20061113Amendment.pdf

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Amendment to the Interconnection Agreement
Between
MClmetro Access Transmission Services LLC
and
Qwest Corporation
Regarding MCI's CLEC Consolidation
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This Amendment between Qwest Corporation ("Qwest"), a Colorado corporation, and
MClmetro Access Transmission Services LLC ("MCI" or "Surviving CLEC") on behalf of
itself and as successor in interest to the CLEC operations of former MCI competitive
local exchange carrier affiliates ("Merged CLECs ) (the "Consolidation Amendment") is
made and entered into as of the Effective Date of the Agreement. MCI and Qwest shall
be known jointly as the "Parties
RECITALS
WHEREAS, MCI or one or more of the Merged CLECs and Qwest entered into
interconnection agreements for service in the state of Idaho which was approved by the
appropriate state Commission ("Commission ); and
WHEREAS, MCI has consolidated its competitive local exchange carrier operations
under a single legal entity, Surviving CLEC, due to merger, acquisition or other legal
process as described on Exhibit N to the Agreement; and
WHEREAS , MCI and Qwest wish to implement an arrangement under which MCI shall
operate all Merged CLEC operations under a single interconnection agreement and
continue placing orders utilizing the separate codes of the Merged CLECs instead of
combining all facilities under Surviving CLECs codes;
AGREEMENT
NOW THEREFORE, in consideration of the mutual terms, covenants and conditions
contained in this Amendment and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:
Section 1. Surviving Interconnection Agreement
A. MCI and Qwest agree that simultaneously with execution of this Amendment, MCI
and Qwest are executing an interconnection agreement ("Agreement") that shall govern
MCI's continued operation of the legacy CLEC businesses of the Merged CLECs. Upon
Commission approval of the Agreement, any and all and any other interconnection
agreements previously used by MCI or the Merged CLECs ("Prior Agreements ) shall
immediately terminate, except that any outstanding liabilities and/or charges accrued
under the MCI or Merged CLECs' Prior Agreements existing and in effect as of the
termination date thereof shall be assumed by the Surviving CLEC and be governed by
the terms, conditions and rates of the Agreement.
September 13, 2006/ccd/MClmetroIlD
MCI's CLEC Consolidation Amd.
CDS-O60830-0001
B. The Parties agree that the MCI has legally assumed all rights and liabilities of the
Merged CLECs, including but not limited to Billing Account Numbers, any pending order
activity, refunds, credits and other related billing matters that may accrue (including but
not limited to past due bills or any items under dispute), or that may have accrued but
not yet been provided to the Merged CLECs, including charges associated with any
unexpired portions of minimum periods and minimum termination liabilities, in all cases
to the same extent as such existed as of the Effective Date of the Agreement.
C. Notwithstanding any provision of this Amendment, payment of any refund or
extension of any credit or other rights required by law in connection with the services
provided to MCI or a Merged CLEC shall be made by Qwest in the manner required by
the Agreement or as required by applicable law.
Section 2. Commission Filing/Commission Approval
A. The Parties shall work together in good faith to prepare and file the necessary
documents to notify the applicable Commissions of the actions set forth in Section above.
B. This Amendment shall be filed with the applicable state Commission.
Notwithstanding, the Parties shall implement the terms of this Amendment and the
Agreement, immediately upon execution , without waiting for Commission approval.
Section 3. Ordering, Provisioning and Billing
Notwithstanding Section 1 and Section 2 above, Qwest and MCI agree to process MCI'
orders and bill each other according to the terms and conditions set forth in the
Agreement, as amended, and this Amendment.
A. MCI shall continue to separately place all orders and submit all bills relating to the
Surviving CLEC and each Merged CLEC in the same manner as prior to MCI'
consolidation or reorganization. Specifically, orders and billing functions relating to
assets (e.g. circuits and collocations) originally assigned to a Merged CLEC shall be
placed using the codes originally assigned to such Merged CLEC. Orders and billing
functions relating to assets originally assigned to the Surviving CLEC shall be placed
using the codes originally assigned to the Surviving CLEC. MCI agrees that it shall be
solely responsible to ensure that the correct codes for Merged and Surviving CLECs
respectively are utilized when placing orders and for any delays or errors caused by
MCI's failure to comply with this process. Any bills to Qwest related to the Merged
CLECs shall also utilize separate Merged CLEC codes in the same manner as prior to
MCI's consolidation or reorganization.
September 13, 2006/ccd/MClmetroIlD
MCI's CLEC Consolidation Amd.
CDS-O60830-0001
B. Qwest shall continue processing MCl's orders using the separate Merged CLEC
and Surviving CLEC codes and continue to issue separate bills in the name of each
Merged CLEC and the Surviving CLEC in the same manner as prior to MCI'
consolidation or reorganization. Nevertheless, MCI agrees that the Surviving CLEC is
fully responsible for purposes of contract, billing and all other matters for the services
being ordered, provisioned and billed , regardless of the Merged CLEC codes being
utilized.
C. MCI and Qwest agree that the procedures set forth in A and B above shall apply
to all orders that relate or depend upon existing collocations, networks, facilities,
systems, and other business operations. With respect to new collocations , networks
facilities, systems, or other business operations ("New Operations
),
MCI shall use
commercially reasonable efforts, after consultation with Qwest and other affected
carriers, to implement such New Operations using only Surviving CLEC codes to the
maximum extent feasible.
D. To the extent that MCI requires a billing address change, personnel access
updates (systems) or other notice changes, MCI shall submit an updated questionnaire
and also agrees to complete any other forms reasonably required by Qwest to
accomplish the matters contemplated by this Amendment.
Section 4. Performance Measurements
For purposes of any performance measures, reporting or penalties, including but not
limited to PID/PAP , Qwest and MCI agree that Qwest shall treat all entities identified in
Exhibit N to the Agreement as a single company as of the execution date of this
Amendment. Notwithstanding, Qwest reserves the right to make adjustments to PAP
payments as of the actual date of the legal merger, acquisition or other CLEC change
applicable to the Merged CLECs.
Section 5. Authorization to Consolidate Merged CLECs and Utilize Codes
A. MCI represents that it has obtained all necessary Commission or other approvals to
consolidate, merge or reorganize the Merged CLECs into the Surviving CLEC and
continue using the Merged CLEC ACNAs and other codes described on Exhibit N.
Upon request, MCI shall provide Qwest documentation supporting such approvals or
authorizations.
B. MCI agrees to indemnify and hold harmless Qwest, its affiliates, officers and
directors, employees , agents and contractors from any liability, claims, or causes of
action arising solely out of its use of the Merged CLEC ACNAs and other codes (instead
of the Surviving CLEC ACNAs or codes) as contemplated under this Amendment.
Section 6. Effective Date
A. This Amendment shall be deemed effective upon execution, subject to Commission
approval.
September 13, 2006/ccd/MClmetroIlD
MCI's CLEC Consolidation Amd.
CDS-O60830-0001
B. This Amendment is intended to memorialize the operational status quo between the
Parties and to reflect the continued operation of all of MCl's and the Merged CLEC'
respective business operations and activities in the same manner in which MCI and the
Merged CLECs did so prior to implementing MCI's legal reorganization/consolidation
albeit through a single legal entity (MCI) under a single successor interconnection
agreement (the Agreement).
Section 7. Entire Amendment
This Amendment constitutes the full and entire understanding and agreement between
the Parties with regard to the subjects herein 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 the Amendment.
The Parties intending to be legally bound have executed this Amendment as of the dates
set forth below, in multiple counterparts, each of which is deemed an original, but all of
which shall constitute one and the same instrument.
MClmetro Access Transmission
Services L
Qwest Corporation -
'-h rCL-
SignatureSignature
Peter H. Reynolds
Name PrintedlTyped
L. T. Christensen
Name PrintedlTyped
Director - National Carrier Contracts and
Initiatives
:d//-
Date
Director - Interconnection Aqreements
Title JD)~b
Date
September 13, 2006/ccd/MClmetroIlD
MCI's CLEC Consolidation Amd.
CDS-O60830-0001