
the New Qwest Product identified above as an amendment to its Interconnection
Agreement with Qwest for the state(s) of
WSP certifies that the rates, terms, and conditions contained on
Attachment A (attached hereto) are the rates , terms and conditions contained on
Qwest's web site that have been provided for the New Product identified above.
WSP
By:
Title:
Date:
WSP-Exhibit L Apri129 2005 Page 1
EXHIBIT M
INTERIM ADVICE ADOPTION LETTER
Director of Interconnection Agreements
Qwest
1801 California , Room 2410
Denver, CO 80202
Re: Qwest Corporation ("Qwest") New Product:
Dear Sir or Madam:
By its signature below
, ("
WSP") hereby
agrees to be bound by the rates, terms and conditions that Qwest has offered
and provided on its Web Site for the New Qwest Product identified above as an
interim amendment to its Interconnection Agreement with Qwest for the state(s)
WSP certifies that the rates , terms, and conditions contained on
Attachment A (attached hereto) are the rates , terms and conditions that have
been provided for the New Product identified above.
Qwest acknowledges that WSP believes that the rates , terms and
conditions for the Qwest New Product should be altered and that WSP enters
into this Interim Advice Adoption Letter with the express intention to renegotiate
the rates, terms and conditions associated with the Qwest New Product pursuant
to the terms of Section 1.2 of the Agreement. WSP enters into this Interim
Advice Adoption Letter without prejudice to or waiver of any of its rights to
challenge the terms and conditions of this Interim Advice Adoption Letter under
the Interconnection Agreement, the Act, FCC or state Commission rules.
WSP
By:
Title:
Date:
WSP-Exhibit M April 29, 2005 Page 1