20101020Application.pdf

Qwest
1600 7th Avenue, Room 1506
Seattle, Washington 98191
[phone]Facsimile [phone]
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Maura E. Peterson
Paralegal
Regulatory Law
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Spirit of Service"
Via Overnight delivery
October 19, 2010
Jean Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
P.O. Box 83720
Boise, Idaho 83720-0074
Re: Case No.ó2w- :: -ID - otz
Application for Approval of Interconnection Agreement
Dear Ms. Jewell:
Enclosed for fiing is an original and three copies of the Application for Approval of an
Interconnection Agreement between Qwest Corporation and Alled Wireless
Communications. 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 er.
mep
cc: Service list
Adam L. Sherr (WSBA# 25291)
Qwest
1600 7th Ave, Room 1506
Seattle, W A 98191
Telephone: [phone]
Facsimile: [phone]
Adam. sherr (f q west.com
2mn OCT 20 AM 9: 25
APPLICATION OF QWEST
CORPORATION FOR APPROVAL OF
THE INTERCONNECTION
AGREEMENT FOR THE STATE OF
IDAHO PURSUANT TO 47 U.S.C. §252(e)
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
CASE NO.: ~~ ::-tD-7
APPLICATION FOR APPROVAL OF.
INTERCONNECTION
Qwest Corporation ("Qwest") hereby files this Application for Approval of
Interconnection Agreement ("Agreement"). The Agreement with Alled Wireless
Communications ("Allied Wireless") 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 tpe Communications
Act of 1934, as amended by the Telecommunications Act of 1996 (the "Act").
Section 252(e)(2) of the 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 carer not a pary 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 of Idaho, the Commission, the United States Congress, and the Federal
Communications Commission. Expeditious approval of this Agreement wil enable Alled
APPLICATION FOR APPROVAL OF INTERCQNNECTION AGREEMENT ~
ALLIED WIRLESS COMMUNICATIONS CORPORATION Page 1
Wireless to interconnect with Qwest facilities and to provide customers with increased choices
among local telecommunications services.
Qwest further requests that the Commssion approve this Agreement without a hearng.
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 ~~_ublic interest.
Respectfully submitted this ELYday of October, 2010.
Qwest CorporationIf
Attorney for Qwest
APPLICATION FOR APPROVAL OF INTERCONNECTION AGREEMENT ~
ALLIED WIRLESS COMl,UNICATIONS CORPORATION Page 2
1')
CE~FICATE OF SERVICE il\lOC1 20 All 9: 26
I hereby certify that on thiS~ day of October, 2010, I served the foregO '0
APPLICATION FOR APPROVAL OF INTERCONNECTION AGREIfi.S '
paries of record in this matter as follows:
Jean Jewell, Secretary
Idaho Public Utilities Commssion
472 West Washington Street
P.O. Box 83720
Boise, Idaho 83720-0074
¡¡ewell (fpuc.state.id.us
Hand Deli very
U. S. Mail
_X_ Overnight Delivery
Facsimile
Email
Cindy Steele
Alled Wireless Communications Corp.
1001 Technology Drive, Suite 400
Little Rock, AR 72223
Hand Deli very
i- u. S. Mail
Overnight Delivery
Facsimile
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APPLICATION FOR APPRO V AL OF INTERCONNECTION AGREEMENT -
ALLIED WIRLESS COMMUNICATIONS CORPORATION Page 3
lllDOCl 20 Atl9: 26
TYPE 2 WIRELESS INTERCONNECTION AGREñ\'tfltèk°¿:J
BETWEEN
DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
.æw-t= ~ iO--o7
QWEST CORPORATION
AND
ALLIED WIRELESS COMMUNICATIONS CORPORATION,
ON BEHALF OF ITSELF AND ITS CMRS AFFILIATES
FOR THE STATE OF IDAHO
AGREEMENT NUMBER
CDS.100629.0001.
.
DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
Table Of Contents
SECTION 1.0 - GENERAL TERMS................................................,.....................1
SECTION 2.0 -INTERPRETATION AND CONSTRUCTION............................... 2SECTION 3.0 - WSP INFORMATION ...... ........ ........ .... .............. ....... ...... ............. 4
SECTION 4.0 - DEFINITIONS............... ........ ....... ....... .............................. ...........5
SECTION 5.0 - TERMS AND CONDITIONS.... ........ .................... .............. ........ 17
SECTION 6.0 - INTERCONNECTION ... ........ ..................... .................... ............ 33
SECTION 7.0 - COLLOCATION.........................................................................50
SECTION 8.0 - INTENTIONALLY LEFT BLANK ................................................ 51
SECTION 9.0 - ANCILLARY SERVICES.. .......... ............... ....... .................. .......52
SECTION 10.0- NETWORK SECURITy.............. .......... ....... ....... .... ................. 55
SECTION 11.0 - INTENTIONALLY LEFT BLANK....... ............... ....... .................57
SECTION 12.0 - ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS).. 58
SECTION 13.0 - ACCESS TO TELEPHONE NUMBERS ...... ........ .................... 74
SECTION 14.0 - LOCAL DIALING PARITy........................................................ 75
SECTION 15.0 - INTENTIONALLY LEFT BLANK.... ............ .............................. 76
SECTION 16.0 - BONA FIDE REQUEST PROCESS ............... ..... ........... ......... 77
SECTION 17.0 - AUDIT PROCESS ................................................................... 79
SECTION 18.0 - CONSTRUCTION CHARGES................................................. 81
SECTION 19.0 - NETWORK STANDARDS ....................................................... 82
SECTION 20.0 - SIGNATURE PAGE................................................................. 85
EXHIBIT A
EXHIBIT B
EXHIBIT C
EXHIBIT D
Rates
Service Penormance
Intentionally Left Blank
Qwest Right of Way, Pole Attachment and/or Duct/lnnerduct
Occupancy General Information
Intentionally Left Blank
Intentionally Left Blank
Intentionally Left Blank
Intentionally Left Blank
Individual Case Basis
Reciprocal Compensation Rate Election
Intentionally Left Blank
EXHIBIT E
EXHIBIT F
EXHIBIT G
EXHIBIT H
EXHIBIT I
EXHIBIT J
EXHIBIT K
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Type 2 Wireless Interconnection Agreement ~ (v09-17-09)
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
Section 1
General Terms
SECTION 1.0 . GENERAL TERMS
1.1 This Agreement for Type 2, two-way Wireless Interconnection is between Qwest
Corporation ("Qwest"), a Colorado corporation, and Alled Wireless Communications
Corporation, on behalf of itself and its CMRS Affilates (Alled Wireless Communications
(GA), LLC; Allied Wireless Communications (lD), LLC; Allied Wireless Communications (IL),
LLC; Alled Wireless Communications (NC), LLC; Allied Wireless Communications (OH), LLC;
Alled Wireless Communications (SC), LLC; Georgia RSA 8 Partnership; Ohio RSA 2 Limited
Partnership; Ohio RSA #3 Limited Partnership; Ohio RSA 5 Limited Partnership; .ohio RSA 6
Limited Partnership); (collectively, "WSP"), a Delaware corporation, pursuant to Section 252
of the Telecommunications Act of 1996, for purposes of fulfillng Owests 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 Owest toWSP under this Agreement are provided pursuant to WSP's role as a
CMRS provider of two-way traffic.
1.2 This Interconnection Agreement sets forth the terms, conditions and pricing under which
Owest will provide to any requesting WSP network Interconnection and Ancilary services within
the geographical areas in which both Owest is providing local Exchange Service at that time,
and for which Owest is the incumbent Local Exchange Carrier within the State of Idaho for
purposes of providing local two way Wireless Services.
1.3 With respect to the terms and provisions of this Agreement, Owest has negotiated the
Agreement in its entirety, and the inclusion of any particular provision, or rate, term and
condition, is not evidence of the reasonableness thereof when considered apart from all other
provisions of the Agreement.
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Type 2 Wireless Interconnection Agreement - (v09-17-09)
DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
Section 2
Interpretation and Construction
SECTION 2.0 . INTERPRETATION AND CONSTRUCTION
2.1 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 wil be to
such law, rule, regulation or interpretation thereof in effect immediately prior to such change
unti 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.
2.2 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 and federal rules, regulations, and laws, as of March 11, 2005 (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 Part 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 2.2, to reflect the outcome of generic proceedings by the Commission for pricing,
service standards, or other matters covered by this Agreement. Rates in Exhibit A will reflect
legally binding decisions of the Commission and shall be applied on a prospective basis from
the effective date of the legally binding Commission decision, unless otherwise ordered by the
Commission. 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
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
September 16, 2010/mms/Ailed Wireless Comm Corp/lD/CDS-100629-0001
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Section 2
Interpretation and Construction
the Parties agree to a different date. During the pendency 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. 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.
2.3 Unless otherwise specifically determined by the Commission, in cases of conflict
between this Agreement and Qwests 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.
September 16, 2010/mms/Ailed Wireless Comm Corp/ID/CDS-100629-0001
Type 2 Wireless Interconnection Agreement - (v09-17-09)3
DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
Section 3
WSP Information
SECTION 3.0 . WSP INFORMATION
3.1 Except as otherwise required by law, Qwest 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.
3.2 Prior to placing any orders for services under this Agreement, the Parties wil jointly work
with the Qwest Sales and Service organizations to complete the New Customer Questionnaire
with the information below as appropriate. This information wil then be used to:
Determine geographical requirements;
Identify WSP Identification IDs;
Determine Qwest system requirements to support WSP's specific activity;
Collect Credit Information;
Obtain Biling Information;
Create summary bills;
Establish input and output requirements;
Create and distribute Qwest and WSP Contact Lists; and
Identify WSP hours and holidays.
3.3 WSPs that have previously completed a Questionnaire need not fill out a New
Customer Questionnaire; however, WSP wil update its New Customer Questionnaire with any
changes in the required information that have occurred and communicate those changes to
Qwest. Before placing an order for a new product, WSP will need to complete the relevant New
Product Questionnaire and amend this Agreement.
September 16, 2010/mms/Allied Wireless Comm Corp/ID/CDS-100629-0001
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041 D9
.Section 4
Definitions
SECTION 4.0 . DEFINITIONS
.
"Access Service Request" or "ASR" means the industry guideline forms and supporting
documentation used for ordering Access Services. The ASR will be used to order trunking and
facilties between WSP and Owest for Wireless Interconnection Service.
"Access Services" refers to the interstate and intrastate switched access and private line
transport services offered for the origination and/or termination of interexchange traffc.
"Access Tandem Switch" is a switch used to connect End Office Switches to Interexchange
Carrier Switches. Owests 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.
"Act" means the Communications Act of 1934 (47 U.S.C. 151 et. seq.), as amended, and as
from time to time interpreted in the duly authorized rules and regulations of the FCC or the
Commission.
"Affiliate" means a Person that (directly or indirectly) owns or controls, is owned or controlled
by, or is under common ownership or control with, another person. For purposes of this
paragraph, the term 'own' means to own an equity interest (or the equivalent thereof) of more
than 10 percent.
"Applicable Law" means all laws, statutes, common law, ordinances, codes, rules, guidelines,
orders, permits and approval of any governmental regulations, including, but not limited to, the
Act, the regulations, rules, and final orders of the FCC and the Commission, and any final
orders and decisions of a court of competent jurisdiction reviewing the regulations, rules or
orders of the FCC or the Commission.
"ATIS" or "Allance 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.
"Automatic Location Identification" or "ALI" is the automatic display at the Public Safety
Answering Point (PSAP) or the caller's telephone number, the addressllocation of the telephone
and supplementary emergency services information for Enhanced 911 (E911).
"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).
"Bil Date" means the date on which a Billing period ends, as identified on the bilL.
.
"Billing" involves the provision of appropriate usage data by one Telecommunications Carrier to
another to faciliate Customer Billng with attendant acknowledgments and status reports. It
also involves the exchange of information between Telecommunications Carriers to process
claims and adjustments.
September 16, 2010/mms/Alled Wireless Comm Corp/ID/CDS-100629-0001
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
Section 4
Definitions
"Bona Fide Request" or "BFR" shall have the meaning set forth in Section 16.
"Busy Line Verify/Busy Line Interrupt" or "BLV/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.
"Calling Party Number" or "CPN" is a Common Channel Signaling ("CCS") parameter, which
refers to the ten digit number transmitted through a network identifying the callng part.
Reference Owest Technical Publication 77342.
"Carrier" or "Common Carrier" See Telecommunications Carrier.
"Carrier Liaison Committee" or "CLC" is under the auspices of ATIS and is the executive
oversight committee that provides direction as well as an appeals process to its subtending fora,
the Network Interconnection Interoperability Forum (NIIF), the Ordering and Billng Forum
(OBF), the Industry Numbering Committee (INC), and the Toll Fraud Prevention Committee
(TFPC). On occasion, the CLC commissions ad hoc committees when issues do not have a
logical home in one of the subtending forums. OBF and Network Installation and Maintenance
Committee (NIMC) publish business process rules for their respective areas of concern.
"Central Office" means a building or a space within a building where transmission facilties or
circuits are connected or switched.
"Central Office Switch" means a Switch used to provide Telecommunications Services,
including, but not limited to:
"End Office Switches" which are used to terminate End User Customer station loops, or
equivalent, for the purpose of interconnecting to each other and to trunks; and
"Tandem Office Switches" (or "Tandem Switches") which are used to connect and switch trunk
circuits between and among other End Office Switches. 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 Owests Tandem Office Switch. A fact-based consideration by the
Commission of geography should be used to classify any switch on a prospective basis.
"Charge Numbet' (ChN) is a Common Channel Signaling parameter, which refers to the
number, transmitted through the network identifying the Billng number of the callng party.
Charge Number frequently is not the Calling Party Number (CPN).
"Collocation" is an arrangement where Owest provides space in Owest Premises for the
placement of WSP's equipment to be used for the purpose of Interconnection.
"Commercial Mobile Radio Service" or "CMRS" is defined in 47 U.S.C. Section 332 and FCC
rules and orders interpreting that statute.
"Commission" means the Idaho Public Utilities Commission.
"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.
"Competitive Local Exchange Carriet' or "CLEC" refers to a Party that has submitted a request,
pursuant to an Agreement, to obtain Interconnection, access to Unbundled Network Elements,
ancillary services, or resale of Telecommunications Services. CLEC is an entity authorized to
provide local Exchange Service that does not otherwise qualify as an Incumbent Local
September 16, 2010/mms/Alled Wireless Comm Corp/ID/CDS-100629-0001
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.Section 4
Definitions
Exchange Carrier (ILEC).
"Confidential Information" shall have the meaning set forth in Section 5.16.
"Connecting Facilty Assignment" or "CFA" is a slot or channel assignment of WSP identifying
where their DS1s or DS3 will be connecting with the LEC. A CFA is the identifier or location
where a WSP wil interconnect with the incumbent Telecommunications Carrier.
"Cross Connection" is a cabling scheme between cabling runs, subsystems, and equipment
using patch cords or jumper wires that attach to connection hardware on each end.
.
"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.
"Demarcation Point" means the point where Owest owned or controlled facilities cease, and
WSP, End User Customer, premises owner or landlord ownership or control of facilities begin.
"Dialing Parity" shall have the meaning set forth in Section 14.1.
"Digital Signal Level" means one of several transmission rates in the time-division multiplex
hierarchy.
"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.
"Digital Signal Level 1" or "DS1" 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.
"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.
"Due Date" means the specific date on which the requested service is to be available to WSP as
applicable.
"Effective Date" shall have the meaning set forth in Section 5.2.1.
"Electronic Bonding" is a real-time and secure electronic exchange of data between information
systems in separate companies. Electronic Bonding allows electronic access to services which
have traditionally been handled through manual means. The heart of Electronic Bonding is
strict adherence to both International and National standards. These standards define the
communication and data protocols allowing all organizations in the world to exchange
information.
"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.
.
"Environmental Hazard" means any substance the presence, use, transport, abandonment or
disposal of which (i) requires investigation, remediation, compensation, fine or penalty under
any Applicable Law (including, without limitation, the Comprehensive Environmental Response
Compensation and Liability Act, Superfund Amendment and Reauthorization Act, Resource
Conservation Recovery Act, the Occupational Safety and Health Act and provisions with similar
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Section 4
Definitions
purposes in applicable foreign, state and local jurisdictions) or (ii) poses risks to human health,
safety or the environment (including, without limitation, indoor, outdoor or orbital space
environments) and is regulated under any Applicable Law.
.
"Exchange Access" shall have the same meaning as in the Act.
"Exchange Message Interface" or "EMI" means the format used for exchange of
Telecommunications message information among Telecommunications Carriers. It is
referenced in the Allance for Telecommunications Industry Solutions (ATIS) document that
defines industry guidelines for the exchange of message records.
"Exchange Message Record" or "EMR" is the standard used for exchange of
telecommunications message information between telecommunications providers for bilable,
non-billable, sample, settlement and study data. EMR format is contained in BR-010-200-010
CRIS Exchange Message Record, a Telcordia document that defines industry standards for
Exchange Message Records.
"Exchange Service" or "Extended Area Service (EAS)/Local Traffic" means traffic that is
originated by a Wireline end user and terminated within the Local Calling Area as defined in
Owests Southern Idaho and Northern Idaho Exchange and Network Services Catalogs.
"FCC" means the Federal Communications Commission.
"Firm Order Confirmation Date" or "FOC" means the notice Owest provides to WSP to confirm
that WSP's Access Service Order (ASR) has been received and has been successfully .
processed. The FOCconfirms the schedule of dates committed to by Owest for the
provisioning of the service requested.
"Individual Case Basis" or "ICB" shall have the meaning set forth in Exhibit i.
"Information Service" is the offering of a capability for generating, acquiring, storing,
transforming, processing, retrieving, utilizing, or making available information via
Telecommunications, and includes electronic publishing, but does not include any use of any
such capability for the management, control, or operation of a Telecommunications system or
the management of a Telecommunications Service.
"Information Services Providers" or "ISPs" are providers of Information Services.
"Integrated Digital Loop Carrier" means a subscriber loop carrier system, which integrates
multiple voice channels within the Switch on a DS1 level signaL.
"Intercarrier Compensation Credit" is a monetary credit for two-way Wireline to Wireless traffic
which is originated by a Owest Wireline End User Customer within the LATA, transported by
Owest, and terminates to WSP's Wireless End User Customer within the MTA area. When
more than two (2) Carriers are involved in transporting a call, Intercarrier Compensation Credit
does not apply.
"Interconnection" is as described in the Act and refers to the connection between networks for
the purpose of transmission and routing of traffic.
"Interconnection Agreement" or "Agreement" or "ICA" is an agreement entered into between
Owest and WSP for Interconnection, or other services as a result of negotiations, adoption .
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Section 4
Definitions
and/or arbitration or a combination thereof pursuant to Section 252 of the Act. When WSP signs
and delivers a copy of this Agreement to Qwest pursuant to the notice provision of the
Agreement it becomes the Interconnection Agreement between the Parties pursuant to Section
252(e) of the Act. "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.
"Interexchange Carrier" (IXC) means a Carrier that provides InterLATA or IntraLATA Toll
services.
"Interexchange Service" means telecommunications service between stations in different
exchange areas. Modification of Final Judgment, § IV(K), reprinted in United States v. Am. Tel.
& Tel. Co., 552 F. Supp. 131,229 (D.D.C. 1982) (defining "interexchange telecommunications"
as "telecommunications between a point or points located in one exchange telecommunications
area and a point or points located in one or more other exchange areas or a point outside an
exchange area").
"lnterLATA" describes Telecommunications traffc between a point located in a Local Access
and Transport Area ("LATA") and a point located outside such area.
"lnterMTA" describes Wireless Telecommunications Services originating in one MTA and
terminating in another MT A.
"lnterMTA Factors" are factors that are used in intercarrier compensation to determinelnterMTA
and InterMTA Roaming MOUs when WSP's End User Customer is initiating (M-L) or terminating
(L-M) a call in another MTA.
"Internet Service Provider-Bound" or "ISP-Bound" refers only to the traffic delivered to an
Internet Service provider for which the FCC prescribed intercarrier compensation in the
Intercarrier Compensation for ISP-Bound Traffic, CC Docket No. 99-68, Order on Remand and
Report and Order, 16 FCC Rcd 9151 (2001)(the "ISP Remand Order"). Such traffic does not
include traffic delivered to an Internet Service provider located in a different local callng area
than the calling party.
"lntraLATA" describes Telecommunications functions originating and terminating in the same
LATA.
"lntraLATA Toll" describes IntraLATA traffic outside the Local Calling Area.
"lntraMTA" describes Wireless Telecommunication Services that originate and terminate in the
same MTA.
"Local Access and Transport Area" or "LATA" is as defined in the Act.
"Local Calling Area" is a geographically defined area as established by the effective tariffs of
Qwest, as approved by the Commission.
"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.
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"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.
"Local Number Portability" or "LNP" shall have the meaning set forth in Section 9.1.1.1.
"Local Service Request" or "LSR" means the industry standard forms and supporting
documentation used for ordering local services.
"Local Tandem Switch" is a Owest switch used to connect and switch trunk circuits between
End Office Switches for traffic within an EAS/Local callng area.
"Location Routing Number" or "LRN" means a unique ten- (10)-digit number assigned to a
Central Office Switch in a defined geographic area for call routing purposes. This ten- (10)-digit
number serves as a network address and the routing information is stored in a database.
Switches routing calls to subscribers whose telephone numbers are in portable NXXs perform a
database query to obtain the Location Routing Number that corresponds with the Switch serving
the dialed telephone number. Based on the Location Routing Number, the querying Carrier then
routes the call to the Switch serving the ported number. The term "LRN" may also be used to
refer to a method of LNP.
"Maintenance and Repair" involves the exchange of information between Carriers where one
initiates a request for maintenance or repair of existing products and services thereof from the
other with attendant acknowledgments and status reports in order to ensure proper operation
and functionality of facilties.
"Maintenance of Service charge" is a miscellaneous charge that relates to trouble isolation work
performed by Owest. 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.
"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.
"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.
"Meet-Point Billing" or "MPB" or "Jointly Provided Switched Access" or "JPSA" refers to an
arrangement whereby two (2) or more Telecommunications Carriers (including a LEC and WSP)
receive traffic in the same LATA that the call is to be terminated in or originated from, and jointly
provide Switched Access Service to an Interexchange Carrier, with each LEC (or WSP) billng
and receiving, if applicable, an appropriate share of the revenues from the IXC as defined by the
effective Switched Access Tariff or, if applicable, WSP contract.
"Mid-Span Meet" means an Interconnection between two (2) networks, designated by two (2)
Telecommunications Carriers, whereby each provides its own cable and equipment up to the
Meet Point of the cable facilities.
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"Mid-Span Meet POI" A Mid-Span Meet POI is a negotiated Point of Interface, limited to the
Interconnection of facilities between the Qwest Serving Wire Center location and the location of
the WSP switch or other equipment located within the area served by the Qwest Serving Wire
Center.
"Miscellaneous Charges" mean charges that apply for miscellaneous services provided at
WSP's request or based on WSP's actions that result in miscellaneous services being provided
by Qwest, as described in this Agreement.
"Multiple Exchange Carrier Access Billng" or "MECAB" refers to the document prepared by the
Billing Committee of the Ordering and Billing Forum (OBF), which functions under the auspices
of the Carrier Liaison Cómmittee (CLC) of the Alliance for Telecommunications Industry
Solutions (ATIS). The MECAB document, published by ATIS (0401004-0009), 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.
"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 Billng 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 ATIS (0404120-0006),
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).
"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.
"N-1 Carrier" means the Carrier in the call routing process immediately preceding the
terminating carrier. The N-1 Carrier is responsible for performing the database queries (under
the FCC's rules) to determine the LRN value for correctly routing a call to a ported number.
"North American Numbering Plan" or "NANP" means the basic numbering plan used for the
Telecommunications networks located in the United States as well as 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 3-digit NXX code and 4-digit line number.
"Number Portability Administration Center" or "NPAC" means one (1) of the seven (7) regional
number portability centers involved in the dissemination of data associated with ported
numbers. The NPACs were established for each of the seven (7) original Bell Operating
Company regions so as to cover the fifty (50) states, the District of Columbia and the U.S.
territories in the North American Numbering Plan area.
"Numbering Plan Area" or "NPA" is also sometimes referred to as an area code. It is a unique
three-digit indicator that is defined by the "A," "B" and "C" digits of each 10-digit telephone
number within the NANP. Each NPA contains 800 possible NXX Codes. There are two (2)
general categories of NPA: "Geographic NPA" is associated with a defined geographic area
and all telephone numbers bearing such NPA are associated with services provided within that
geographic area. A "Non-Geographic NPA," also known as a "Service Access Code" (SAC
Code), is typically associated with a specialized Telecommunications Service which may be
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Definitions .provided across multiple geographic NPA areas; 500, Toll Free Service NPAs, 700, and 900 are
examples of Non-Geographic NPAs.
"NXX," "NXX Code," "Central Office Code," or "CO Code" is the three- (3)-digit Switch entity
code which is defined by the "D," "E" and "F" digits of a ten- (10) digit telephone number within
the NANP.
"Operational Support Systems" or "OSS" shall have the meaning set forth in Section 12.
"Operator Tandem" means a Owest switching system that provides a traffic concentration and
distribution function for Owest operator assisted traffic.
"Ordering and Billng Forum" or "OBF" means the telecommunications industry forum, under the
auspices of the Carrier Liaison Committee of the Allance for Telecommunications Industry
Solutions, concerned with inter-company ordering and Biling.
"Originating Line Information Parameter" or "OLIP" is a CCS SS7 signaling parameter that
identifies the line class of service, Le., originating screening and routing translation.
"Parity" means the provision of non-discriminatory access to Interconnection and other services
provided under this Agreement to the extent legally required on rates, terms and conditions that
are non-discriminatory, just and reasonable. Where Technically Feasible, the access provided
by Owest wil be provided in "substantially the same time and manner" to that which Owest
provides to itself, its End User Customers, its Affiliates or to any other party.
"Party" means either Owest or WSP and "Parties" means Owest and WSP. .
"Percent Local Usage (PLU) Factors" are percentages used in the Owest intercarrier
compensation credit method in determining Minutes of Use (MOU) for Land to Mobile (L-M) and
Mobile to Land (M-L) traffic based on Owest measured M-L traffc.
"PLU 1" is a factor for determining the total L-M and M-L MOUs between Owest and WSP
based on M-L traffc measured by Owest.
"PLU 2A" is a factor for determining Owest originated L-M MOUs terminating on WSP's network
subject to intercarrier compensation.
"PLU 2B" is a factor for determining the portion of Owest originated traffc that rides the Type 2
facilty between Owests Tandem Switches or End Office Switches and WSP's POI for
calculation of the facilities credit to WSP.
"Person" is a general term meaning an individual or association, corporation, firm, joint-stock
company, organization, partnership, trust or any other form or kind of entity.
"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. "Point of Presence" or "POP" means the Point of Presence of an IXC.
"Port" is an action relating to porting a telephone number from one central office switch to
another central office switch using Local Number Portabilty..
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Definitions
"Premises" refers to Owests Central Offices and Serving Wire Centers; all buildings or similar
structures owned, leased, or otherwise controlled by Owest that house its network facilities; all
structures that house Owest facilities on public rights-of-way; and all land owned, leased, or
otherwise controlled by Owest that is adjacent to these Central Offices, Wire Centers, buildings
and structures.
"Product Catalog" or "PCAT" is a Owest document that provides information needed to request
services available under this Agreement. The PCAT is available on Owests web site:
http://ww.gwest.com/wholesale/pcatlwirelesstype2.html
"Proprietary Information" shall have the same meaning as Confidential Information
"Provisioning" involves the exchange of information between Telecommunications Carriers
where one executes a request for a set of products and services from the other with attendant
acknowledgments and status reports.
"Public Safety Answering Point" or "PSAP" is the public safety communications center where
911/E911 calls for a specific geographic area are answered.
"Public Switched Network" includes all Switches and transmission facilities, whether by wire or
radio, provided by any Common Carrier including LECs, IXCs and CMRS providers that use the
NANP in connection with the provision of switched services.
"Rate Centet' 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.
"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.
"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.
"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.
"Serving Wire Center" denotes the Owest building from which dial tone for local Exchange
Service would normally be provided to a particular End User Customer Premises.
"Signaling System 7" or "SS7" is an out-of-band signaling protocol consisting of four basic sub-
protocols:
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1) Message Transfer Part (MTP), which provides functions for basic routing of
signaling messages between signaling points;
2) Signaling Connection Control Part (SCCP), which provides additional routing and
management functions for transfer of messages other than call setup between signaling
points;
3) Integrated Services Digital Network User Part (ISUP), which provides for transfer
of call setup signaling information between signaling points; and
4) Transaction Capabilties Application Part (TCAP), which provides for transfer of
non-circuit related information between signaling points.
"Switch" means a switching device employed by a Carrier within the Public Switched Network.
Switch includes but is not limited to End Office Switches, Tandem Switches, Access Tandem
Switches, Remote Switching Modules, and Packet Switches. Switches may be employed as a
combination of End OfficelTandem Switches.
"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 B, Feature Group 0, axx
access, and 900 access and their successors or similar Switched Access Services.
''Tariff' as used throughout this Agreement refers to Qwest interstate Tariffs and state Tariffs,
price lists and price schedules.
"Technically Feasible" Interconnection, Collocation, and other methods of achieving
Interconnection at a point in the network shall be deemed Technically Feasible absent technical
or operational concerns that prevent the fulfillment of a request by a Telecommunications
Carrier for such Interconnection, access, or methods. A determination of technical feasibilty
does not include consideration of economic, accounting, Biling, space, or site concerns, except
that space and site concerns may be considered in circumstances where there is no possibilty
of expanding the space available. The fact that an incumbent LEC must modify its facilities or
equipment to respond to such request does not determine whether satisfying such request is
Technically Feasible. An incumbent LEC that claims that it cannot satisfy such request because
of adverse network reliability impacts must prove to the Commission by clear and convincing
evidence that such Interconnection, access, or methods would result in specific and significant
adverse network reliability impacts.
"Telecommunications" means the transmission, between or among points specified by the user,
of information of the user's choosing, without change in the form or content of the information as
sent and received.
"Telecommunications Carrier" means any provider of Telecommunications Services, except that
such term does not include aggregators of Telecommunications Services (as defined in Section
226 of the Act). A Telecommunications Carrier shall be treated as a Common Carrier 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 satellte service shall be treated as common carriage.
''Telecommunications Services" means the offering of Telecommunications for a fee directly to
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the public, or to such classes of users as to be effectively available directly to the public,
regardless of the facilties used.
"Telephone Exchange Service" means a service within a telephone exchange, or within a
connected system of telephone exchanges within the same exchange area operated to furnish
to End User Customers intercommunicating service of the character ordinarily furnished by a
single exchange, and which is covered by the Exchange Service charge, or comparable service
provided through a system of Switches, transmission equipment or other facilties (or
combinations thereof) by which a subscriber can originate and terminate a Telecommunications
Service.
"Toll Free Service" means service provided with any dialing sequence that invokes Toll Free,
Le., 800-like, service processing. Toll Free Service currently includes calls to the Toll Free
Service 800/888/877/866 NPA SAC codes.
"Transit Service" is any traffic that originates from one (1) Telecommunications Carrier's network
and/or its end user(s), transits another Telecommunications Carrier's network and terminates to
yet another Telecommunications Carrier's network and/or its end user(s).
"Trouble Isolation Charge" - see "Maintenance of Service."
"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.
'Waste" means all hazardous and non-hazardous substances and materials which are intended
to be discarded, scrapped or recycled, associated with activities WSP or Qwest or their
respective contractors or agents perform at Work Locations. It shall be presumed that all
substances or materials associated with such activities, that are not in use or incorporated into
structures (including without limitation damaged components or tools, leftovers, containers,
garbage, scrap, residues or by-products), except for substances and materials that WSP, Qwest
or their respective contractors or agents intend to use in their original form in connection with
similar activities, are Waste. Waste shall not include substances, materials or components
incorporated into structures (such as cable routes) even after such components or structures
are no longer in current use.
"Wire Center" means the location of a Qwest local switching facility containing one or more
Central Offces, as defined in the Appendix to Part 36, Chapter 1 of Title 47 of the Code of
Federal Regulations. Wire Center boundaries define the area in which all End User Customers
served by a given Wire Center are located. "Wireless" for the purposes of this Agreement, are
Telecommunications Services provided by a 2-way CMRS Carrier in accordance with its CMRS
Iicense(s). This includes both cellular and personal communications service providers.
"Wireless Interconnection Service" or ("WIS)" is the Qwest product name for Interconnection as
described in Section 6 of this Agreement.
"Wireless Interconnection Service (WIS) Entrance Facility" is a DS1 or DS3 facility that extends
from WSP's Switch location or Point of Interconnection (POi) to the Qwest Serving Wire Center.
An Entrance Facility may not extend beyond the area served by the Qwest Serving Wire Center.
"Wireless Service Providet' or "WSP" for purposes of this Agreement is a 2-way CMRS provider
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of local service.
"Wireless Switched Access Traffic" is traffic that originates at one of the WSP'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 WSP's End User Customers, when the traffic transits the
Qwest network. See Section 6.5.
"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.
"Work Locations" means any real estate that WSP or Qwest, as appropriate, owns, leases or
licenses, or in which it holds easements or other rights to use, or does use, in connection with
this Agreement.
Terms not otherwise defined here but defined in the Act and the orders and the rules
implementing the Act, shall have the meaning defined there. The definition of terms that are
included here and are also defined in the Act, or its implementing orders or rules, are intended
to include the definition as set forth in the Act and the rules implementing the Act.
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Terms and Conditions
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SECTION 5.0 . TERMS AND CONDITIONS
5.1 General Provisions
5.1.1 Intentionally Left Blank.
5.1.2 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.
5.1.3 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.
5.1.3.1 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 facilties 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.
5.1.3.2 If the impairment is service impacting but does not meet the parameters
set forth in Section 5.1.3.1, such as low level noise or other interference, the other Party
shall provide written notice within five (5) Days of such impairment to the other Party and
such notice shall include the information set forth in subsection 5.1.3.1. 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.
5.1.3.3 If either Party causes non-service impacting impairment the other Party
shall provide written notice within fifteen (15) Days of the impairment to the other Party
and such notice shall include the information set forth in subsection 5.1.3.1. 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) Days of written notice, or if such non-
compliance cannot be corrected within fifteen (15) 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.
5.1.3.4 It is the responsibility of either Party to inform its End User Customers of
service impacting impairment that may result in discontinuance of service as soon as the
Party receives notice of same..
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Terms and Conditions .5.1.4 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.
5.1.5 The Parties shall work cooperatively to minimize fraud associated with third-
number biled calls, calling card calls, and any other services related to this Agreement.
5.1.6 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,
Owest shall not assess any charges against WSP for services, facilties, 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.
5.2 Term of Agreement
5.2.1 This Agreement shall become effective the date of Commission Approval
("Effective Date"); however, the Parties may agree to implement the provisions of thisAgreement upon execution. This Agreement shall be binding upon the Parties for a term of
three (3) years and shall expire on December 31,2013, unless the Parties mutually agree to an
earlier termination.
5.2.2 Upon expiration of the term of this Agreement, this Agreement shall continue in .
full force and effect unti superseded by a successor agreement in accordance with this Section
5.2.2. 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. This Agreement will
terminate on the date a successor agreement is approved by the Commission. However,
nothing relieves WSP from fulfilling the obligations incurred under the prior Agreement.
5.3 Intentionally Left Blank
5.4 Payment
5.4.1 Amounts payable under this Agreement are due and payable within thirty (30)
Days after the date of invoice (Payment Due Date). If a Payment Due Date falls on a Sunday,
or on a holiday which is observed on a Monday, the payment date shall be the first non-holiday
day following such Sunday or holiday. If a Payment Due Date falls on a Saturday or on a
holiday which is observed on Tuesday, Wednesday, Thursday or Friday, the payment date shall
be the last non-holiday day preceding such Saturday or holiday. For invoices distributed
electronically, the date of invoice is the same as if the invoice were biled on paper, not the date
the electronic delivery occurs. If either Party fails to make payment on or before the Payment
Due Date, the other Party may invoke all available rights and remedies.
5.4.2 One Party may discontinue processing orders for the failure of the other Party to
make full payment for the services, less any good faith disputed amount as provided for in
Section 5.4.4 of this Agreement, for the services provided under this Agreement within thirty
(30) Days following the payment due date provided the Billng Part has notified the other Part
in writing at least ten (10) business days prior to discontinuing the processing of orders for
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Terms and Conditions
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services. If the Billing Party does not refuse to accept additional orders for the 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 Part's right to refuse to accept
additional orders for the 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 services not disputed in good faith under this Agreement. Additionally, the Billing Party may
require a deposit (or additional deposit) from the biled Party, pursuant to this section. In
addition to other remedies that may be available at law or equity, the biled Party reserves the
right to seek equitable relief, including injunctive relief and specific performance.
5.4.3 The Billing Party may disconnect services for failure by the billed Party to make
full payment, less any good faith disputed amount as provided for in Section 5.4.4 of this
Agreement, for the services provided under this Agreement within sixty (60) Days following the
payment due date. The billed Party will pay the applicable reconnect charge set forth in Exhibit
A required to reconnect each service disconnected pursuant to this paragraph. The Biling Party
will notify the biled Party at least ten (10) business days prior to disconnection of the 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 Billng Party's right to disconnect services
of the non-complying Party without further notice. For reconnection of the services to occur, the
billed Party will be required to make full payment of all past and current undisputed charges
under this Agreement for the 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 biled Party, pursuant to
this Section. 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 Owest dispute, in good faith, any portion of the charges under
this Agreement, the Parties will notify each other in writing within fifteen (15) Days following the
payment due date identifying the amount, reason and rationale of such dispute. At a minimum,
WSP and Owest shall pay all undisputed amounts due. Both WSP and Owest agree to
expedite the investigation of any disputed amounts, promptly provide reasonably requested
documentation regarding the amount disputed, and work in good faith in an effort to resolve and
sette the dispute through informal means prior to invoking any other rights or remedies.
5.4.4.1 If a Party disputes charges and does not pay such charges by the
payment due date, such charges may be subject to late payment charges. If the
disputed charges have been withheld and the dispute is resolved in favor of the Billing
Party, the withholding Party shall pay the disputed amount and applicable late payment
charges no later than the next Bil Date following the resolution. If the disputed charges
have been withheld and the dispute is resolved in favor of the disputing Party, the Biling
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 Bil
Date after the resolution of the dispute.
5.4.4.2 If a Party pays the disputed charges and the dispute is resolved in favor
of the Billing Party, no further action is required. If a Part pays the charges disputed at
the time of payment or at any time thereafter pursuant to Section 5.4.4.3, and the
dispute is resolved in favor of the disputing Party, the Billng Party will adjust the Billng,
usually within two (2) Billing cycles, after the resolution of the dispute, as follows:
(1) The Biling Party will credit the Billed Party's bil for the disputed amount and
any associated interest; or.
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(2) If the disputed amount is greater than the bil to be credited, pay the
remaining amount to the Biled Part.
(3) The interest calculated on the disputed amounts wil be the same rate as late
payment charges. In no event, however, will any late payment charges be
assessed on any previously assessed late payment charges.
5.4.4.3 If the Billed Party fails to dispute a rate or charge within one hundred
twenty (120) Days following the invoice date on which the rate or charge appeared,
adjustment wil be made on a going-forward basis only, beginning with the date of the
dispute.
5.4.5 In the event of a material adverse change in WSP's financial condition
subsequent to the Effective Date of this Agreement, Qwest may request a security deposit. A
"material adverse change in financial condition" means WSP is a new WSP with no established
credit history, or is a WSP that has not established satisfactory credit with Qwest, or the Party is
repeatedly delinquent in making its payments, or is being reconnected after a disconnection of
Service or discontinuance of the processing of orders by Qwest due to a previous failure to pay
undisputed charges in a timely manner. Qwest may require a deposit to be held as security for
the payment of charges before the orders from WSP will be provisioned and completed or
before reconnection of Service. "Repeatedly delinquent" means any payment of a material
amount of total monthly Billing under the Agreement received after the Payment Due Date,
three (3) or more times during the last twelve (12) month period. The deposit may not exceed
the estimated total monthly charges for a two (2) month period based upon recent Billing. The
deposit may be adjusted by WSP's actual monthly average charges, payment history under this
Agreement, or other relevant factors, but in no event wil the security deposit exceed five million
dollars ($5,000,000.00). The deposit may be an irrevocable bank letter of credit, a letter of
credit with terms and conditions acceptable to Qwest, or some other form of mutually
acceptable security such as a cash deposit. Required deposits are due and payable within
thirty (30) Days after demand and non-payment is subject to Sections 5.4.2 and 5.4.3 of this
Agreement.
5.4.6 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
WSP's account or refunded, as appropriate, upon the earlier of the expiration of the term of the
Agreement or the establishment of satisfactory credit with Qwest, which wil generally be one full
year of timely 'payments of undisputed amounts in full by WSP. Upon a material change in
financial standing, including factors referenced in Section 5.4.5 above, WSP may request and
Qwest 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.
5.4.7 Qwest may review WSP's credit standing and modify the amount of deposit
required but in no event wil the maximum amount exceed the amount stated in 5.4.5 or another
amount, if approved by the Commission.
5.4.8 The late payment charge for amounts that are billed under this Agreement shall
be in accordance with Commission requirements.
5.4.9 WSP shall be responsible for notifying its End User Customers of any pending
disconnection of a service by WSP, if necessary, to allow those End User Customers to make
other arrangements for such services.
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5.4.10 WSP must not remit payment for the Services with funds obtained through the
American Recovery and Reinvestment Act (or ARRA) or other similar stimulus grants or loans
that would obligate Owest to provide certain information or perform certain functions unless
those functions and obligations are specifically agreed to by the parties in this Agreement or in
an amendment to this Agreement.
5.5 Taxes
5.5.1 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 wil be applied. If either Part (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.
5.6 Insurance
5.6.1 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's" rating of ANII 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 ten bilion dollars ($10,000,000,000), that Party may utilze an
Affiliate captive insurance company in lieu of a "Best's" rated insurer. To the extent that the
parent company of a Party is relied upon to meet the ten billion dollar ($10,000,000,000) asset
threshold, such parent shall be responsible for the insurance obligations contained in this
Section 5.6.1, to the extent its affiliated Party fails to meet such obligations.
5.6.1.1 Workers' Compensation with statutory limits as required in the state of
operation and Employers' Liability insurance with limits of not less than one hundred
thousand dollars ($100,000) each accident.
5.6.1.2 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 liabilty assumed by
each Party hereunder. The limits of insurance shall not be less than one millon dollars
($1,000,000) each occurrence and two milion dollars ($2,000,000) general aggregate
limit.
5.6.1.3 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 one million dollars ($1,000,000) per occurrence for bodily injury and property.
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damage.
5.6.1.4 Umbrella/Excess Liabilty insurance in an amount of ten millon dollars
($10,000,000) excess of Commercial General Liabilty 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 eleven millon dollars ($11,000,000).
5.6.1.5 "All Risk" Propert coverage on a full replacement cost basis insuring all
of WSP personal propert situated on or within the Premises or Remote Premises.
5.6.2 Each Party wil 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) Days prior written notice of cancellation of the policy(s) to which certificate(s) relate;
(3) indicate that coverage is primary and not excess of, or contributory with, any other valid andcollectible insurance purchased by the other Party; and (4) acknowledge severability of
interest/cross liability coverage.
5.7 Force Majeure
5.7.1 Neither Part 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 miltary 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 Part 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.
5.8 Limitation of Liabilty
5.8.1 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 liabilty 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.
5.8.2 Neither Party shall be liable to the other for indirect, incidental, consequential, or
special damages, including (without limitation) damages for lost profits, lost revenues, lost
savings suffered by the other Party regardless of the form of action, whether in contract,
warranty, strict liability, tort, including (without limitation) negligence of any kind and regardless
of whether the Parties know the possibility that such damages could result.
5.8.3 Intentionally Left Blank.
5.8.4 Nothing contained in this Section shall limit either Party's liability to the other for
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(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.
5.8.5 Nothing contained in this Section 5.8 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.
5.9 Indemnity
5.9.1 The Parties agree that unless otherwise specifically set forth in this Agreement
the following constitute the sole indemnification obligations between and among the Parties:
5.9.1.1 Each of the Parties agrees to release, indemnify, defend and hold
harmless the other Part and each of its offcers, directors, employees and agents (each
an Indemnitee) from and against and in respect of any loss, debt, liability, damage,
obligation, claim, demand, judgment or settement 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. .
5.9.1.2 In the case of claims or loss alleged or incurred by an End User Customer
of either Party arising out of or in connection with services provided to the End User
Customer by the Party, the Party whose End User Customer alleged or incurred such
claims or loss (the Indemnifying Party) shall defend and indemnify the other Party and
each of its officers, directors, employees and agents (collectively the Indemnified Party)
against any and all such claims or loss by the Indemnifying Party's, End User Customers
regardless of whether the underlying service was provided 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 persons, or for loss, damage to, or destruction of tangible property, whether or
not owned by others, alleged to have resulted directly from the negligence or intentional
conduct of the employees, contractors, agents, or other representatives of the
Indemnified Party.
5.9.2 The indemnification provided herein shall be conditioned upon:
5.9.2.1 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 Part's ability to defend such claim.
5.9.2.2 . 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
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Part. Each Party agrees to cooperate with the other Party in the defense of any such
action and the relevant records of each Part shall be available to the other Party with
respect to any such defense.
5.9.2.3 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 Part shall
not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified
Party against, any cost or liabilty in excess of such refused compromise or settlement.
5.10 Intellectual Propert
5.10.1 Except for a license to use any facilties 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.
5.10.2 Subject to Section 5.9.2, each Part (the Indemnifying Party) shall indemnify and
hold the other Party (the Indemnified Part) 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. In
addition to being subject to the provisions of Section 5.9.2, 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
Affilates), 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 of
any claim, the Indemnifying Party may, at its sole option (a) obtain the right for the Indemnified
Party to continue to use the facility or service; or (b) replace or modify the facility or service to
make such facility or service non-infringing. If the Indemnifying Party is not reasonably able to
obtain the right for continued use or to replace or modify the facilty or service as provided in the
preceding sentence and either (a) the facilty or service is held to be infringing by a court of
competent jurisdiction or (b) the Indemnifying Party reasonably believes that the facility or
service wil 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.
5.10.3 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
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hereunder and at least in the same manner used by Owest for the facilties and services
provided hereunder. Owest shall notify WSP immediately in the event that Owest beHeves it
has used its best efforts to obtain such rights, but has been unsuccessful in obtaining such
rights.
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5.10.3.1 Owestcovenants that it wil not enter into any licensing agreements with
respect to any Owest facilties, equipment or services, including software, that contain
provisions that would disqualify WSP from using or interconnecting with such facilities,
equipment or services, including softare, pursuant to the terms of this Agreement.
Owest warrants and further covenants that it has not and wil 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 softare, pursuant
to the terms of this Agreement. To the extent that providers of facilities, equipment,
services or softare in Owests network provide Owest with indemnities covering
intellectual property liabilities and those indemnities allow a flow-through.of protection to
third parties, Owest shall flow those indemnity protections through to WSP.
5.10.4 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.
5.10.5 Neither Party shall without the express written permission of the other Party,
state or imply that: 1) it is connected, or in any way affiliated with the other or its Affiliates; 2) it is
part of a joint business association or any similar arrangement with the other or its Affiliates; 3)
the other Party and its Affiliates are in any way sponsoring, endorsing or certifying it and its
goods and services; or 4) with respect to its marketing, advertising or promotional activities or
materials, the 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.
5.10.6 Owest 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 wil do anything inconsistent with the other's
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 wil infringe the Marks of the other.
5.11 Warranties
5.11.1 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
FAULTS..
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5.12 Assignment
5.12.1 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 Affilate or an entity under its common control; without the
consent of the other Part, 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.
5.12.2 In the event that Owest transfers to any unaffilated Part exchanges including
End User Customers that WSP serves in whole or in part through facilties or services provided
by Owest under this Agreement, the transferee shall be deemed a successor to Owests
responsibilties 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 responsibilties either as a condition of the transfer
or under such other state statutory authority as may give it such power. In the event of such a
proposed transfer, Owest shall use its best efforts to facilitate discussions between WSP and
the Transferee with respect to Transferee's assumption of Owests obligations pursuant to the
terms of this Agreement.
5.12.3 Nothing in this section is intended to restrict WSP's rights to opt into a Wireless
Interconnection Agreement under § 252(i) of the Act and 47 C.F.R. § 51.809.
5.13 Default
5.13.1 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) Days after written notice thereof, the other Party may seek relief in
accordance with the Dispute Resolution provision of this Agreement. The failure of either Party
to enforce any of the provisions of this Agreement or the waiver thereof in any instance shall not
be construed as a general waiver or relinquishment on its part of any such provision, but the
same shall, nevertheless, be and remain in full force and effect.
5.14 Disclaimer of Agency
5.14.1 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 Part
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.
5.15 Severabilty
5.15.1 In the event that anyone or more of the provisions contained herein shall for any
reason be held to be unenforceable or invalid in any respect under law or regulation, the Parties
wil 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
unenforceabilty will affect only the portion of this Agreement, which is invalid or unenforceable.
In all other respects, this Agreement wil 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.
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5.16 Nondisclosure
5.16.1 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, facilty
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) 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 thåt 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.
5.16.2 Upon request by the disclosing Party, the receiving Part 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.
5.16.3 Each Party shall keep all of the other Party's Proprietary Information confidential
and wil disclose it on a need to know basis only. Each party shall use the other Party's
Proprietary Information only in connection with this Agreement. Agreement and in accordance
with Applicable Law, including but not limited to, 47 U.S.C. § 222. In accordance with Section
222 of the Act, when either Party receives or obtains Proprietary Information from the other
Party for purposes of providing any Telecommunications Services, that Party shall use such
information only for such purpose, and shall not use such information for its own marketing
efforts. Neither Party shall use the other Party's Proprietary Information for any other purpose
except upon such terms and conditions as may be agreed upon between the Parties in writing.
Violations of these obligations shall subject a Party's employees to disciplinary action up to and
including termination of employment. If either Party loses, or makes an unauthorized disclosure
of, the other Party's Proprietary Information, it will notify such other Party immediately and use
reasonable efforts to retrieve the information.
5.16.4 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
b) is or becomes publicly known through no wrongful act of the receiving Party; or
c) 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.
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Section 5
Terms and Conditions
Proprietary Information; or
e) is disclosed to a third Person by the disclosing Party without similar restrictions
on such third Person's rights; or
f) 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 Part shall give sufficient notice of the requirement
to the disclosing Party to enable the disclosing Party to seek protective orders.
5.16.5 Nothing herein is intended to prohibit a Party from supplying factual information
about its network and Telecommunications Services on or connected to its network to regulatory
agencies including the Federal Communications Commission and the Commission so long as
any confidential obligation is protected. 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 InterLAT A services by Owest 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.
5.16.6 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.
5.16.7 Each Party agrees that the disclosing Party could be irreparably injured by a
breach of the confidentiality obligations of this Agreement by the receiving Party or its
representatives and that the disclosing Party shall be entitled to seek equitable relief, including
injunctive relief and specific performance in the event of any breach of the confidentiality
provisions of this Agreement. Such remedies shall not be deemed to be the exclusive remedies
for a breach of the confidentiality provisions of this Agreement, but shall be in addition to all
other remedies available at law or in equity.
5.16.8 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.
5.16.9 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 5.16.9.1 and 5.16.9.2.
5.16.9.1 The Parties may disclose, on a need to know basis only, WSP individual
forecasts and forecasting information disclosed by Owest, to Owests legal personnel in
connection with their representation of Owest in any dispute regarding the quality or
timeliness of the forecast as it relates to any reason for which WSP provided it to Owest
under this Agreement, as well as to WSP's wholesale account managers, wholesale WIS
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 wil 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
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.
.
.
DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
.Section 5
Terms and Conditions
.
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.
5.16.9.1.1 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.
5.16.9.2 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
5.16.9.1 above and such that no other personnel have computer access to such information.
5.17 Survival
5.17.1 Any liabilities or obligations of a Party for acts or omissions prior to the
termination of this Agreement, and any obligatior! of a Party under the provisions regarding
indemnification, Confidential or Proprietary Information, limitations of liability, and any other
provisions of this Agreement which, by their terms, are contemplated to survive (or to be
performed after) termination of this Agreement, shall survive cancellation or termination hereof.
5.18 Dispute.Resolution
5.18.1 The Parties will attempt in good faith to resolve through negotiation any dispute,
claim or controversy arising out of, or relating to, this Agreement. Either Party may give written
notice to the other Party of any dispute not resolved in the normal course of business. Each
Party will within seven (7) Days after delivery of the written notice of dispute, designate a vice-
president 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 will be at the discretion of the
representatives. By mutual agreement, the representatives may use other procedures to assist
in these negotiations. The discussions and correspondence among the representatives for the
purposes of these negotiations will be treated as Confidential Information (Confidential
Information) developed for purposes of settement, and will be exempt from discovery and
production, and not be admissible in any subsequent proceedings without the concurrence of
both Parties.
5.18.2 If the designated representatives have not reached a resolution of the dispute
within fifteen (15) Days after the written notice (or such longer period as agreed to in writing by
the Parties), then either Party may commence a civil action or regulatory proceeding, as
applicable. Unless the action falls within the exclusive jurisdiction of the Federal
Communications Commission or the state Public Utiities Commission, any action wil be
brought in the United States District Court for the District of Colorado if it has subject matter
jurisdiction over the action, and shall otherwise be brought in the Denver District Court for the
State of Colorado. The Parties agree that such courts have personal jurisdiction over them.
5.18.3 Waiver of Jury Trial and Class Action. Each Party, to the extent permitted by
law, knowingly, voluntarily, and intentionally waives its right to a trial by jury and any right to.
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Section 5
Terms and Conditions .pursue any claim or action arising out of or relating to this Agreement on a class or consolidated
basis or in a representative capacity.
5.18.4 No cause of action, including disputes raised pursuant to Section 5.4.4,
regardless of the form, arising out of or relating to this Agreement, may be brought by either
Party more than two (2) years after the cause of action arises.
5.19 Controllng Law
5.19.1 This Agreement is offered by Owest 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.
5.20 Responsibility for Environmental Contamination
5.20.1 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.
5.20.2 In the event any suspect materials within Owest-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
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. Owest agrees to
immediately notify WSP if Owest 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.
5.21 Notices
5.21.1 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 Owest and WSP at the addresses shown below:
Qwest Corporation:
Director - Wholesale Contracts
1801 California Street, 24th Floor
Denver, CO 80202
Phone: [phone]
Fax: [phone]
Email: intagree(áqwest.com
With copy to:
Owest Law Department
Wholesale, Interconnection
1801 California Street, 10th Floor
Denver, CO 80202
Phone: [phone]
Email: Legal.lnterconnection(áqwest.com
.
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Type 2 Wireless Interconnection Agreement - (v09-17 -09)30
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.Section 5
Terms and Conditions
WSP:
Cindy Steele
Allied Wireless Communications Corporation
1001 Technology Drive, Suite 400
Little Rock, AR 72223
Email: csteele\âawcc.com
With copy to:
Legal Department
Alled Wireless Communications Corp
1001 Technology Drive, Suite 400
Litte Rock, AR 72223
.
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.
5.22 Responsibilty of Each Party
5.22.1 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 perfoìmance 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 bnng 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
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 Affilates, employees, agents and contractors during the performance of
that Party's obligations hereunder.
5.23 No Third Party Beneficiaries
5.23.1 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.
5.24 Intentionally Left Blank.
5.25 Publicity
5.25.1 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.
5.26 Executed in Counterparts
5.26.1 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.
5.27 Compliance
5.27.1 Each Party shall comply with all applicable federal, state, and local laws, rules.
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Section 5
Terms and .conditions .and regulations applicable to its performance under this Agreement. Without limiting the
foregoing, Owest 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.
5.28 Compliance with the Communications Assistance Law Enforcement Act of
1994
5.28.1 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 of 1994 (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.
5.29 Cooperation
5.29.1 The Parties agree that this Agreement involves the provision of Owest 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,
Provisioning and Billng and in reasonably resolving issues which result from such
implementation on a timely basis. Electronic processes and procedures are addressed in
Section 12 of this Agreement.
5.30 Amendments
5.30.1 Either Party may request an amendment to this Agreement at any time by .
providing to the other Party in writing information about the desired amendment and proposed
language changes. If the Parties have not reached agreement on the requested amendment
within sixty (60) Days after receipt of the request, either Party may pursue resolution of the
amendment through the Dispute Resolution provisions of this Agreement.
5.30.2 Intentionally Left Blank.
5.30.3 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.
5.31 Entire Agreement
5.31.1 This Agreement (including the documents referred to herein and any
amendments to the Agreement) 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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.Section 6
Interconnection
.
SECTION 6.0 . INTERCONNECTION
6.1 Interconnection Facilty Options
6.1.1 This Section describes the Interconnection of Owests network and WSP's
network for the purpose of exchanging IntraMTA, InterMTA, and Wireless Switched Access
Traffic. Intercarrier traffic exchange will be mutual and reciprocal and all traffic exchanged
between the Parties must be provisioned pursuant to this Agreement. Owest wil provide
Interconnection at any technically feasible point within Owests network, including but not limited
to, (i) the trunk side of a local Switch and (ii) the trunk connection points for a Tandem Office
Switch.,. "Interconnection" is as described in the Act and refers, in this Section of the
Agreement, to the connection between networks for the purpose of transmission and routing of
IntraMTA traffic. Owests 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 IntraMTA Traffic; or End Office switches to
Access Tandem Switches for the exchange of InterMTA or Wireless Switched Access Traffic.
Owest Tandem to WSP Tandem Switch connections will be provided where technically feasible.
New or continued Owest Local Tandem to Owest Access Tandem and Owest Access Tandem
to Owest Access Tandem Switch connections are not required where Owest can demonstrate
that such connections present a risk of Switch exhaust and that Owest does not make similar
use of its network to transport the local calls of its own or any Affiliate's End User Customers.
6.1.1.1 Owest wil provide to WSP Interconnection at least equal in quality to that
provided to itself, to any subsidiary, Affilate, or any other party to which it provides
Interconnection. Notwithstanding specific language in other sections of this Agreement,
all provisions of this Agreement regarding Interconnection are subject to this
requirement. Owest will provide Interconnection under rates, terms and conditions that
are just, reasonable and non-discriminatory.
6.1.2 Methods of Interconnection
6.1.2.1 The Parties will negotiate the facilities arrangement used to interconnect
their respective networks. WSP shall establish at least one (1) physical Point of
Interconnection in Owest territory in each LATA where the WSP has local End User
Customers and has an NPAlNXX assigned to a Rate Center within the LATA. The
Parties shall establish, through negotiations, at least one (1) of the following
Interconnection arrangements, at any technically feasible point: (1) a DS1 or DS3 Owest
Provided WIS Entrance Facility; (2) Collocation; (3) negotiated Mid-Span Meet POI
facilities; or (4) Other technically feasible methods of Interconnection via the Bona Fide
Request (BFR) process unless a particular arrangement has been previously provided to
a third party, or is offered by Owest as a product.
6.1.2.1.1 Owest Provided WIS Entrance Facility. Interconnection may be
accomplished through the provision f)f a DS1 or DS3 WIS Entrance Facility of
WSP's determination. A WIS Entrance Facility extends from the Owest Serving
Wire Center to WSP's Switch location or any Technically Feasible POI chosen by
the WSP. Owest-provided WIS Entrance Facilities may not extend beyond the
area served by the Owest Serving Wire Center. The rates for Owest-provided
WIS Entrance Facilities are provided in Exhibit A. Owests private line transport
service is available as an alternative to WIS Entrance Facilities, when WSP uses
such private line transport service for multiple services.
6.1.2.2. Collocation. Interconnection may be accomplished through the
Collocation arrangements offered by Owest. The terms and conditions under which.
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Section 6
Interconnection .Collocation wil be available are described in Section 7.0 of this Agreement.
6.1.2.3. Mid-Span Meet POI. A Mid-Span Meet POI is a negotiated Point of
Interface, limited to the Interconnection of facilties between the Owest Serving Wire
Center location of the WSP Switch or other equipment located within the area served by
the Owest Serving Wire Center. The actual physical Point of Interface and facilties 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 POls will consist
of facilities used for the exchange of traffic and joint provisioning of Telecommunications
Services to End User Customers and other Telecommunications Carriers, as well as
Ancillary trunks such as OS, DA, and 911 trunk groups.
6.1.2.4. Owest agrees to provide local Interconnection trunk diversity to the same
extent it does so in Owests local network.
6.2 Exchange of Traffic
6.2.1 Description
6.2.1.1 Section 6.2 addresses the exchange of traffic between WSP's network
and Owests network. Intercarrier 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 Owests network, such
as Wireline originated traffic. Where either Party interconnects and delivers traffic to the .
other from third parties, each Party shall bil 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 this Agreement, the
Parties will directly exchange traffic between their respective networks without the use of
third party transit providers.
6.2.1.2 The traffic types to be exchanged under this Agreement include:
6.2.1.2.1 IntraMTA traffic as defined in this Agreement.
6.2.1.2.2 InterMTA traffic as defined in this Agreement.
6.2.1.2.3 Intentionally Left Blank.
6.2.1.2.4 Wireless Switched Access Traffic as defined in this Agreement.
6.2.1.2.5 For purposes of the Agreement, Transit Service does not include
traffic carried by Interexchange Carriers. That traffic is defined as Owest Wireless
Switched Access Traffic INhich is addressed in Section 6.5. Transit Service is
provided by Owest, as a local and Access Tandem Switch provider to the WSP
to enable the completion of calls originated by or terminated to end users of
another Telecommunications Carrier which is connected to Owests Switches.
To the extent that WSP's Switch functions as a local or Access Tandem Switch,
as defined in this Agreement, WSP may also provide transit service to Owest.
6.2.1.3 Intentionally Left Blank.
6.2.1.4 Traffic having special billing or trunking requirements includes, but are not
limited to, the following:
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
Section 6
Interconnection.6.2.1.4.1 Ancillary trunks for:
6.2.1.4.1.1 Directory Assistance
6.2.1.4.1.2 911/E911
6.2.1.4.1.3 Multi Frequency (MF) Wireless Switched Access
Traffic and Assistance Operator Services
6.2.1.4.1.4 Multi Frequency (MF) Wireless Switched Access
Traffic Toll Free Services; and
6.2.1.4.1.5 ISP Bound Traffic.
.
6.2.1.5 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 biled, and/or credit card calls only. Direct dialed
calls to Directory Assistance, 800/877/888, E911/911, 950, and Owest Repair are
permitted. It is available when WSP sends its traffic on outgoing Ancilary Trunks.
6.2.1.6 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 biled 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. Owest is
not responsible for any calls completed on other long distance company networks.
6.2.2 Terms and Conditions
6.2.2.1 Transport and Termination of IntraMTA Traffic.
6.2.2.1.1 IntraMTA Traffic will be terminated as Wireless Type 2
Interconnection Service.
6.2.2.1.2 As negotiated between the Parties, the transport of IntraMTA
Traffic may occur in several ways:
6.2.2.1.2.1 One-way or two-way trunk groups may be
established. However, if either Party elects to provision its own
one-way trunks for delivery of IntraMTA traffic to be terminated on
the other Party's network, the ordering Party will provision its own
one-way trunks. The Party ordering one-way trunks will choose
the POI location for such one-way trunks.
6.2.2.1.2.2 WSP may purchase transport services from
Owest or from a third party, including a third party that has leased
the private line transport service facility from Owest. Such
transport provides a facilty for the Type 2 trunk to be provisioned
in order to deliver the originating Party's IntraMT A Traffic to the
terminating Party's End Office Switch or Tandem Switch for call
termination. Transport may be purchased from Owest as Tandem
Switch routed (Le., tandem switching, tandem transmission and
direct trunked transport) or direct routed to an end office (Le.,
direct trunked transport). This Section is not intended to alter
either Party's obligation under Section 251 (a) of the Act..
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Section 6
Interconnection
6.2.2.1.3 When either Part utilzes the other Part's Tandem Switch for the
exchange of IntraMTA traffic, where there is a DS1's worth of traffc (512 CCS)
between the originating Part's End Ofce Switch delivered to the other Party's
Tandem Switch for delivery to one (1) of the other Party's End Offce Switches,
the originating Party wil order a direct trunk group to the other Party's End Offce
Switch. To the extent that WSP has established a Collocation arrangement at a
Owest End Office Switch location, and has available capacity, WSP may, at its
sole option, provide two-way direct trunk facilities from that End Office Switch to
WSP's Switch.
6.2.2.1.4 Type 2 ordered to a Tandem Switch wil be provided as direct
trunked transport between the Serving Wire Center of the WSP's POI and the
Tandem Switch. Tandem transmission rates, as specified in Exhibit A of this
Agreement, wil apply to the transport provided from the Tandem Switch to
Owests End Office Switch.
6.2.2.1.5 If direct trunked transport is greater than fifty (50) miles in length,
and existing facilties are not available in either Party's network, and the Parties
have not been able to resolve the issue through Mid-Span Meet arrangements,
and the Parties cannot agree as to which Part wil provide the facility, the
Parties may bring the matter before the Commission for resolution on an
Individual Case Basis.
6.2.2.1.6 Regardless of the number of Location Routing Numbers (LRNs)
used by WSP in a LATA, Owest wil route traffic destined for WSP's End User
Customers via direct trunking where direct trunking has been established. In the
event that direct trunking has not been established, such traffic shall be routed
via a Owest Tandem Switch.
6.2.2.2 InterMTA Traffic
6.2.2.2.1 InterMTA Traffic will be exchanged over Type 2 facilties and
usage will be rated using the Owests FCC's Access Tariff and the applicable
switched Access rates.
6.2.2.3 Transit Traffic
6.2.2.3.1 Owest wil accept traffic originated by WSP's network and/or its
end user(s) for termination to other Telecommunications Carrier's network and/or
its end user(s) connected to Owests Switch. Owest wil also terminate traffc
from these other Telecommunications Carriers' networks and/or its end users to
WSP's network and/or its end users. For purposes of the Agreement, transit
traffic does not include traffic carried by Interexchange Carriers. Such traffic is
defined in Section 6.5 as Owests Wireless Switched Access Traffic.
6.2.2.3.2 The Parties involved in transporting transit traffic wil deliver calls
to each involved network with CCS/SS7 protocol and the appropriate ISUP/TCAP
messages to faciltate full interoperability and billng functions.
6.2.2.3.3 The originating company is responsible for payment of appropriate
rates to the transit company and to the terminating company. The Parties agree
to enter into traffic exchange agreements with third party Telecommunications
Carriers prior to delivering traffic to be transited to third party
Telecommunications Carriers. In the event one Party originates traffic that
transits the second Part's network to reach a third party Telecommunications
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Carrier with whom the originating Party does not have a traffic exchange
agreement, then the originating Party wil indemnify, defend and hold harmless
the second Party against any and all charges levied by such third party
Telecommunications Carrier, including any termination charges related to such
traffc and any attorneys fees and expenses
6.2.2.3.4 When Owest receives an unqueried call from WSP to a telephone
number that has been Ported to another local services provider, the transit rate
will apply in addition to any query rates.
6.2.2.3.5 In the case of a transit call that terminates in the Local Callng
Area but in a different state than the call originated, and the WSP does not have
an agreement with Owest in the state where the transit call terminated, WSP
must execute an agreement for that state if it is a state served by Owest. In the
absence of such agreement, the transit rate in Exhibit A of this Agreement will be
biled to the WSP.
6.2.2.4. Owests Wireless Switched Access Traffic (See Section 6.5)
6.2.2.5 Interface Code Availability
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.
.6.2.2.6 Signaling Options
6.2.2.6.1 SS7 Out of Band Signaling. SS7 Out-of Band Signaling must be
requested on orders for Type 2 trunks. Common Channel Signaling Access
Capability Service may be obtained under Owest Intrastate and/or FCC Access
Tariffs or from a third party signaling provider. SS7 signaling may be used on
Type 2 Equal Access Trunks in an office where the SS7 Cell Feature has been
deployed. Each of the Parties, Owest 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
Owest Technical Publication 77342.
6.2.2.6.2 Multi-Frequency Signaling or MF Signaling is a signaling
method used for ancillary services to transmit address information and
other information over voice frequency transmission facilities. It is also
referred to as In-Band Signaling.
6.2.2.6.3. Clear Channel Capability (64CCC) permits 24 DSO-64
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. Owest will provide WSP with a listing of Owest Switches fully
capable of routing 64CCC traffic through the Owest web site:
http://www.gwest.com/disclosures. Where available to Owest, Owest will
provide WSP with the same 64CCC on an alternate route or if necessary
via an overlay network.
6.2.2.7. Measurement of terminating Wireless Interconnection Service (WIS)
minutes begins when the terminating WIS entry Switch receives answer supervision
from the called End User Customer's End Office Switch indicating the called End User.
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Customer has answered. The measurement of terminating call usage over Type 2
trunks ends when the terminating WIS entry Switch receives disconnect supervision
from either the called End User Customer's End Office Switch, indicating the called End
User Customer has disconnected, or WSP's Point of Interconnection, whichever is
recognized first by the entry Switch. This is commonly referred to as "conversation
time." The Parties wil only charge for actual minutès of use and/or fractions thereof of
completed calls. Minutes of use are aggregated at the end of the billng cycle by End
Office Switch and rounded to the nearest whole minute.
6.2.2.8 WIS Forecasting
6.2.2.8.1 Both WSP and Qwest shall work in good faith to define a mutually
agreed upon forecast of Type 2 trunking.
6.2.2.8.2 Both Parties shall have the obligation to participate in joint
planning meetings 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. Qwest shall provide WSP trunk group specific projections to WSP on or
before the date of the joint planning meeting.
6.2.2.8.3 Switch capacity growth requiring the addition of new switching
modules may require six (6) months for ordering and installation. To align with
the timeframe needed to provide for the requested facilties, including
engineering, ordering, installation and make ready activities, for capacity growth
Qwest wil utilize WSP's semi-annual forecasts and near-term demand submitted
on Unforecasted Demand Notification Form to ensure availability of Switch
capacity.
6.2.2.8.4 The forecast wil identify trunking requirements for a two (2) year
period.
6.2.2.8.5 Both Parties wil follow the forecasting and Provisioning
requirements of this Agreement for the appropriate sizing of trunks, and use of
direct End Office Switch versus Tandem Switch routing. See Section 6.2.2.1.3.
6.2.2.8.6 Joint planning meetings wil be used to bring clarity to the
forecasting process. Each Party wil provide adequate information associated
with the Qwest Type 2 Trunk Forecast Forms in addition to its forecasts. During
the joint planning meetings, both Parties shall provide information on major
network projects anticipated for the following year that may impact the other
Party's forecast or Interconnection requirements. No later than two (2) weeks
prior to the joint planning meetings, the Parties shall exchange information to
faciltate the planning process. Qwest shall provide WSP a report reflecting then
current spare capacity at each Qwest Switch that may impact the Interconnection
traffic. Qwest shall also provide a report reflecting then current blocking of local
direct and alternate final trunk groups, Interconnection and non-Interconnection
alike. WSP wil be provided Interconnection trunk group data on its own trunks.
Qwest shall also provide a report reflecting Tandem Switch routed
Interconnection trunking that has exceeded 512BHCCS. The information is
Qwest-proprietary, provided under non-disclosure and is to be used solely for
Interconnection network planning.
6.2.2.8.7 In addition to the above information, WSP shall provide:
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(a) Completed Owest Type 2 Trunk Forecast Forms; and
(b) Any planned use of an alternate Local Tandem Provider.
6.2.2.8.8 In addition to the above information, the following information will
be available through the Local Exchange Routing Guide (LERG) or the
Interconnections (ICONN) Database. The LERG is available through Telcordia.
ICONN is available through the Owest Web site located at:
http://ww.gwest.com/cgi-bin/iconn/iconn.pl.
(a) Owest Tandem Switches and Owest End Office Switches (LERG);
(b) CLLI codes (LERG);
(c) Business/Residence line counts (lCONN);
(d) Switch type (LERG or ICONN); and
(e) Current and planned Switch generics (ICONN).
Owest wil notify WSP six (6) months prior to LERG amendment, the anticipation
of anew Local Tandem Switch.
6.2.2.8.9 Owest network disclosure of deployment information for specific
technical capabilties (e.g., ISDN deployment, 64 CCC, etc.) shall be provided on
Owests web site, http://ww.gwest.com/disclosures.
6.2.2.8.10 When appropriate, Owest wil 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.
6.2.2.8.11 The following terms shall apply to the forecasting process:
6.2.2.8.11.1 WSP forecasts shall be provided to Owest as detailed in
the standard Wireless Type 2 Trunk Forecast Form.
6.2.2.8.11.2 WSP forecasts provided to Owest, information provided by
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 5.16.9.1 and 5.16.9.2.
6.2.2.8.12 To the extent that WSP's historical trunking underutilization is
such that it restricts Owest from provisioning trunking to itself or other carriers
without Owest augmenting its Switch for additional trunking capacity, Owest
reserves the right to reclaim the facilities for the purpose of providing capacity to
itself or other carriers. Owest shall not leave the WSP-assigned trunk group with
less than twenty five percent (25%) excess capacity. Ancilary trunks are
excluded from this treatment.
6.2.2.8.13 Intentionally Left Blank.
6.2.2.8.14 Each Party shall provide a specified point of contact for planning,
forecasting and trunk servicing purposes.
6.2.2.8.15 Interconnection facilties 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.
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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.
Qwest shall initiate such proceeding within ten (10) Days of notifying WSP in
writing that it wil not construct the requested facilties, or within ten (10) Days of
notice from WSP in writing that Qwest must either commence construction of the
facilities or initiate such proceeding with the Commission. In this proceeding,
Qwest shall not object to using the most expeditious procedure available under
state law, rule or regulation. Qwest 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, Qwest and WSP wil
share costs in proportion to each Party's use of the overall capacity of the route
involved. Qwest 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
Qwest 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.
6.2.2.9 Trunking Requirements
6.2.2.9.1 The Parties will provide designed Interconnection facilities that meet the
same technical criteria and service standards, such as probabilty of blocking in peak
hours and transmission standards, in accordance with current industry standards.
6.2.2.9.2 Intentionally Left Blank.
6.2.2.9.3 Separate trunk groups wil be established based on biling, signaling, and
network requirements. The following is the current list of traffic types that require
separate trunk groups, unless specifically otherwise stated in this Agreement.
a) Directory Assistance trunks (where the Switch type requires
separation from operator services trunks);
b) 911/E911 trunks;
c) Operator services trunks (where the Switch type requires
separation from Directory Assistance trunks);
d) Mass calling trunks, if applicable.
6.2.2.9.3.1 IntraMTA, ISP-Bound and Wireless Switched Access
Traffic (See Section 6.5), may be combined in a single WIS trunk group at
access tandems as appropriate per Section 6.2.2.9.6. Wireless Switched
Access Traffic may, upon request, be routed on a separate WIS trunk
group with all other traffc combined on the other trunk group at access
tandems as appropriate per Section 6.2.2.9.6.
6.2.2.9.4 Trunks will be ordered in increments of DS1 for exchange of IntraMTA
and Wireless Switched Access Traffic. Directory Assistance, 911/E911, operator Busy
Line Interrupt and Busy Line Verify; and Toll Free Service trunks may be ordered in DSO.
6.2.2.9.5 The Parties wil provide Common Channel Signaling (CCS) to one
another in conjunction with all trunk circuits, except as provided below.
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a) The Parties wil provision all trunking using SS7/CCS capabilties.
Exceptions to this arrangement would be limited to operator services
trunking, Directory Assistance trunking and 911 trunking.
b) When the Parties interconnect via CCS for Wireless Switched
Access Traffic, the Tandem Switch provider will provide MF/CCS
interworking as required for Interconnection with Interexchange Carriers
who use MF signaling.
6.2.2.9.6 WSP may interconnect at either the Owest Local Tandem Switch or the
Owest Access Tandem Switch for the delivery of IntraMTA traffic. When WSP is
interconnected at the Access Tandem Switch and where there would be a DS1's worth
of local traffic (512 BHCCS) between WSP's Switch and those Owest End. Office
Switches subtending a Owest Local Tandem Switch, WSP wil order a direct trunk group
to the Owest Local Tandem Switch.
6.2.2.9.6.1 Owest will allow Interconnection for the exchange
IntraMTA traffic at Owests 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.
6.2.2.9.7 To the extent Owest is using a specific End Office Switch to deliver
limited Tandem Switch functionality to itself, a wireless service provider, another CLEC,
or another ILEC, it will arrange the same trunking for WSP.
6.2.2.9.8 Alternate Traffc Routing. If WSP has a WIS arrangement which provides
two (2) paths to a Owest End Office Switch (one (1) route via a Tandem Switch and one
(1) direct route), WSP may elect to utilize alternate traffic routing. WSP traffic wil be
offered first. to the direct trunk group (also referred to as the "primary high" route) and
then overflow to the Tandem Switch group (also referred to as the "alternate final" route)
for completion to Owest End Office Switches.
6.2.2.9.9 Host-Remote. When a Owest Wire Center is served by a remote End
Office Switch, WSP may deliver traffic to the host Central Office or to the Tandem
Switch.
6.2.2.10 Wireless Interconnection Requirements
6.2.2.10.1 As a part of the Wireless Interconnection requirements, WSP will establish Type
2 trunk groups to the Owest Access Tandem, Owest Local Tandem or End Office Switch(es), as
required.
6.2.2.10.2 Type 2A Interconnections
6.2.2.10.2.1 The Type 2A Local Tandem Interconnection links WSP's
POI to a Owest Local Tandem and is used for the exchange of IntraMTA
Traffic between WSP and NXXs served by the End Offces 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 2B Primary High Use Interconnection arrangement. A
separate Type 2A Access Tandem Interconnection is needed in
conjunction with a Type 2A Local Tandem Interconnection for the
exchange of InterMTA, IntraLATA Toll, and Wireless Switched Access
Traffic..
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6.2.2.10.3 Type 2A Access Tandem Interconnection
6.2.2.10.3.1 The Type 2A Access Tandem Interconnection links WSP's
POI to a Owest Access Tandem for the exchange of InterMTA and
Wireless Switched Access Traffic. In some circumstances, the WSP may
also choose to use a Type 2A Access Tandem connection for the
exchange of IntraMTA Traffic. A Type 2A Access Tandem connection
can be configured in either of the following ways: 1.) as a separate trunk
group for both IntraMTA and InterMTA per section 6.2.2.9.6 excluding
Wireless Switched Access Traffic and a second trunk group for Wireless
Switched Access Traffic or 2.) as a single combined trunk group per
section 6.2.2.9.6 for IntraMTAllnterMTAlireless Switched Access
Traffic. Wireless Interconnection service arrangement requires
connection to those Access Tandems in each LATA where WSP has
originating or terminating traffic.
6.2.2.10.4 Type 2A Equal Access Interconnection
6.2.2.10.4.1 This direct final route trunk group is used for the delivery of
Interexchange Carrier Wireless Switched Access Traffic. It is an
Interconnection with in-band 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) in an office where the SS? Cell
Feature has been deployed and are not available as one way in (land to
mobile), two way or for paging trunks.
6.2.2.10.5 Type 28 Interconnections
6.2.2.10.5.1 Type 28 Primary High Use Interconnection
6.2.2.10.5.1.1 The Type 28 Primary High Use Interconnection is a
two-way trunk group Interconnection between WSP's POI and a Owest
End Office, within the same LATA. WSP must designate a Type 2A
Trunk Group to a Owest Local Tandem or Access Tandem Switch for
overflow. Type 28 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 IntraMTA and Owests
Local Traffic can be exchanged over this Interconnection. WSP wil not
route ancillary traffic or Wireless Switched Access Traffc through the
Type 28 Primary High Use Interconnection. Type 28 Primary High Use
trunks are required when actual busy hour traffic exceeds 512 CCS to a
Owest End Office. Only traffc destined to telephone numbers associated
with the Owest End Office and the WSP's POI may be exchanged on this
trunk group.
6.2.2.10.5.2 Type 28 Full Group Service Interconnection
6.2.2.10.5.2.1 The Type 28 Full Group Service is a direct final, two-way
trunk group connection between WSP POI and a Owest End Office,
within the same LATA. Each 28 Full Group serves only the individual
End Office. Overflow capability to an alternative trunk group is not
available with a Type 28 Full Group configuration. Only traffic destined to
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telephone numbers associated with the Qwest End Office and the WSP's
POI may be exchanged on this trunk group.
6.2.2.10.6 Type 2D Interconnection
6.2.2.10.6.1 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.
6.2.2.10.7 Ancillary Interconnection
6.2.2.10.7.1 One-way mobile to land trunk group connection between the WSP
POI and the Qwest network to terminate calls for miscellaneous traffc including:
Directory Assistance, Operator Services (collect, credit card and Third Party
Billed), MF Toll Free Services, and E911/911.
6.2.2.11 Testing
6.2.2.11.1 Acceptance Testing. At the time of installation of a WIS trunk group, and
at no additional charge, acceptance tests wil be performed to ensure that the service is
operational and meets the applicable technical parameters.
6.2.2.11.2 Testing Capabilities
6.2.2.11.2.1 Type 2 acceptance testing is provided where equipment is
available, with the following test lines: seven-digit access to balance (100 type),
millwatt (102 type), nonsynchronous or synchronous, automatic transmission
measuring (105 type), data transmission (107 type), loop-around, short circuit,
open circuit, and non-inverting digital loopback (108 type), and such other
acceptance testing that may be needed to ensure that the service is operational
and meets the applicable technical parameters.
6.2.2.11.2.2 In addition to Type 2 acceptance testing, other tests are available
(e.g., 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.
6.2.2.11..3 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.
6.2.2.12 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.4.
6.3 Intercarrier Compensation
6.3.1 Interconnection Facilty Options
.The Intercarrier Compensation Provisions of this Agreement shall apply to the exchange of
IntraMTA Traffic between WSP's network and Qwests network. Where either Party
interconnects and delivers traffic to the other from third parties, each Party shall bill such third
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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.
6.3.1.1 WIS Entrance Facilties
6.3.1.1.1 Recurring and nonrecurring rates for Entrance Facilities are specified in
Exhibit A and will apply for those DS1 or DS3 facilties dedicated to use by Type 2
Service.
6.3.1.1.2 If WSP chooses to provision WIS facilities over an existing faciliy
purchased as private line transport service from the Qwest state or FCC access Tariffs,
the rates from those Tariffs wil apply.
6.3.1.2 Collocation
6.3.1.2.1 See Section 7.
6.3.2 Direct Trunked Transport
6.3.2.1. Either Party may elect to purchase Direct trunked transport (''OIT'') from the
other Party.
6.3.2.1.1 DIT is available between the Serving Wire Center of the POI and the
terminating and/or transiting Party's Tandem Switch or End Offce Switches. The
applicable rates are described in Exhibit A. DTT facilities are provided as dedicated
OS3, OS1 or OSO facilities.
6.3.2.1.2 When OIT is provided to a local or Access Tandem Switch for IntraMTA .
traffic, or to an Access Tandem Switch for Wireless Switched Access Traffic, the
applicable OTT rate elements apply between the Serving Wire Center and the Tandem
Switch. Additional rate elements for delivery of traffic to the terminating End Office
Switch are tandem switching and tandem transmission. These rates are described
below.
6.3.2.1.3 Mileage shall be measured for OTT based on V&H coordinates between
the Serving Wire Center and the local/Access Tandem or End Office Switch.
6.3.2.1.4 Fixed Charges per OSO, DS1 or OS3 and per mile charges are applicable
and are defined for OTT in Exhibit A of this Agreement.
6.3.2.3 Multiplexing options (OS1/0S3 MUX or OSO/OS1 MUX) are available at
the rates specified in Exhibit A.
6.3.3 Trunk Nonrecurring Charges
6.3.3.1 Installation nonrecurring charges may be assessed by the provider for
each Type 2 trunk ordered. Qwest rates are specified in Exhibit A.
6.3.3.2 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.
6.3.4 Ancilary Interconnection Trunks
6.3.4.1 Recurring and nonrecurring rates for One-way mobile to land ancilary
trunks are specified in Exhibit A and will apply per one-way mobile to land ancillary trunk..
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6.3.5 IntraMTA Traffic
6.3.5.1 End Office Call Termination and Tandem Switched Transport
6.3.5.1.1 The Parties agree that, because WSP is a new entrant in Idaho,
end office call termination and tandem switched transport compensation for traffic
within the Local Calling Area shall be based upon the bil and keep compensation
mechanism, whereby neither Party charges the other Party reciprocal
compensation for termination of EAS/Local traffic originated by the other Party.
Bil and keep shall govern compensation for such traffic exchanged by the
Parties in this state unti the earlier of: (1) the expiration of this agreement, or (2)
further action by the Federal Communications Commission, or a court of
competent jurisdiction, vacates, replaces, modifies, or supersedes the applicable
rules adopted in Order on Remand and Report and Order, CC Docket Nos. 96-
98,99-68, FCC 01-131 (reI. Apr. 27, 2001.
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6.3.6 Miscellaneous Charges
Miscellaneous Charges apply for the following miscellaneous services when provided with WIS
trunks. Exhibit A includes a reference to the Tariff, catalog, price list, or other similar document
that provides the amount of each Miscellaneous Charge.
6.3.6.1 Cancellation charges wil apply to cancelled Type 2 trunk orders based
upon critical dates, terms and conditions in accordance with the Access Service Tariff
Section 5.2.3, and the Trunk Nonrecurring Charges referenced in this Agreement.
6.3.6.2 Expedite requests for WIS trunk orders are available. Expedites are
requests for intervals that are shorter than the interval defined in Qwests Service
Interval Guide (SIG) or Individual Case Basis (ICB) Due Dates. Expedite charges apply
per order for every day that the Due Date interval is shortened, based on the standard
interval in the SIG or based on ICB criteria for Due Dates.
6.3.6.2.1 WSP will request an expedite for WIS trunks, including an
expedited Due Date, on the Access Service Request (ASR).
6.3.6.2.2 The request for expedite will be approved only when the request
meets the criteria outlned in the Pre-Approved Expedite Process in Qwests
Product Catalog at Qwests wholesale web site.
6.3.6.3 Additional testing including cooperative acceptance testing, automatic
scheduled testing, cooperative scheduled testing, manual scheduled testing, and non-
scheduled testing, is available for WIS trunks.
ISP -Bound Traffic6.3.7
6.3.8
6.3.7.1 The Parties agree that ISP-bound traffic is Interstate traffic and governed
by the FCC's Order on Remand and Report and Order (Intercarrier Compensation for
ISP-bound Traffic) CC Docket 01-131 (FCC ISP Order), effective June 14, 2001.
However, the Parties agree to exchange ISP-bound traffc utiizing the bill and keep
compensation mechanism. Bill and keep wil apply to both end office call termination
and tandem switched transport of ISP-bound traffc.
Transit Traffic
The following rates wil apply:
6.3.8.1 Local Transit: A per minute of use rate wil be charged to the originating
Party, as contained in Exhibit A..
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6.3.8.2 Toll Transit: A per minute of use rate wil be charged to the originating
Party, as set forth in Exhibit A.
6.3.9 Signaling Parameters
6.3.9.1 Qwest and WSP are required to provide each other the proper signaling
information (e.g., originating Calling Party Number (CPN), Charge Number (ChN) and
destination call party number, etc.) per 47 C.F.R. § 64.1601 to enable each Party to
issue bills in a complete and timely fashion. All CCS signaling parameters wil be
provided including CPN, callng part category, ChN, and Originating Line Information
Parameter (OLlP) on calls destined for Interexchange Carriers (IXCs) All privacy
indicators wil be honored.
6.3.10 Intercarrier Compensation Credit Method
6.3.10.1 Qwest uses mathematical formulas called factors or PLU (Percent Local
Use) factors to determine biling for Intercarrier Compensation Credit. The factors may
be changed based upon a three consecutive month traffic study generated by either
Party and acceptable to both parties by amending this Agreement.
PLU Factor
PLU 28
Percentage
20%
Description
Determines portion of Qwest originated
L-M MOUs used to calculate facility
credit compensation
Determines the amount of M-L MOUs
that wil be biled as switched access.
Determines the amount of L-M MOUs
that Qwest may bil the WSP as
switched access.
M-L InterMT A 5%
L-M InterMTA 5%
6.3.10.2 Type 2 Facilities Credit
6.3.10.2.1 When WSP leases Type 2 facilties from Qwest for WIS Entrance
Facility, DTT and Multiplexing, Qwests charges shall be adjusted to account for
the portion of the facilty used to transport traffic originated by Qwests End User
Customers to WSP, as follows.
6.3.10.2.1.1 A credit will be calculated by multiplying the sum of the
total monthly two way channel facility for the WIS Entrance Facilty, DTT,
and multiplexer state specific charges by a Percent Local Usage 28 (PLU
28) factor (See Section 6.3.10). This credit will be applied each month for
the term of this Agreement.
6.3.10.2.1.2. The Parties agree that the Facilities Credit is intended to
apply only to 2-way Type 2 Interconnection facilities.
6.3.11 Intentionally Left Blank
6.3.12 InterMTA Traffic
6.3.12.1 Applicable Qwest interstate Switched Access Tariff rates apply to
InterMTA Traffic routed to a Toll/Access Tandem, Local Tandem, or directly to an End
Office. Applicable Qwest Switched Access Tariff rates also apply to InterMTA Roaming
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.Section 6
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traffc originated by, or terminating to, Owest. Relevant usage-sensitive rate elements
could include tandem switching, tandem transmission, and Local switching, as
appropriate.
6.3.12.2 For billng purposes, if either Party is unable to classify on an automated
basis traffc delivered by WSP as Mobile to Land (M-L) InterMTA, traffic, intrastate or
interstate, WSP will provide Owest with a Percent M-L InterMTA factor, which represents
the estimated portion of InterMTA traffic and InterMTA Roaming traffic delivered by
WSP. The M-L InterMTA factor is also applied to the measured mobile to land minutes
of use terminated on Owests network to determine the portion of InterMTA minutes to
be billed at interstate Access rates. The M-L InterMTA factor will be 5% unless proven
otherwise based upon a traffic study generated by either Party and acceptable to both
parties.
6.3.12.3 Owest will use the initial InterMTA factor stated in Section 6.3.10 for the
M-L i nterMT A factor.
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6.3.12.4 For billing purposes, Owest will use a Land to Mobile (L-M) InterMTA
Percent Factor, which represents the estimated portion of total traffic delivered by Owest
to WSP that terminates (based on the first cell site of the Wireless End User Customer)
outside the MTA in which the call originated. The L-M InterMTA factor will be 5% unless
proven otherwise based upon a traffic study generated by either Party and acceptable to
both parties.
6.3.12.5 If the Intercarrier Compensation Credit method is utilized, the L-M
InterMTA factor will be multiplied by the calculated Owest originated Land to Mobile
Minutes of Use (MOU). Owest may reduce Intercarrier Compensation Credit LM MOU
and bill WSP for the resulting MOU at interstate switched Access Tariff rates.
6.4 Ordering
6.4.1 When ordering Type 2 Service, the ordering Party shall specify requirements on
the Access Service Request (ASR): 1) the type and number of Interconnection facilities to
terminate at the Point of Interconnection in the Serving Wire Center; 2) the type of interoffice
transport, (Leo direct trunked transport or tandem switched transport); and 3) the number of
ports to be provisioned at End office Switch or Local Tandem Switch; 4) 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.
6.4.2 For each NXX code assigned to WSP by the NANPA, WSP will provide Owest
with the CLLI codes of the Owest Tandem Switches 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 Owest with the Owest assigned two-six Code (TGSN) to which
each NXX wíl be routed. Information that is not currently available in the LERG may be
provided via the NPA NXX Code Request Routing Form available on the Owest web site:
http://ww.gwest.com/wholesale/notices/npanxxProcess.html.
Either Party shall respond to a special request for a NPA NXX Code Request Routing Form
when a single Switch is served by multiple trunk groups.
.6.4.3 When either Party has ordered a DS3 WIS Entrance Facility or private line facility, that
Party will order the appropriate DS1 facility required and identify the channels of the DS3 to be
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Section 6
Interconnection
used to provide circuit facilty assignments (CFA). Also, if WSP has provided or ordered a DS1
WIS Entrance Facility or private line facilty, WSP wil be responsible for identification of the DSO
channels of the DS1 private line to be used to provide CFA.
6.4.4 A joint planning meeting wil precede initial trunking orders. 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. The Parties will provide
their best estimate of the traffc distribution to each End Offce Switch subtending the Tandem
Switch.
6.4.5 If WSP uses a method of interconnection of one POI in the LATA or the access
tandem for local traffic in accordance with Section 6.1.2 and/or 6.2.2.9.6, Qwest and WSP will
work together to review WSP's network configuration in order to ensure correct and complete
ASR ordering.
6.4.6 Service intervals and Due Dates for initial establishment of trunking arrangements at
each new Switch location of Interconnection between the Parties will be determined on an
Individual Case Basis.
6.4.7 Qwest wil establish intervals for the provision of WIS trunks that conform to the
performance objectives set forth in the Standard Interval Guide (SIG), available on Qwests web
site: http://ww.gwest.com/wholesale/pcatlwireless.html. Qwest wil provide notice to WSP of
any changes related to ordering Type 2 service according to the established processes.
6.4.8 The ordering Party may cancel an order at any time prior to notification that service
is available. If the ordering Party is unable to accept Type 2 Service within thirty (30) Days after
the original service date, WSP has the following options:
a) The order for Type 2 Service will be cancelled, and cancellation charges
specified in 6.3.5.1 apply unless otherwise mutually agreed by the Parties;
b) Intentionally Left Blank.
c) Biling for the service wil commence.
In such instances, the cancellation date or the date Billng is to commence, depending on which
option is selected, will be the 31st Day after the Service Date
6.5 Wireless Switched Access Traffic
6.5.1 WSP must select one of the following methods for the delivery of WSP Switched
Access Service: 1) Jointly Provided Switched Access (JPSA), or 2) Qwest-provided Wireless
Switched Access Traffic. Both methods require the provisioning of Type 2 trunks.
6.5.1.1 JPSA describes traffc involving interexchange carriers and the allocation
of billing between multiple carriers based on industry standard processes. JPSA is
defined and governed by the FCC No.1, Section 2.4.7, and State Access Tariffs,
Multiple Exchange Carrier Access Billng (MECAB) and Multiple Exchange Carrier
Ordering and Design (MECOD) Guidelines, and is not modified by any provisions of this
Agreement. Qwest and WSP agree that all parties in the route, including the originating
intermediate, and terminating WSPs or LECs for Switched Access, will cooperatively
determine the Jointly Provided Switched Access arrangements in which all Parties
concur. Each Party wil bil the IXC the appropriate portion of its Switched Access rates.
Qwest will also provide the one-time notification to WSP of the biling name, biling
address and the Carrier Identification Codes (CIC) of the IXCs subtending any Access
Tandems to which WSP directly connects.
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Section 6
Interconnection
6.5.1.1.2 Owest will agree to function as the Access Service Coordinator
(ASC) as defined in the Multiple Exchange Carrier Ordering and DesignGuidelines (MECOD) (Technical Reference SR-TAP-000984). 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, and fie WSP End Offices and billed
percentages (BPs) in the NECA 4 Tariff.
6.5.1,1.3 Billing to the IXC will follow MECAB's multiple bil single tariff
option whereby Owest and WSP render separate bills to the IXC.
6.5.1.1.4 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 Part to bil the Interexchange Carrier for Jointly Provided Switched
Access Services and 8XX database queries. The charge for each record created
and transmitted is listed in Exhibit A of this Agreement. 6.5.1.1.5. The
applicable Switched Access rates will be billed by the Parties to the IXC based
on MECAB guidelines and each Party's respective FCC, state Access Tariffs or
contractual agreements.
6.5.1.2. Owest-provided Wireless Switched Access Traffic connects Wireless End
User calls and an interexchange carrier, whereby Owest completes the connection
between WSP's POi and the long distance provider, using WSP Type 2 Interconnection
trunking arrangements described in this Agreement, in accordance with the regulations
set forth in FCC and State Access Tariffs. Owests billing to the IXC is described in FCC
No. 1 Tariff, Section 2.4.8. Owest and WSP agree that under this option, Owest wil
determine the routes in all Switched Access arrangements. WSPs are required to follow
MECOD requirements. WSPs are not required to file BPs in the NECA 4 Tariff.
6.5.1.2.1 Category 11-01-XX records are not exchanged under this option,
and in all instances, Owest performs the 8XX database queries.
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Section 7
Collocation
SECTION 7.0 . COLLOCATION
7.1 Collocation allows for the placing of Telecommunications equipment owned by WSP
within Qwests 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 Ancilary
services only).
7.2 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
Intentionally Left Blank
SECTION 8.0 . INTENTIONALLY LEFT BLANK
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Section 9
Ancillary Services
SECTION 9.0 . ANCILLARY SERVICES
9.1 Local Number Portabilty
9.1.1 Managed Cuts
9.1.1.1 Local Number Portabilty (LNP) is defined by the FCC as the abilty of
users of Telecommunications Services to retain, at the same location, existing
telecommunications numbers without impairment of quality, reliabilty, or convenience
when switching from one Telecommunications Carrier to another.
9.1.1.2 WSP may order the LNP Managed Cut, as described in Section 9.1.1.3.
9.1.1.2.1 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 Part
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.
9.1.1.3 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.
9.1.1.3.1 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 Qwests abilty to
meet a reasonable demand. Considerations such as system downtime, switch
upgrades, switch maintenance, and the possibility of other WSPs requesting the
same Frame Oue Time (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) Oays. In addition, standard
intervals will apply.
9.1.1.3.2 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.
9.1.1.3.3 WSP wil incur additional charges for the Managed Cut dependent
upon the FOT. The rates are based upon whether the request is within Qwests
normal business hours or out of hours. Qwests normal business hours are 7:00
a.m. to 7:00 p.m., 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.
9.1.1.3.4 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
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.
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Ancilary Services
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9.1.1.3.5 Owest wil schedule the appropriate number of employees prior to
the cut, normally not to exceed three (3) employees, based upon information
provided by WSP. WSP wil 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 wil be charged a one person
three (3) hour minimum charge. If the cut is cancelled due to a Owest error or a
new due date is requested by Owest , within twenty-four (24) hours of the
negotiated FDT, Owest may be charged by WSP one person three (3) hour
minimum charge as set forth in Exhibit A.
9.1.1.3.6 In the event that the LNP Managed Cut LNP conversion is not
successful, WSP and Owest 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 Owest 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 Owest. If Owest is in error, no supplemental order or additional order
will be required ofWSP.
9.1.1.3.7 Owest 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 Owest Loop will not be disconnected prior to confirmation that
telephone number has been successfully ported.
9.1.2 Query Services
9.1.2.1 Owest shall perform default LNP queries where WSP is unable to perform
its own query. WSP shall perform default LNP queries where Owest is unable to
perform its own query. Owest query services and charges are defined in Owests FCC
Tariff #1, Section 13.19.1, including End Office and Tandem Default Ouery Charges
which are contained in Tariff Section 13 (Miscellaneous Service.)
9.1.2.2 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.
9.2 9111E911 Service
9.2.1 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's switch and the appropriate 911 selective
router and must include provisions for the delivery of the Wireless End User Customer's call
back telephone number and the location of the originating cell tower for Phase land the X, Y
coordinate, within 157 meters, of the callng 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 (ALI)) 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..
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Ancilary Services
9.3 Intentionally Left Blank
9.4 Access to Poles, Ducts, Conduits, and Rights of Way see Exhibit D
9.5 Construction Charges
9.5.1 Owest wil conduct an individual financial assessment of any request that
requires construction of network capacity, facilities, or space. When Owest constructs to fulfil
WSP's request, Owest wil bid this construction on a case-by-case basis. Owest wil 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
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SECTION 10.0. NETWORK SECURITY
10.1 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.
10.2 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.
10.3 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.
10.5 In the event that one Party's employees, agents or representatives inadvertently damage
or impair the equipment of the other Part, 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.
10.6 Qwest and WSP employees, agents and vendors will display the identification/access
card above the waist and visible at all times.
10.7 Qwest and WSP shall ensure adherence by their employees, agents and vendors to all
applicable Qwest environmental health and safety regulations. This includes all firellfe safety
matters, OSHA, EPA, Federal, State and local regulations, including evacuation plans and
indoor air quality.
10.8 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.
10.8.1 Uncollectable or unbilable revenues resulting from, but not confined to,
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.
10.8.2 To the extent that incremental costs are directly attributable to a revenue
protection capability requested by WSP, those costs wil be borne by WSP..
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Section 10
Network Security
10.8.3 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.g., clip-on, missing information digits, missing toll
restriction, etc.).
10.8.4 If Qwest becomes aware of potential fraud with respect to WSP's
accounts, Qwest wil promptly inform WSP and, and the direction of WSP, take
reasonable action to mitigate the fraud where such action is possible.
10.9 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 wil be biled 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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Intentionally Left Blank
SECTION 11.0 . INTENTIONALLY LEFT BLANK
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Section 12
OSS .
SECTION 12.0. ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS)
12.1 Description
12.1.1 Owest has developed and shall continue to provide Operational Support
System (aSS) interfaces using electronic gateways and manual processes. These
gateways act as a mediation or control point between WSP's and Owests ass. These
gateways provide security for the interfaces, protecting the integrity of the Owest ass
and databases. Owests OS$ interfaces have been developed to support Pre-ordering,
Ordering and Provisioning, Maintenance and Repair and Billng. This section describes
the interfaces and manual processes that Owest has developed and shall provide to
WSP. Additional technical information and details shall be provided by Owest in training
sessions and documentation and support, such as the "Interconnect Mediated Access
User's Guide." Owest will continue to make improvements to the electronic interfaces as
technology evolves, Owests legacy systems improve, or WSP needs require. Owest
shall provide notification to WSP consistent with existing practices.
12.1.2 Through its electronic gateways and manual processes, Owest shall
provide WSP non-discriminatory access to Owests ass for Pre-ordering, Ordering and
Provisioning, Maintenance and Repair, and Biling functions. For those functions with a
retail analogue, Owest shall provide WSP access to its ass in substantially the same
time and manner as it provides to itself. For those functions with no retail analogue,
Owest shall provide WSP access to Owests ass sufficient to allow an efficient
competitor a meaningful opportunity to compete. Owest shall deploy the necessary
systems and personnel to provide sufficient access to each of the necessary ass
functions. Owest shall provide assistance for WSP to understand how to implement and .
use all of the available ass functions. Owest shall provide WSP sufficient electronic
and manual interfaces to allow WSP equivalent access to all of the necessary ass
functions. Through its web site, training, disclosure documentation and development
assistance, Owest shall disclose to WSP any internal business rules and other
formattng information necessary to ensure that WSP's requests and orders are
processed effciently. Owest shall provide training to enable WSP to devise its own
course work for its own employees. Through its documentation available to WSP,
Owest will identify how its interface differs from national guidelines or standards. Owest
shall provide ass designed to accommodate both current demand and reasonably
foreseeable demand.
12.2 OSS Support for Pre-Ordering, Ordering and Provisioning
12.2.0 Owest will establish interface contingency plans and disaster recovery
plans for the interfaces described in this Section. Owest will work cooperatively with
WSPs through Service Management to consider any suggestions made by WSPs to
improve or modify such plans. WSP specific requests for modifications to such plans will
be negotiated and mutually agreed upon between Owest and WSP.
12.2.0.1 Ordering and Provisioning
12.2.0.1.1 Ordering and Provisioning - Owest wil provide access to
ordering and status functions. WSP will populate the service request to
identify what features, services, or elements it wishes Owest to provision
in accordance with Owests published business rules..
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12.2.0.1.2 Owest shall provide all Provisioning services to WSP
during the same business hours that Owest provisions services for its
End User Customers. Owest will provide out-of-hours Provisioning
services to WSP on a non-discriminatory basis as it provides such
Provisioning services to itself, its End User Customers, its Affiliates or any
other Party. Owest shall disclose the business rules regarding out-of-
hours Provisioning on its wholesale web site.
12.2.0.1.3 When WSP places a manual order, Owest will provide
WSP with a manual Firm Order Confirmation notice. The confirmation
notice will follow industry-standard formats.
12.2.0.1.4 Business rules regarding rejection of LSRs or ASRs are
subject to the provisions of Access Service Ordering Guide (ASOG) and
Local Service Ordering Guide (LSOG).
12.2.1 Ordering Process
12.2.1.1 Local Service Request (LSR)
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12.2.1.1.1 Owest shall provide electronic interface gateways for submission
of LSRs, including both an application to application interface and a Graphical
User Interface (GUI).
12.2.1.1.2 The interface guidelines for the application to application interface
are based upon the Order & Billing Forum (OBF) Local Service Order Guidelines
(LSOG), and the appropriate electronic transmission standards. Exceptions to
the above guidelines/standards shall be specified in the Interconnect Mediated
Access (IMA) disclosure documents.
12.2.1.1.3 The GUI shall provide a single interface for Pre-Order and Order
transactions from WSP to Owest and is browser based. The GUI interface shall
be based on the LSOG and utilizes a WEB standard technology, Hyper Text
Markup Language (HTML), JAVA and the Transmission Control Protocolllnternet
Protocol (TCPIIP) to transmit messages.
12.2.1.1.4 Functions Pre-Ordering - Owest wil provide real time, electronic
access to pre-order functions to support WSP's ordering via the electronic
interfaces described herein.
12.2.1.1.5 When WSP places an electronic order, Owest wil provide WSP
with an electronic Firm Order Confirmation notice (FOC). The FOC will follow
industry-standard formats and contain the Owest Due Date for order completion.
Upon completion of the order, Owest will provide WSP with an electronic
completion notice which follows industry-standard formats and which states when
the order was completed. Owest supplies two (2) separate completion notices:
1) service order completion (SOC) which notifies WSP that the service order
record has been completed, and 2) Billing completion that notifies WSP that the
service order has posted to the Biling system.
12.2.1.1.6 When WSP places an electronic order, Owest shall provide
notification electronically of any instances when (1) Owests Committed Due
Dates are in jeopardy of not being met by Owest on any service or (2) an order is
rejected..
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12.2.1.1.7 When WSP places a manual order, Owest shall provide
notification of any instances when (1) Owests Committed Due Dates are in
jeopardy of not being met by Owest on any service or (2) an order is rejected.
12.2.1.1.8 Dial-Up Capabilties
12.2.1.1.8.1 When WSP requests from Owest more than fifty (50)
SecurlDs for use by WSP Customer service representatives at a single
WSP location, WSP shall use a T1 line instead of dial-up access at that
location. If WSP is obtaining the line from Owest, then WSP shall be able
to use SecurlDs until such time as Owest provisions the T1 line and the
line permits pre-order and order information to be exchanged between
Owest and WSP.
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12.2.1.2 Access Service Request (ASR)
12.2.1.2.1 Owest shall provide a computer-to-computer batch file interface,
an application to application interface and a GUI interface, for submission of
ASRs based upon the OBF Access Service Order Guidelines (ASOG). Owest
shall supply exceptions to these guidelines in writing in suffcient time for WSP to
adjust system requirements.
12.2.1.2.2 Functions Pre-Ordering. Owest will provide real time, electronic
access to pre-order functions to support WSP's ordering via the electronic
interfaces described herein. Owest wil make the following real time pre-order
functions available to WSP:
12.2.1.2.2.1 Service Address validation; .
12.2.1.2.2.2 CFA validation;
12.2.1.2.2.3 NC-NCI validation;
12.2.1.2.2.4 BAN validation; and
12.2.1.2.2.5 CLLI validation.
12.2.1.2.3 When WSP places an electronic or manual order, Owest shall
provide notification of any instances when (1) Owests Committed Due Dates are
in jeopardy of not being met by Owest on any service or (2) an order is rejected.
12.2.1.2.4 When WSP places an electronic order, Owest wil provide WSP
with an electronic Firm Order Confirmation notice (FOC). The FOC wil follow
industry-standard formats and contain the Owest Due Date for order completion.
12.2.2 Maintenance and Repair
12.2.2.1 Owest shall provide electronic interface gateways, including an Electronic
Bonding interface and a GUI interface, for reviewing trouble history of a specific circuit,
conducting testing where applicable, and reporting trouble to facilitate the exchange of
updated information and progress reports between Owest and WSP while the Trouble
Report (TR) is open and a Owest technician is working on the resolution. WSP may also
report trouble through manual processes. For designed services, the TR will not be
closed prior to verification by WSP that trouble is cleared.
12.2.3 Interface Availabilty
12.2.3.1 Owest shall make its OSS interfaces available to WSP..
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12.2.3.2 Qwest shall notify WSP in a timely manner regarding system downtime
through mass email distribution and pop-up windows as applicable.
12.2.4 Biling
12.2.4.1 For products billed out of the Qwest Interexchange Access Biling System
(lABS), Qwest will utilize the existing CABS/BaS format and technology for the
transmission of bils.
12.2.4.2 For products biled out of the Qwest Customer Record Information
System (CRIS), Qwest will utilize the existing EDI standard for the transmission of
monthly local Billng information. EDI is an established standard under the auspices of
the ANSI/ASC X12 Committee. A proper subset of this specification has been adopted
by the Telecommunications Industry Forum (TCIF) as the "811 Guidelines" specifically
for the purposes of Telecommunications Biling. Any deviance from these standards and
guidelines shall be documented and accessible to WSP.
12.2.5 Outputs
Output information will be provided to WSP in the form of bils. Bills will capture all regular
monthly and incremental/usage charges and present them in a summarized format.
12.2.5.1 The lABS Bill represents a monthly summary of charges. This 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 bil cycle.
12.2.6 Intentionally Left Blank.
12.2.7 WSP Responsibilties for Implementation of OSS Interfaces
12.2.7.1 Before WSP implementation can begin, WSP must completely and
accurately answer the New Customer Questionnaire as required in Section 3.2.
12.2.7.2 Once Qwest receives a complete and accurate New Customer
Questionnaire, Qwest and WSP will mutually agree upon time frames for implementation
of connectivity between WSP and the ass interfaces.
12.2.8 Qwest Responsibilties for On-going Support for OSS Interfaces
Qwest will support previous application-to-application releases for six (6) months after the next
subsequent release has been deployed.
12.2.8.1 Qwest will provide written notice to WSP of the need to migrate to a new
release.
12.2.8.2 Qwest will provide an Implementation Coordinator to work with WSP for
business scenario re-certification, migration and data conversion strategy definition.
12.2.8.3 Re-certification is the process by which WSP demonstrates the abilty to
generate correct functional transactions for enhancements not previously certified.
Qwest wil provide the suite of tests for re-certification to WSP with the issuance of the
disclosure document.
12.2.8.4 Qwest shall provide training mechanisms for WSP to pursue in educating
its internal personneL. Qwest shall provide training necessary for WSP to use Qwests
ass interfaces and to understand Qwests documentation, including Qwests business
rules.
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12.2.9 WSP Responsibilties for On-going Support for OSS Interlaces
12.2.9.1 If using the GUI interface, WSP wil take reasonable efforts to train WSP
personnel on the GUI functions that WSP wil be using.
12.2.9.2 An application-to-application exchange protocol wil be used to transport
electronically-formatted content. WSP must perform certification testing of exchange
protocol prior to using the application-to-application interface.
12.2.9.3 Owest wil provide WSP with access to a stable testing environment that
mirrors production to certify that its ass will be capable of interacting smoothly and
efficiently with Owests ass. Owest has established the following test processes to
assure the implementation of a solid interface between Owest and WSP:
12.2.9.3.1 Connectivity Testing - WSP and Owest will conduct connectivity
testing. This test wil establish the ability of the trading partners to send and
receive electronic messages effectively. This test verifies the communications
between the trading partners. Connectivity is established during each phase of
the implementation cycle. This test is also conducted prior to controlled
production and before going live in the production environment if WSP or Owest
has implemented environment changes when.moving into production.
12.2.9.3.2 Stand-Alone Testing Environment (SATE) -regression testing:
Owests stand-alone testing environment will take pre-order and order requests,
pass them to the stand-alone database, and return responses to WSP during its
development and implementation of the application-to-application interface
regression testing SATE provides WSP the opportunity to validate its technical
development efforts built via Owest documentation without the need to schedule
test times. This testing verifies WSP's ability to send correctly formatted
electronic transactions through the IMA system edits successfully for both new
and existing releases. SATE uses test account data supplied by Owest. Owest
will make additions to the test beds and test accounts as it introduces new ass
electronic interface capabilties, including support of new products and services,
new interface features, and functionalities. All SATE pre-order queries and
orders are subjected to the same edits as production pre-order and order
transactions. This testing phase is optionaL.
12.2.9.3.3 SATE -progression testing: WSP has the option of participating
with Owest in progression testing to provide WSP with the opportunity to validate
technical development efforts and to quantify processing results. Progression
testing provides WSP the opportunity to validate its technical development efforts
built via Owest documentation without the need to schedule test times. This
testing verifies WSP's abilty to send correctly formatted electronic transactions
through the IMA system edits successfully for both new and existing releases.
SATE uses test account data supplied by Owest. Owest will make additions to
the test beds and test accounts as it introduces new ass electronic interface
capabilities, including support of new products and services, new interface
features, and functionalities. All SATE pre-order queries and orders are
subjected to the same edits as production pre-order and order transactions. This
testing phase is required.
12.2.9.3.4 Controlled Production - Owest and WSP will perform controlled
production. The controlled production process is designed to validate the ability
of WSP to transmit electronic data that completely meets the appropriate
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electronic transmission standards and complies with all Owest business rules.
Controlled production consists of the controlled submission of actual WSP
production requests to the Owest production environment. Owest treats these
pre-order queries and orders as production pre-order and order transactions.
Owest and WSP use controlled production results to determine operational
readiness. Controlled production requires the use of valid account and order
data. All certification orders are considered to be live orders and wil be
provisioned.
12.2.9.3.5 If WSP is using the application-to-application interface, Owest
shall provide WSP with a pre-allotted amount of time to complete certification of
its business scenarios. Owest will allow WSP a reasonably sufficient amount of
time during the day and a reasonably sufficient number of days during the week
to complete certification of its business scenarios consistent with WSP's
business plan. It is the sole responsibility of WSP to schedule an appointment
with Owest for certification of its business scenarios. WSP must make every
effort to comply with the agreed upon dates and times scheduled for the
certification of its business scenarios. If the certification of business scenarios is
delayed due to WSP, it is the sole responsibility of WSP to schedule new
appointments for certification of its business scenarios. Owest will make
reasonable efforts to accommodate WSP schedule. Conflicts in the schedule
could result in certification being delayed. If a delay is due to Owest, Owest wil
honor WSP's schedule through the use of alternative hours.
12.2.9.4 If WSP is using the application-to-application interface, WSP must work
with Owest to certify the business scenarios that WSP will be using in order to ensure
successful transaction processing. Owest and WSP shall mutually agree to the
business scenarios for which WSP requires certification. Certification wil be granted for
the specified release of the interface. If WSP is certifying multiple products or services,
WSP has the option of certifying those products or services serially or in parallel where
Technically Feasible.
12.2.9.4.1 For a new software release or upgrade, Owest will provide WSP a
stable testing environment that mirrors the production environment in order for
WSP to test the new release. For software releases and upgrades, Owest has
implemented the testing processes set forth in Sections 12.2.9.3.2, 12.2.9.3.3
and 12.2.9.3.4.
12.2.9.5 New releases of the application-to-application interface may require re-
certification of some or all business scenarios. A determination as to the need for re-
certification wil be made by the Owest coordinator in conjunction with the release
manager of each IMA release. Notice of the need for re-certification will be provided to
WSP as the new release is implemented. The suite of re-certification test scenarios will
be provided to WSP with the disclosure document. If WSP is certifying multiple products
or services, WSP has the option of certifying those products or services serially or in
parallel, where Technically Feasible.
12.2.9.6 WSP will contact the Owest Implementation Coordinator to initiate the
migration process. WSP may not need to certify to every new IMA application-to-
application release, however, WSP must complete the re-certification and migration to
the new release within six (6) months of the deployment of the new release. WSP wil
use reasonable efforts to provide suffcient support and personnel to ensure that issues
that arise in migrating to the new release are handled in a timely manner..
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12.2.9.6.1 The following rules apply to initial development and certification of
IMA application-to-application interface versions and migration to subsequent
application-to-application interface versions:
12.2.9.6.1.1 SATE regression or SATE progression interoperabilty
testing must begin on the prior release before the next release is
implemented. Otherwise, WSP will be required to move its
implementation plan to the next release.
12.2.9.6.1.2 New IMA application-to-application users must be certified
and in production with at least one (1) product and one (1) order activity
type on a prior release two (2) months after the implementation of the
next release. Otherwise, WSP wil be required to move its
implementation plan to the next release.
12.2.9.6.1.3 Any IMA application-to-application user that has been
placed into production on the prior release not later than two (2) months
after the next release implementation may continue certifying additional
products and activities until two (2) months prior to the retirement of the
release. To be placed into production, the products/order activities must
have been tested in the SATE before two (2) months after the
implementation of the next release.
12.2.9.7 WSP will be expected to execute the re-certification test cases in the
stand alone test environment. WSP will provide Purchase Order Numbers (PONs) of the
successful test cases to Qwest.
12.2.10 WSP Support
12.2.10.1 Qwest shall provide documentation and assistance for WSP to
understand how to implement and use all of the available OSS functions. Qwest shall
provide to WSP in writing any internal business rules and other formatting information
necessary to ensure that WSP's requests and orders are processed effciently. This
assistance will include, but is not limited to, contacts to the WSP account team, training,
documentation, and Wholesale Help Desk. Qwest wil also supply WSP with an
.escalation level contact list in the event issues are not resolved via contacts to the WSP
account team, training, documentation and Wholesale Systems Help Desk.
12.2.10.2 Wholesale Systems Help Desk
12.2.10.2.1 The Wholesale Systems Help Desk will provide a single point of
entry for WSP to gain assistance in areas involving connectivity, system
availability, and file outputs. The Wholesale Systems Help Desk areas are
further described below.
12.2.10.2.1.1 Connectivity covers trouble with WSP's access to the
Qwest system for hardware configuration requirements with relevance to
application-to-application and GUI interfaces; softare configuration
requirements with relevance to application-to-application and GUI
interfaces; modem configuration requirements, T1 configuration and dial-
in string requirements, firewall access configuration, web-services
configuration, SecurlD configuration, Profile Setup, and password
verification.
12.2.10.2.1.2 System Availabiliy covers system errors generated during
an attempt by WSP to place orders or open trouble reports through
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application-to-application and GUI interfaces. These system errors are
limited to: Design Services and Repair.
12.2.10.2.1.3 File Outputs covers WSP's output files and reports
produced from its usage and order activity. File outputs system errors are
limited to: lABS BilL.
12.2.10.3 Additional assistance to WSP is available through various public web
sites. These web sites provide electronic interface training information and user
documentation and technical specifications and are located on Qwests wholesale web
site. Qwest wil provide Interconnect Service Center Help Desks which will provide a
single point of contact for WSP to gain assistance in areas involving order submission
and manual processes.
12.2.11 Compensation/Cost Recovery
Recurring and nonrecurring OSS 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 charges unless and until the Commission approves such rates or
until such rates go into effect by operation of law.
12.3 Maintenance and Repair
12.3.1 Service Levels
12.3.1.1 Qwest wil provide repair and maintenance for all services covered by this .
Agreement in substantially the same time and manner as that which Qwest provides for
itself, its End User Customers, its Affliates, or any other party. Qwest shall provide
WSP repair status information in substantially the same time and manner as Qwest
provides for its retail services.
12.3.1.2 During the term of this Agreement, Qwest wil provide necessary
maintenance business process support to allow WSP to provide similar service quality to
that provided by Qwest to itself, its End User Customers, its Affilates, or any other party.
12.3.1.3 Qwest wil 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 Qwest, its End User Customers, its
Affiliates, or any other party and shall be handled in a nondiscriminatory manner.
12.3.2 Intentionally Left Blank.
12.3.3 Service Interruptions
12.3.3.1 The characteristics and methods of operation of any circuits, facilties 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".
12.3.3.2 If it is confirmed that either Party is causing an Impairment of Service, as.
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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 Impairing Party and the
Impaired Party agree to work together to attempt to promptly resolve the Impairment of
Service.
12.3.3.3 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.
12.3.3.4 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.
12.3.3.5 Before either Party reports a trouble condition, it shall use its best efforts
to isolate the trouble to the other's facilities.
12.3.3.5.1 In cases where a trouble condition affects a significant portion of
the other's service, the Parties shall assign the same priority provided to WSP as
itself, its End User Customers, its Affliates, or any other party.
12.3.3.5.2 The Parties shall cooperate in isolating trouble conditions.
12.3.4 Trouble Isolation
12.3.4.1 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 wil 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 Qwest. WSP shall have access for testing purposes at
the Demarcation Point, or Point of Interface. Qwest wil work cooperatively with WSP to
resolve trouble reports when the trouble condition has been isolated and found to be
within a portion of Qwests network. Qwest and WSP will report trouble isolation test
results to the other. Each Party shall be responsible for the costs of performing trouble
isolation on its facilities, subject to Section 12.3.4.2.
12.3.4.2 When WSP elects not to perform trouble isolation and Qwest performs
tests at WSP request, a Maintenance of Service Charge or a Trouble Isolation Charge
shall apply if the trouble is not in Qwests facilties, including Qwests facilities leased by
WSP. Maintenance of Service charges are set forth in Exhibit A. When trouble is found
on Qwests side of the Demarcation Point, or 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.
12.3.5 Intentionally Left Blank.
12.3.6 Testing/Test Requests/Coordinated Testing
12.3.6.1 Where WSP does not have the ability to diagnose and isolate trouble on a
Qwest line, circuit, or service provided in this Agreement that WSP is utilzing to serve an
End User Customer, Qwest will conduct testing, to the extent testing capabilities are
available to Qwest, to diagnose and isolate a trouble in substantially the same time and
manner that Qwest provides for itself, its End User Customers, its Affilates, or any other
party.
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12.3.6.2 Prior to Qwest conducting a test on a line, circuit, or service provided in
this Agreement that WSP is utilzing to serve an End User Customer, Qwest must
receive a trouble report from WSP.
12.3.6.3 On manually reported trouble for designed services provided in this
Agreement, Qwest will provide WSP test results upon request. For electronically
reported trouble, Qwest wil provide WSP with the ability to obtain basic test results in
substantially the same time and manner that Qwest provides for itself, its End User
Customers, its Affiliates, or any other party.
12.3.6.4 WSP shall isolate the trouble condition to Qwests portion of the. line,
circuit, or service provided in this Agreement before Qwest accepts a trouble report for
that line, circuit or service. Once Qwest accepts the trouble report from WSP, Qwest
shall process the trouble report in substantially the same time and manner as Qwest
does for itself, its End User Customers, its Affilates, or any other party.
12.3.7 Work Center Intenaces
12.3.7.1 Qwest and WSP shall work cooperatively to develop positive, close
working relationships among corresponding work centers involved in the trouble
resolution processes.
12.3.8 Misdirected Repair Calls
12.3.8.1 WSP and Qwest wil employ the following procedures for handling
misdirected repair calls:
12.3.8.1.1 WSP and Qwest will provide their respective End User Customers
with the correct telephone numbers to call for access to their respective repair
bureaus.
12.3.8.1.2 End User Customers of WSP shall be instructeø to report all
cases of trouble to WSP. End User Customers of Qwest shall be instructed to
report all cases of trouble to Qwest.
12.3.8.1.3 To the extent the correct provider can be determined, misdirected
repair calls will . be referred to the proper provider of Basic Exchange
Telecommunications Service.
12.3.8.1.4 WSP and Qwest will provide their respective repair contact
numbers to one another on a reciprocal basis.
12.3.8.1.5 In responding to repair calls, WSP's End User Customers
contacting Qwest in error wil be instructed to contact WSP; and Qwests End
User Customers contacting WSP in error will be instructed to contact Qwest. In
responding to calls, neither Party shall make disparaging remarks about each
other. To the extent the correct provider can be determined, misdirected calls
received by either Part will be referred to the proper provider of local Exchange
Service; however, nothing in this Agreement shall be deemed to prohibit Qwest
or WSP from discussing its products and services with WSP's or Qwests End
User Customers who call the other Party.
12.3.9 Major Outages/Restoral/Notification
12.3.9.1 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 such as Customer information, Qwest wil.
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utilize the same thresholds and processes for external notification as it does for internal
purposes. This major outage information wil be sent via e-mail on the same schedule
as is provided internally within Qwest. The email notification schedule shall consist of
initial report of abnormal condition and estimated restoration time/date, abnormal
condition updates, and final disposition. Service restoration wil be non-discriminatory,
and will be accomplished as quickly as possible according to Qwest and/or industry
standards.
12.3.9.2 Qwests emergency restoration process operates on a 7X24 basis.
12.3.10 Protective Maintenance
12.3.10.1 Qwest will perform scheduled maintenance of substantially the same type
and quality to that which it provides to itself, its End User Customers, its Affliates, or any
other party.
12.3.10.2 Qwest wil 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 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 Affilates, or any other party.
12.3.10.3 Qwest shall advise WSP of non-scheduled maintenance, testing,
monitoring, and surveilance activity to be performed by Qwest on any services,
including, to the extent Qwest can determine, any hardware, equipment, softare, or
system providing service functionality which may potentially impact WSP and/or WSP
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.
12.3.11 Hours of Coverage
12.3.11.1 Qwests repair operation is seven (7) Days a week, twenty-four (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, Qwests repair operations center
(always available 7X24) can call-out technicians or other personnel required for the
identified situation.
12.3.12 Escalations
12.3.12.1 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.
12.3.12.2 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
is the tester. WSP may request escalation to higher tiers in its sole discretion.
Escalations status is available through telephone and the electronic interfaces.
Electronic escalation is not available for non-designed products.
12.3.12.3 Qwest shall handle chronic troubles on non-designed services, which are
those greater than three (3) troubles in a rolling thirty (30) Day period, pursuant to
Section 12.2.2.1.
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12.3.13 Dispatch
12.3.13.1 Owest 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.
12.3.13.2 Upon the receipt of a trouble report from WSP, Owest wil follow internal
processes and industry standards, to resolve the repair condition. Owest wil dispatch
repair personnel on occasion to repair the condition. It will be Owests decision whether
or not to send a technician out on a dispatch. Owest 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 Owest believes the dispatch is not necessary, appropriate charges wil be
biled by Owest to WSP for those dispatch-related costs in accordance with Exhibit A if
Owest 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.
12.3.14 Electronic Reporting
12.3.14.1 WSP may submit Trouble Reports through the Electronic Bonding or GUI
interfaces provided by Owest.
12.3.14.2 Manually reported trouble tickets cannot be accessed by WSP through
electronic interfaces until the ticket has been closed. The WSP will only be able to view
the history on the account. Tickets created electronically in CEMR (Customer Electronic
Maintenance and Repair) can be monitored from the time the ticket has been created
until it is closed as well as to view the account history.
12.3.15 i ntervals/Parity
12.3.15.1 Similar trouble conditions, whether reported on behalf of Owest End User
Customers or on behalf of WSP End User Customers, will receive commitment intervals
in substantially the same time and manner as Owest provides for itself, its End User
Customers, its Affliates, or any other party.
12.3.16 Jeopardy Management
12.3.16.1 Owest will notify WSP, in substantially the same time and manner as
Owest provides this information to itself, its End User Customers, its Affliates, or any
other party, that a trouble report commitment (appointment or interval) has been or is
likely to be missed. At WSP option, notification may be sent by email or fax through the
electronic interface. WSP may telephone Owest repair center or use the electronic
interfaces to obtain jeopardy status. A jeopardy, caused by either WSP or Owest,
endangers completing provisioning and/or installation processes and impacts meeting
the schedule due date of WSP's service request. When WSP's service-request is in
jeopardy, Owest notifies WSP via a status update, email, Jeopardy Notification,
telephone call, and/or a FOC (Firm Order Confirmation). The purpose of the jeopardy
notification is to identify jeopardy conditions to WSP that impact meeting the scheduled
due date of WSP's service requests.
12.3.17 Trouble Screening
12.3.17.1 WSP shall screen and test its End User Customer trouble reports
completely enough 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
then perform test isolation and test the service and facilty on behalf of the WSP..
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Section 12ass .12.3.18 Maintenance Standards
12.3.18.1 Owest wil cooperate with WSP to meet the maintenance standards
outlned in this Agreement.
12.3.18.2 On manually reported trouble, Owest wil 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 as the status changes.
12.3.19 End User Customer Interface Responsibilties
12.3.19.1 WSP wil be responsible for all interactions with its End User Customers
including service call handling and notifying its End User Customers of trouble status
and resolution.
12.3.19.2 All Owest employees who perform repair service for WSP End User
Customers wil be trained in non-discriminatory behavior.
12.3.19.3 Owest will recognize the designated WSP as the Customer of Record for
all services ordered by WSP and wil send all notices, invoices and pertinent information
directly to WSP. Except as otherwise specifically provided in this Agreement, Customer
of Record shall be Owests single and sole point of contact for all WSP End User
Customers.
12.3.20 Repair Call Handling
12.3.20.1 Manually-reported repair calls by WSP to Owest wil be answered with the
same quality and speed as Owest answers calls from its own End User Customers. .
12.3.21 Single Point of Contact
12.3.21.1 Owest will provide a single point of contact for WSP to report
maintenance issues and trouble reports seven (7) Days a week, twenty-four (24) hours a
day. A single 7X24 trouble reporting telephone number wil be provided to WSP for each
category of trouble situation being encountered.
12.3.22 Network Information
12.3.22.1 Owest maintains an information database, available to WSP for the
purpose of allowing WSP to obtain information about Owests NPAs, LATAs, Access
Tandem Switches and Central Offces.
12.3.22.2 This database is known as the ICONN database, available to WSP via
Owests web site.
12.3.22.3 Customer Proprietary Network Information (CPNI) and NXX activity
reports are also included in t~is database.
12.3.22.4 ICONN data is updated in substantially the same time and manner as
Owest updates the same data for itself, its End User Customers, its Affilates, or any
other party.
12.3.23 Maintenance Windows
12.3.23.1 Generally, Owest performs major Switch maintenance activities off-hours,
during certain "maintenance windows". Major Switch maintenance activities include
Switch conversions, Switch generic upgrades and Switch equipment additions.
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Section 12
OSS.12.3.23.2 Generally, the maintenance window is between 10:00 p.m. through 6:00
a.m. Monday through Friday, and Saturday 10:00 p.m. through Monday 6:00 a.m.,
Mountain Time. Although Owest normally does major Switch maintenance during the
above maintenance window, there will be occasions where this will not be possible.
Owest will provide notification of any and all maintenance activities that may impact
WSP ordering practices such as embargoes, moratoriums, and quiet periods in
substantially the same time and manner as Owest provides this information to itself, its
End User Customers, its Affiliates, or any other party.
12.3.23.3 Planned generic upgrades to Owest Switches are included in the ICONN
database, available to WSP via Owests web site.
12.3.24 Switch and Frame Conversion Service Order Practices
12.3.24.1 Switch Conversions. Switch conversion activity generally consists of the
removal of one switch and its replacement with another. Generic Switch software or
hardware upgrades, the addition of switch line and trunk connection hardware and the
addition of capacity to a Switch do not constitute Switch conversions.
12.3.24.2 Frame Conversions. Frame conversions are generally the removal and
replacement of one or more frames, upon which the Switch Ports terminate.
12.3.24.3 Conversion Date. The "Conversion Date" is a Switch or frame conversion
planned day of cut-over to the replacement frame(s) or Switch. The actual conversion
time typically is set for midnight of the Conversion Date. This may cause the actual
Conversion Date to migrate into the early hours of the day after the planned Conversion
Date.
12.3.24.4 Conversion Embargoes. A Switch or frame conversion embargo is the
time period that the switch or frame trunk side facilty connections are frozen to facilitate
conversion from one switch or frame to another with minimal disruption to the End User
Customer or WSP services. During the embargo period, Owest wil reject orders for
trunk side facilities (see Section 12.3.24.4.1) other than conversion orders described in
Section 12.3.24.4.3. Notwithstanding the foregoing and to the extent Owest provisions
trunk or trunk facility related service orders for itself, its End User Customers, its
Affiliates, or any other party during embargoes, Owest shall provide WSP the same
capabilities.
12.3.24.4.1 ASRs for switch or frame trunk side facility augments to capacity
or changes to Switch or frame trunk side facilties must be issued by WSP with a
Due Date prior to or after the appropriate embargo interval as identified in the
ICONN database. Owest shall reject Switch or frame trunk side ASRs to
augment capacity or change facilities issued by WSP or Owest, its End User
Customers, its Affiliates or any other party during the embargo period, regardless
of the order's Due Date except for conversion ASRs described in Section
12.3.24.4.3.
12.3.24.4.2 For switch and trunk side frame conversions, Owest shall provide
WSP with conversion trunk group service requests (TGSR) no less than ninety
(90) Days before the Conversion Date.
12.3.24.4.3 For switch and trunk side frame conversions, WSP shall issue
facility conversion ASRs to Owest no later than thirty (30) Days before the
Conversion Date for Iike-for-like, where WSP mirrors their existing circuit design
from the old Switch or frame to the new Switch or frame, and sixty (60) Days
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before the Conversion Date for addition of trunk capacity or modification of circuit
characteristics (Le., change of AMI to B8ZS).
12.3.24.5 Frame Embargo Period. During frame conversions, service orders and
ASRs shall be subject to an embargo period for services and facilties connected to the
affected frame. For conversion of trunks where WSP mirrors their existing circuit design
from the old frame to the new frame on a Iike-for-Iike basis, such embargo period shall
extend from thirty (30) Days prior to the Conversion Date until five (5) Days after the
Conversion Date. If WSP requests the addition of trunk capacity or modification of
circuit characteristics (Le., change of AMI to B8ZS) to the new frame, new facility ASRs
shall be placed, and the embargo period shall extend from sixty (60) Days prior to the
Conversion Date until five (5) Days after the Conversion Date. Prior to instituting an
embargo period, Qwest shall identify the particular dates and locations for frame
conversion embargo periods in its ICONN database in substantially the same time and
manner as Qwest notifies itself, its End User Customers, Affilates, or any other party.
12.3.24.6 Switch Embargo Period. During Switch conversions, service orders and
ASRs shall be subject to an embargo period for services and facilties associated with
the trunk side of the switch. For conversion of trunks where WSP mirrors their existing
circuit design from the old Switch to the new Switch on a like-for-Iike basis, such
embargo period shall extend from thirty (30) Days prior to the Conversion Date until five
(5) Days after the Conversion Date. If WSP requests the addition of trunk capacity ormodification of circuit characteristics to the new Switch, new facilty ASRs shall be
placed, and the embargo period shall extend from sixty (60) Days prior to the
Conversion Date until five (5) Days after the Conversion Date. Prior to instituting an
embargo period, Qwest shall identify the particular dates and locations for Switch
conversion embargo periods in its ICONN database in substantially the same time and
manner as Qwest notifies itself, its End User Customers, Affiliates, or any other party.
12.3.24.7 Switch and Frame Conversion Quiet Periods for LSRs. Switch and frame
conversion quiet periods are the time period within which LSRs may not contain Due
Dates, with the exception of LSRs that result in disconnect orders, including those
related to LNP orders, record orders, Billng change orders for non-switched products,
and emergency orders.
12.3.24.7.1 LSRs of any kind issued during Switch or frame conversion quiet
periods create the potential for loss of End User Customer service due to manual
operational processes caused by the Switch or frame conversion. LSRs of any
kind issued during the Switch or frame conversion quiet periods wil be handled
as set forth below, with the understanding that Qwest shall use its best efforts to
avoid the loss of End User Customer service. Such best efforts shall be
substantially the same time and manner as Qwest uses for itself, its End User
Customers, its Affiliates, or any other party.
12.3.24.7.2 The quiet period for Switch conversions, where no LSRs except
those requesting order activity described in 12.3.24.7 are processed for the
affected location, extends from five (5) Days prior to conversion until two (2)
Days after the conversion and is identified in the ICONN database.
12.3.24.7.3 The quiet period for frame conversions, where no LSRs except
those requesting order activity described in 12.3.24.7 are processed or the
affected location, extends from five (5) Days prior to conversion until two (2)
Days after the conversion.
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12.3.24.7.4 LSRs, except those requesting order activity described in
12.3.24.7, (i) must be issued with a Due Date prior to or after the conversion
quiet period and (ii) may not be issued during the quiet period. LSRs that do not
meet these requirements will be rejected by Qwest.
12.3.24.7.5 LSRs requesting disconnect activity issued during the quiet
period, regardless of requested Due Date, will be processed after the quiet
period expires.
12.3.24.7.6 WSP may request a Due Date change to a LNP related
disconnect scheduled during quiet periods up to 12:00 noon Mountain Time the
Day prior to the scheduled LSR Due Date. Such changes shall be requested by
issuing a supplemental LSR requesting a Due Date change. Such changes shall
be handled as emergency orders by Qwest.
12.3.24.7.7 WSP may request a Due Date change to a LNP related
disconnect order scheduled during quiet periods after 12:00 noon Mountain Time
the Day prior to the scheduled LSR Due Date until 12 noon Mountain Time the
Day after the scheduled LSR Due Date. Such changes shall be requested by
issuing a supplemental LSR requesting a Due Date change and contacting the
Interconnect Service Center. Such changes shall be handled as emergency
orders by Qwest.
12.3.24.7.8 In the event that WSP End User Customer service is disconnected
in error, Qwest will restore service in substantially the same time and manner as
Qwest does for itself, its End User Customers, its Affilates, or any other party.
Restoration of WSP End User Customer service will be handled through the LNP
escalations process.
12.3.24.8 Switch Upgrades. Generic Switch software and hardware upgrades are
not subject to the Switch conversion embargoes or quiet periods described above. If
such generic Switch or software upgrades require significant activity related to
translations, an abbreviated embargo and/or quiet period may be required. Qwest shall
implement service order embargoes and/or quiet periods during Switch upgrades in
substantially the same time and manner as Qwest does for itself, its End User
Customers, its Affiliates, and any other party.
12.3.24.9 Switch Line and Trunk Hardware Additions. Qwest shall use its best
efforts to minimize WSP service order impacts due to hardware additions and
modifications to Qwests existing Switches. Qwest shall provide WSP substantially the
same service order processing capabilities as Qwest provides itself, its End User
Customers, Affiliates, or any other party during such Switch hardware additions.
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Section 13
Access To Telephone Numbers
SECTION 13.0. ACCESS TO TELEPHONE NUMBERS
13.1 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 Offce (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 or
Commission Order. The latest version of the Guidelines wil be considered the current
standard.
13.2 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.
13.3 It shall be the responsibilty 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 wil cooperate to timely rectify inaccuracies in its LERG data. Each Party will
maintain/revise the LERG to reflect current homing arrangements, which includes subtending
arrangements for local and access tandems, and 800 SSP. Each Party is responsible for
updating the LERG data for NXX codes assigned to its End Office 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.
13.5 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.
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Section 14
Local Dialing Parity
SECTION 14.0. LOCAL DIALING PARITY
14.1 The Parties shall provide local dialing parity to each other as required under Section
251(b)(3) of the Act. Qwest 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), and Directory Assistance
(DA), with no unreasonable dialing delays. WSP may elect to route all of its End User
Customers calls in the same manner as Qwest routes its End User Customers calls, for a given
call type (e.g., 0, 0+, 1+,411), or WSP may elect to custom route its End User Customers' caHs
differently than Qwest 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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Section 15
Intentionally Left Blank
SECTION 15.0 . INTENTIONALLY LEFT BLANK
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.Section 16
Bona Fide Request Process
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SECTION 16.0. BONA FIDE REQUEST PROCESS
16.1 Any request for Interconnection or Ancillary service that is not already availablè 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 Owest as a product or service shall
be treated as a Bona Fide Request (BFR). Owest shall use the BFR Process to determine the
terms and timetable for providing the requested Interconnection or Ancillary services and the
technical feasibility of new/different points of Interconnection. Owest will administer the BFR
Process in a non-discriminatory manner.
16.2 A BFR shall be submitted in writing and on the appropriate Owest form for BFRs. WSP
and Owest 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. Owest will refund one-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:
16.2.1 a technical description of each requested new or different point of
Interconnection or Ancilary service;
16.2.2 the desired interface specification;
16.2.3 each requested type of Interconnection or access;
16.2.4 a statement that the Interconnection or Ancillary service wil be used to
provide a Telecommunications Service;
16.2.5 the quantity requested;
16.2.6 the specific location requested;
16.3 Within two (2) business Days of its receipt, Owest shall acknowledge receipt of the BFR
and in such acknowledgment advise WSP of missing information, if any, necessary to process
the BFR. Thereafter, Owest 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,
Owest 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, Owest shall provide to WSP an analysis of the BFR. The preliminary
analysis shall specify Owests conclusions as to whether or not the requested Interconnection is
technically feasible.
16.5 If Owest 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, Owest shall advise WSP as soon as reasonably possible of that fact, and Owest shall
promptly, but in no case later than the twenty-one Day period, provide a written report settng
forth the basis for its conclusion.
16.6 If Owest determines during such twenty-one (21) Day period that the BFR qualifies
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.
16.7 As soon as feasible, but in any case within forty-five (45) calendar Days after Owest
notifies WSP that the BFR qualifies under the Act, Owest shall provide to WSP a BFR quote.
The BFR quote will include, at a minimum, a description of each Interconnection and Ancillary.
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Section 16
Bona Fide Request Process
service, the quantity to be provided, any interface specifications, and the applicable rates
(recurring and nonrecurring) including the separately stated development costs and constructioncharges of the Interconnection Ancilary service and any minimum volume and term
commitments required, and the timeframes within which the request wil be provisioned.
16.8 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.
16.9 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 liabilty 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 Ancilary 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 Ancilary services by that WSP shall not be subject to the BFR process. To
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. 1GB pricing and intervals will stii apply for
requests that are not yet standard offerings. For purposes of this Section 16.12, 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 16.2.6 of Section
16.2 above. The burden of proof is upon Qwest to prove the BFR is not substantially similar to
a previous BFR.
16.13 The total cost charged to WSP shall not exceed the BFR quoted price.
16.14 Upon request, Qwest shall provide WSP with Qwests 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 Gonfidentiallnformation, 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 WSP
to understand the general nature of the product, service, or combination thereof that has been
requested and a summary ofthe disposition of the request as soon as it is made. Qwest 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. Qwest 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 Qwest may require the use of 1GB
pricing where it makes a demonstration to WSP of the need therefore.
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.Section 17
Audit Process
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SECTION 17.0. AUDIT PROCESS
17.1 "Audit" shall mean the comprehensive review of the books, records, and other
documents used in providing services under this Agreement. The term "Audit" also applies to
the investigation of company records, back office systems and databases pertaining to Loop
information.
17.2 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:
17.2.1 ' Either Party may request to perform an Audit.
17.2.2 The Audit shall occur upon thirty (30) business Days written notice by the
requesting Party to the non-requesting Part.
172.3 The Audit shall occur during normal business hours.
172.4 There shall be no more than two Audits requested by each Party under
this Agreement in any 12-month period.
17.2.5 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.
17.2.6 The location of the Audit shall be the location where the requested
records, books and documents are retained in the normal.course of business.
17.2.7 All transactions under this Agreement which are over twenty-four (24)
months prior to the date of request will be considered accepted and no longer subject to
Audit. In the event an audit is initiated, the Parties agree to retain records of all
transactions under this Agreement for at least 24 months and all subsequent
transactions will also be subject to audit.
17.2.8 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.
17.2.9 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.
17.2.10 In the event that the non-requesting Party requests that the Audit be
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.
17.2.11 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-
President leveL.
17.3 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
.
September 16, 2010/mms/Allied Wireless Comm Corp/lD/CDS-100629-0001
Type 2 Wireless Interconnection Agreement - (v09-17-09)79
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Section 17
Audit Process
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.
September 16, 2010/mms/Alled Wireless Comm Corp/ID/CDS-100629-0001
Type 2 Wireless Interconnection Agreement - (v09-17-09)80
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Section 18
Construction Charges
SECTION 18.0. CONSTRUCTION CHARGES
18.1 Owest will conduct an individual financial assessment of any request which requires
construction of network capacity, facilities, or space for access. When Owest constructs to fulfil
WSP's request, Owest will bid this construction on a case-by-case basis. Owest wil 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 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.
September 16, 2010/mms/Allied Wireless Comm Corp/ID/CDS-100629-0001
Type 2 Wireless Interconnection Agreement ~ (v09-17-09)81
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Section 19
Network Standards
SECTION 19.0. NETWORK STANDARDS
19.1 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.
19.2 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.
19.3 Generally accepted and developed industry standards which the Parties agree to
support include, but are not limited to:
19.3.1 Switching
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
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-0002710SSGR
TR-NWT-001156 OSSGR Subsystem
SR-TSY-001171 System Reliability Analysis .
September 16, 2010/mms/Allied Wireless Comm CorpIlD/CDS-100629-0001
Type 2 Wireless Interconnection Agreement - (v09-17-09)82
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Section 19
Network Standards.
.
19.3.2 Transport
T elcordia FR-440
TR-NWT -000499 (TSGR) Transport Systems Generic Requirements
GR-820-CORE Generic Transmission Surveilance; 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 Transmission Engineering
Handbooks Volumes 1 & 2
ANSI T1.1 02-1993 Digital Hierarchy - Electrical Interface; Annex B
19.3.3 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-000303Integrated Digital Loop Carrier System Generic Requirements
TR-TSY-000673 Operations Interface for an IDLC System
GR-303-CORE Issue 1 Integrated Digital Loop Carrier System Generic
Requirements
TR-NWT-000393 Generic Requirements for ISDN Basic Access Digital
Subscriber Lines
TR-TSY-000008 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
19.3.4 Local Number Portability
Generic Requirements for SCP Application and GTT Function for Number
Portabilty. ICC LNP Workshop SCP Generic Requirements Subcommittee.
Generic Switching and Signaling Requirements for Number Portabilty. Version
1.03. ICC LNP Workshop Switch Generic Requirements Subcommittee.
September 4, 1996.
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September 16, 2010/mms/Allied Wireless Comm Corp/ID/CDS-100629-0001
Type 2 Wireless Interconnection Agreement - (v09-17-09)83
DocuSign Envelope ID:2EBFA392-EDAB-4129-B48D-FC25625041 D9
Section 19
Network Standards
Generic Operator Services Switching Requirements for Number Portabilty, Issue
1.1, Tech Rep, Ilinois Number Portabilty Workshop, 1996.
Number Portabilty Operator Services Switching Systems (Revision of T1. TRO.1-
1999) T1.TRO.1-2001
Number Portabilty Switching Systems (Revision of T1.TRO.2-1999) T1.TRO.02-
2001
Number Portabilty Database and Global Title Translation T1.TRO.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
Docket 01-184; Released July 26,2002.
19.4 The Parties wil 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, Owest 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
19.5 Owest Technical Publications have been developed to support service offerings, inform
End User Customers and suppliers, and promote engineering consistency and deployment of
developing technologies. Owest provides all of its Technical Publications at no charge via
website: http://ww.Qwest.com/techpub/.1
Owest now provides all Technical Publications to WSPs for no charge via the internet.
September 16, 2010/mms/Ailed Wireless Comm CorpIlD/CDS-100629-0001
Type 2 Wireless Interconnection Agreement - (v09-17-09)84
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Section 20
Signature Page
SECTION 20.0 . SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
respective duly authorized representatives.
Alled Wireless Communications
Corporation
Qwest Corporation
R:B4E076D6A0647S"':J
Kø~
Doi:uSigned By: Kenneth Borner L205E9FC68BD5454"':J
/.r~-.
Doi:uSigned By: L T Christensen
SignatureSignature
Kenneth J. Borner
Name PrintedlTyped
L. T. Christensen
Name Printed/Typed
VP - Operations & Engineering
Title
Director - Wholesale Contracts
Title
9/20/2010 9/20/2010
Date Date
September 16, 2010/mms/Allied Wireless Comm CorpIlD/CDS-100629-0001
Type 2 Wireless Interconnection Agreement - (v09-17-09)85
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
Allied Wireless Communications Corporation Wireless Type 2 Exhibit A
Idaho.EAS I Local Traffc
Reciprocal Compensation
Election
New Bil and Keep Noles
'6.1 EntranCè,Facilties
6.1.DS1 $103.61 $208.34 A A
I I
6.1.2 DS3 $524.42 $277.73 A A
6.2 EICT
6.2.1 iPerDS1 $0.00 $0.00 A A
62.2 IPer DS3 $0.00 $0.00 B B
6.3 Direcirrunked Transport
,6.3.1 OSO RecuITioo Fixed & Der Milè)A A
6.3.1.1 lOver 0 to 8 Miles 524.67 SO.29 A A
6.3.12 Over 8 to 25 Miles 524.69 50.23 A A
6.3.1.3 lOver 25 10 50 Miles $24.86 50.15 A A
6.3.1.4 ~Over50_Miles $24.69 50.05 A A
I I
6.3.2 OSl Recurrina Fixed & oer Mile
6.3.2.1 Over a to 8 Miles $37.35 $1.5 A A
6.3.2.2 Over 810 25 Miles $37.35 $1.82 A A
6.3.2.3 Ovér25 10 SO Miles $37.35 $1.89 A A
6.3.2.4 Over 50 Miles $37.35 $1.90 A A
I I
:6.3.3 053 Rècurriod Fixed& oer MilE,
6.3.3.1 'Over 0 to 8 MilèS $257.18 $19.48 A A
6.3.3.2 j Owr 8 to 25 Miles $260,49 524.24 A A
6.3.3.'0..er25\0 50 Miles $260.77 526.3 A A
6.3;3,4 OYerSOtviles $26932 526.35 A A
6.4 ¡Multloie,tino
I .6.41 1051 10050 $263.86 $193.30 A A
6..2 . 105310051 5304.22 5193.30 A A
6.5 Trunk Nonrecumrio Charoes
6.5.1 iOS11nteriace
'6.5.1.1 First Trunk $229.40 A
M'.2 Each Additional Trunk $5.46 A
I ,
6.5.2 DS3 interlace
6.5.2.1 First Trunk $2&;.71 A
6.5.2.2 Each Additional Trunk $11.78 A
,
6'5.3 Trunk Routina Chanae. Oer Tvoe2 Trunk Grouo
6.5.3.1 2A Direct Final to Allèrn"teFi,.al $74.61 1
6;5.3.2 Tvoe 2 ROUtina Translatla,. Chana..$74.61 1
6.6 Anciiarv Trunks
6.6.1 One.Wav Out Only, Ancillarv Trunks, Der Tru,.k
6.6.1.1 Idaho. North $20.69 $43.00
6.6.1.2 Idaho. South
6.6.1..1 Zone 1 S".50 $117.50
6.6.1.2.2 Zone 2 $17.51 $117.50
6.6.1.2.3 Zone 3 $12.63 $117.50
6.7 IntraMTA Trafic
6.7.1 End Ofce CalITermination,DerMinute of U&e $0.001343 ##
6.7.2 Tandem Switched Tran&oort, oer Minute of Use $0.000690 #
!
6.7.3 Tandem Transmission RecurrinQ Fixed & per Mile)
6.7.3.1 OverOt08 Miles SO.0004564 $0.0000367 A A
6.7.3.2 Over 8 to 25 Miles $0.0004564 $0.0000367 A A
6.7.3.3 Over 25 1050 Miles So.004564 $0.0000367 A A
6.7.3.4 Over 50 Miles $0.000426 $0.0000144 A A
6.8 iiSP Bound Traffic
6.8.1 I Local Traffc - FCC - ISF' Rate Caos
16.8.1.1 Minute Of Use ~s of June 14,2003, rate in effect unti furter FCC action $0.0007 4
6.9 Miscellaneous Chariies
6.9.1 GanceUation Charge Owest S Idaho
Access
Service
Catalog
Qwest Idaho 7th ,Revision
October 2. 2007 Page 1 of 3
DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
Allied Wireless Comunications Corporation Wireless Type 2 Exhibit A
Idaho
..~-,"
6,9,2 Expedite Charge Owests Idaho
Acess
Service
Catalog
6.9.3 Additional Testing Owests Idaho
Access
:Servce
I
Catalog
6.10 ITransit Traffe
6.10J ILocal & IntraLATA Toll Transit, per Minute of Use $0.0045 2,6
6.11 i JOlntlv ProyidedSwitchedAccess Services
6,11.1 I Mehanized Access Recds, oer Record $0.0014877 B
6.12 IntrMTA Traffic OwestFCC QwtFCC
Swtched $wItched
Access Tariff Accs Tariff
7.0 IntentionallY Left Blank
R.IlnterlionaJlL"lf Blank
9.~betPortabiliI
9.1. LNP Ovenes See FCC See FCC
Tanff#l Tariff #1
seon 13 &Section 13&
20 20
.12 l-l.NPMana edCuts
,9.\.2.1 Standard Manaoed Cuts, oer Person, car Haif Hour $26.57 A
I '9.1..2.2 Overtme ManaQed Cuts, per Person, oer Half Hour $34.38 A
'9.1.2.3 Premìum ManaoedCuts, oet Persn, oer Half Hour $42.21 A
;9.2 911/ E911 NoChanie NoCharOé
19,3 IntentionallY Lef Blank
9.4 AcceS to Poles, DuelS Conduits and Riahts of Way tROWl
9.4,1 ,PolelnQuirv Fee. nerlnauirv $341.63 1
9.42 Innerduct InQuirv Fee, oer InQulrv $233.51 1
9.43 ROW InQ~irv Fee,Per InQuirv $378.87 1
9.44 ROW DoCtrnent PreoarationFee 5122.91 1
9.45 Field VerificationFee, per Pole $20.48 1
9.4,6 Field Verification Fee, Der Manhole $190,89 1
9.4.7 Planner Verifcation, per ManMle $16.52 1
9.48 _insoector, oer Manhole $92.18 1
9.49 aady Inspector, per Manhole $245,2 1
9.4.1.0 Blank
9.4.11 Pole Alia · Fee, Der Foot.ner Year $2.7 A
9.4.12 Innerduct
9.4,12.1 IIntentionally Left Blank
9.412.2 Iinnenjuct Occuoancv Fee,oer Foot, oerYear $0.31 4
9.4.13 Access.Aareement Consideration $10,00 A
904.14 Make Readv IC 3
10.0 IntentiOJatlv LellBlank
11,0 Acces$ to Operational support Svst"rns ioss
11.1 DeveloDlYentand Enhancementsiper Order $5.00 A
11,2 OnooinaOneralions, per Order $1.4()A
12.0 Maintenance ami Repair
12.1 Trouble Isolation
'12.1.1 Maintenance of Servce for non-Owest Trouble, oer Hall Hour or fraction thereof
12,1..1 Maintenance of Servce ~ Basic 328,1l6 A
12.1.1.2 Maintenance. of Servce ~ Overtime 53.55 A
12.1.1.3 Maintenance Of Serice ..Premium $48.25 A
!12.1,2 Disoatch for non-Owes! Trouble 587.98 A
13.0 Iniontionallll Left Blank
14.0 Intentionally Left Blank
15.0 Intentlonallv Left Blank
16.0 Bone Fid.. ReQ\JestProce$s
16.1 iProcessinoFee $1,851.86 A
17.0 IntentionallY left Blank
Owest Idaho 7th Revision
October 2, 2007 Page 2 013
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
AJliedWireiess Communications COporation Wireless Typ 2 ExflibitA
Idaho.
19.0 Construction Char as ICB ICB 3 3
NOTES:
A
..=r______
Rata~perFCC Guidelines
RatèA ",ed u on in i71wor~sh s.
Thedprqvision oftransitOg setvicesis nOfrèqù¡re"dp-~rs:úånUÓ-Section. 251 oÙhe Teiãcommunications Act Owes! has chosen to offer this servce as part ofits
¡Interconneçion agreemenfbulthis service is nO! required 10 be priced accoing to a TELRIC methodology.
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Qwtldeho 7th Revision
October 2. 2007 Page 3 of 3
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
Exhibit B
Service Performance Indicators
EXHIBIT B
SERVICE PERFORMANCE INDICATORS
Owest and WSP agree that Owest will provide Type 2 Interconnection Trunks to WSP
for use as Telecommunications Services in a non-discriminatory manner. Owest wil
work with WSP on an Individual Case Basis (ICB) when WSP requires data from Owest
to develop operation reporting.
WSP-T-2-Exhibit B May 24,2005 Pagel
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EXHIBIT C
Intentionally Left Blank
WSPT2 - Exhibit C 9-24-08 Page 1
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
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 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 Qwest Corporation's ("Qwest") Poles, to place Facilities on or within
Qwests Innerduct (collectively "Poles/lnnerduct") and to obtain access to Qwests
private right of way ("ROW"), to the extent Qwest has the right to grant such access.
This General Information is necessary to determine if Qwest 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 "Poles/lnnerduct".
2 PROCESS. The Qwest process is designed to provide the WSP the information so
as to assist WSP and Qwest to make Poles, Innerduct and ROW decisions in a cost-
effcient manner. The Process has these distinct steps:
2.1 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 Qwests 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 Qwest Service Support Representative for each
request before sending an Attachment 1.A. To request a BAN number send an
email requesting one to: wholesale.servicesupporteam(dqwest.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, a copy of the signed Attachment and maps of
the desired route must be emailedtowholesale.servicesupportteam(Çqwest.com
while the fee mustbe sent to the Qwest 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: Qwest
central offices, streets, cities, states, lakes, rivers, mountains, etc. Qwest
reserves the right to reject ilegible 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.
Qwest will complete the Inquiry review and prepare and return a Poles/lnnerduct
Verification/ROW Access Agreement Preparation Costs Quotation (Attachment
1.B) to the WSP generally within ten (10) days or the applicable federal or state
WSP- T-2-Exhibit D 5-23-05
1
DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
law, rule or regulation that governs this Agreement in the state in which Innerduct
attachment is requested. In the case of poles, Owest wil assign a Field Engineer
and provide his/her name and phone number to the WSP. The Field Engineer wil
check the local database and be available for a joint verification with the WSP.
The Polesllnnerduct Verification/ROW Access Agreement Preparation Costs
Ouotation will be valid for thirt (30) calendar days from the date of quotation.
The Inquiry step results only in the location and mapping of Owest facilities and
does not indicate whether space is available. This information is provided with
Attachment 1.B.
.
In the case of ROW, Owest wil prepare and return a ROW information matrix
and a copy of agreements listed in the ROW Matrix, within ten (10) days. The
ROW Matrix wil identify (a) the owner of the ROW as reflected in Owests
records, and (b) the nature of each ROW (Le., publicly recorded and non-
recorded). The ROW information matrix will also indicate whether or not Owest
has a copy of the ROW agreement in its possession. Owest 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, Owest will prepare and return an MDU information matrix,
within ten (10) days, which wil identify (a) the owner of the MDU as reflected in
Owests records, and (b) whether or not Owest has a copy of the agreement
between Owest and the owner of a specific multi-dwelling unit that grants Owest
access to the multi-dwellng unit in its possession. Owest 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
propert.
.
Owest wil 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. Owest wil
redact all dollar figures from copies of agreements listed in the Matrices that have
not been publicly recorded that Owest 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 Owest in the event of
any legal action arising out of Owests provision of such agreement to WSP. In
that event, the WSP shall not be required to execute the Consent to Disclosure
form.
If there is no other effective agreement (i.e., an Interconnection Agreement)
between WSP and Owest 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.
2.2 Attachment 1.B (Verification) & Attachment 4 (Access Agreement
Preparation). With respect to Poles and Innerduct, upon review and acceptance
of signed Attachment 1.B and payment of the estimated verification costs by the
WSP, Owest will conduct facilities verification and provide the requested
information which mayor may not include the following: a review of public and/or
WSP- T-2-Exhibit D 5-23-05
2
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
.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 installng its facilities. In the case of Poles,
Attachment 1.B orders 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 wil be sent to the WSP by Qwest.
.
With respect to ROW, upon review and acceptance of signed Attachment 1.B
and payment of the ROW conveyance consideration, Qwest wil 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 Qwests 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.
.2.3 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-2-Exhibit D 5-23-05
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
Section 2.2 above, Owest wil 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 wil assign the
WSP's requested space; Owest wil also commence the Make-ready work
within 30 days following payment of the Make-Ready Fees. Owest wil notify
WSP when Poles/lnnerduct are ready for attachment or placement of Facilties.
A copy of the signed Attachment 2 form should be emailed to
wholesale.servicesupportteamCWgwest.com 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 facilties 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) unti provisions have been made for
construction..
2.4 Provision of ROW/Poles/lnnerduct. Owest agrees to issue to WSP for
any 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 Poles/lnnerductlROW 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 Poles/lnnerduct 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-2-Exhibit D 5-23-05
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
preparing the Access Agreement or any other aspect of conveying access to
Qwests 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.
3.DISPUTE RESOLUTION
3.1. Other than those claims over which a federal or state 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 the American Arbitration Association
("AA") unless otherwise provided herein. The arbitrator shall be selected in
accordance with AA procedures from a list of qualified people maintained by
AA. . The arbitration shall be conducted in the regional AA office closest to
where the claim arose.
3.2. All expedited procedures prescribed by the AA shall apply. The
arbitrator's decision shall be final and binding and judgment may be entered in
any court having jurisdiction thereof.
3.3. 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.S.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.
3.4. 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 filng the action shall pay the other party's
costs and expenses incurred in seeking such stay or compellng arbitration,
including reasonable attorney's fees.
WSP- T-2-Exhibit 0 5-23-05
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041 D9
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 (see attached pricing chart) X
$
2. Innerduct Inquiry Fee (see attached pricing chart) X
$
3. ROW Records Inquiry (see attached pricing chart) X
$
4. Estimated Interval for Completion of Items 1, 2 or 3: 10
5. Additional requirements of WSP: _
=
=
=
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 Qwests
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 databaselrecords 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.
Owest Corporation
Sianature SiQnature
Name Tvped or Printed Name Typed or Printed
Title Title
WSP- T-2-Exhibit D 5-23-05
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
I Date B Date
This signed form (original) must be sent with a check for the Inquiry amount (to "Owest")
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: wholesale.servicesupporteamaYqwest.com. Put "Agree"
on signature line.
wsP- T-2-Exhibit 0 5-23-05
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
ATTACHMENT 1.8
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 Total ChargeNumber
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$lOl Access Agreement_$
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
Signature Signature
Name Tvped or Printed Name Typed or Printed
Title Title
WSP- T -2-Exhibit D 5-23-05
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
I Date CI 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 G28.24, Littleton, CO
80120. An email copyofthisformmustbesentto:wsst(Ígwest.com. with "Agree" on the
signature line.
wsP- T-2-Exhibit D 5-23-05
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DocuSign Envelope ID: 2EBFA392-EDAB-129-B48D-FC25625041D9
ATTACHMENT 2
Poles/lnnerduct Order
.
General Agreement _
BAN Number:
**NOTE: THIS FORM WILL BE COMPLETED BY QWEST AND SENT TO WSP FOR
SIGNATURE**
Make-ready Work required: Yes ( ) No ( Date
Received
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 Qwests facilities from beginning of the route to the end, and at
the entrance and exit of each utiity 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.
A IR C fnnuaecurrngharges or this Permit:
Total Annual
Annual Charae Quantitv Charge
1. Pole Attachment, Per Pole $I $
2, Innerduct Occupancy, Per Foot $$
3.Request conf. call for Construction?YES NO
.
Please check YES if construction by Qwest is needed for access to Qwest manholes (e.g. core
drils, 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 ( /DAY * 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 billng, then the first half-year's
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-2.Exhibit D 5-23-05
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
Qwest Corporation
Siçinature Signature
Name Typed or Printed Name Typed or Printed
Title Title
Date Date
WSP- T-2-Exhibit D 5-23-05
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
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 Qwests
Right-of-Way ("ROW") and/or to install/attach and maintain their communications
faciliies ("Facilities") to Qwests Poles and/or placement of Facilities on or within
Qwests Innerduct (collectively "Poles/lnnerduct" described in the General Information
and WSP Map, which are incorporated herein by this reference (singularly "Ordet' or
collectively, "Orders"). If there is no other effective agreement (i.e., 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.
1. SCOPE.
1.1 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
Polesllnnerduct owned or controlled by Qwest, and/or (b) access to
Qwests 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.
.
1.2 Except as expressly provided herein, nothing in this Agreement shall be
construed to require or compel Qwest to construct, install, modify, or
place any Poles/lnnerduct or other facility for use by WSP or to obtain any
ROW for WSP's use.
1.3 Qwest agrees to provide access to ROW/Polesllnnerduct 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 Polesllnnerduct is provided.
2. 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-2-Exhibit D 5-23-05
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
3.TERMINATION WITHOUT CAUSE.
3.1 To the extent permitted by law, either party may terminate this Agreement
(which wil 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.
3.2. 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.
3.3 If Owest 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 Poles/lnnerduct within sixty (60)
days, or cause Owest 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 Owest until WSP's
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.
3.4 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 Owest unti WSP's Facilities are
physically removed.
3.5 Owest may abandon or sell any Poles/lnnerduct at any time by giving
written notice to the WSP. Upon abandonment of Poles/lnnerduct, 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 Poles/lnnerduct from Owest, or remove its Facilities
therefrom. Failure to remove its Facilities within sixty (60) days shall be
deemed an election to purchase the Polesllnnerduct at the current market
value.
4. CHARGES AND BILLING.
4.1. WSP agrees to pay Owest Poles/lnnerduct 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-2-Exhibit D 5-23-05
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
invoice. Any outstanding invoice wil be subject to applicable finance
charges.
.
4.2. 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
billng period.
5. INSURANCE. The WSP shall obtain and maintain at its own cost and expense
the following insurance during the life of the Contract:
5.1. 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's liability insurance with a limit of One Hundred
Thousand Dollars ($100,000.00) for each accident.
5.2 General liabilty insurance providing coverage for underground hazard
coverage (commonly referred to as "U" coverage), products/completed
operations, premises operations, independent contractor's protection
(required if contractor subcontracts the work), broad form property
damage and contractual liabilty 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 "C"
coverage) if the work may cause structural damage due to excavation,
burrowing, tunneling, caisson work, or under-pinning. The limits of liabilty
for this coverage shall be not less than One Millon 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 liabilty insurance.
.
5.3 Comprehensive automobile liabilty 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.
5.4 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)
concerning the extent and limits of the WSP's insurance coverage in
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-2-Exhibil D 5-23-05
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
5.5 The insuring carrieres) and the form of the insurance policies shall be
subject to approval by Owest. The WSP shall forward to Owest,
certificates of such insurance issued by the insuring carrieres). The
insuring carrieres) may use the ACORD form, which is the Insurance
Industries certificate of insurance form. The insurance certificates shall
provide that: (1) Owest 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
Owest; (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 fulfiled. The fulfillment of such
obligations shall not relieve the WSP of any liabilty hereunder or in any
way modify the WSP's obligations to indemnify Owest.
5.6 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 Owest and theWSP/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 Owest and the Railroad and shall be delivered to
and approved by both parties prior to the entry upon or use of the
Railroad Property.
5.7 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.
6. CONSTRUCTION AND MAINTENANCE OF FACILITIES.
6.1 Owest retains the right, in its sole judgment, to determine the availability
of space on Poles/lnnerduct. When modifications to a Owest spare
conduit include the placement of innerduct, Owest retains the right to
install the number of innerducts required to occupy the conduit structure
to its full capacity. In the event Owest determines that rearrangement of
the existing facilities on Poles/lnnerduct is required before WSP's
Facilities can be accommodated, the cost of such modification will be
included in the WSP's nonrecurring charges for the associated
Polesllnnerduct Order.
WSP- T-2-Exhibit 0 5-23-05
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
6.2 WSP shall be solely responsible for obtaining the necessary underlying
legal authority to occupy Poles/lnnerduct on governmental, federal,
Native American, and private rights of way, as applicable, and Qwest
does not warrant or represent that providing WSP with access to the
Poles/lnnerduct 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 Qwest with written
documentation of such legal authority prior to placement of its facilties on
or in the Poles/lnnerduct. The WSP shall comply with all conditions of
rights-of-way and Orders.
.
6.3 WSP's Facilities shall be placed and maintained in accordance with the
requirements and specifications of the current applicable standards of
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 Facilties 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. Qwests procedures
governing its standard maintenance practices shall be made available
upon request for public inspection at the appropriate Qwest premises.
WSP's procedures governing its standards maintenance practices for
Facilities shall be made available to Qwest upon written request. WSP
shall within thirty (30) days comply and provide the requested information
to Qwest to bring their facilities into compliance with these terms and
conditions.
.
6.4. In the event of any service outage affecting both Qwest 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 Poles/lnnerduct.
6.5 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.
7. MODIFICATION TO EXISTING POLES/INNERDUCT.
7.1. If WSP requests Qwest to replace or modify existing Poles/lnnerduct to
increase its strength or capacity for the benefit of the WSP and Qwest
WSP- T -2-Exhibit D 5-23-05
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
determines in its sole discretion to provide the requested capacity, the
WSP shall pay Qwest the total replacement cost, Qwests 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 Facilties 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. .
7.2 Written notification of modification initiated by or on behalf of Qwest shall
be 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.
8. 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.
8.1. 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.
8.2. 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.
8.3. Qwest shall provide written notification to WSP within seven (7) days of
the date of completion of a final construction inspection.
8.4. 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 corrections
are 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 Poles/lnnerduct in accordance
WSP- T-2-Exhibit D 5-23-05
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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. If
agreed to in writing, by both parties, Owest shall perform such corrections
and WSP shall pay Owest the cost of performing such work. Subsequent
inspections to determine if appropriate corrective action has been taken
my be made by Owest.
.
8.5. Once the WSPs facilties occupy Owest Poles/lnnerduct system and
Exhibit A has been received by Owest, Owest may perform periodic
inspections. The cost of such inspections shall be borne by Owest,
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 Owest for full
costs of inspection, and re-inspection to determine compliance as
required. A WSP representative may accompany Owest on field
inspections scheduled specifically for the purpose of inspecting WSP's
Facilities; however, WSP's costs associated with its participation in such
inspections shall be borne by WSP. Owest shall have no obligation to
notify WSP, and WSP shall have no right to attend, any routine field
inspections.
8.6. The costs of inspections made during construction and/or the final
construction survey and subsequent inspection shall be biled to the WSP
within thirty (30) days upon completion of the inspection..
8.7. Final construction, subsequent and periodic inspections or the failure to
make such inspections, shall not impose any liability of any kind upon
Owest, and shall not relieve WSP of any responsibilities, obligations, or
liability arising under this Agreement.
9. UNAUTHORIZED FACILITIES
9.1 If any facilities are found attached to Poles/lnnerduct for which no Order
is in effect, Owest, 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 Owest
of the unauthorized occupancy, a Poles/lnnerduct application. Owest
shall waive the unauthorized attachment fee if the following conditions are
both met: (1) WSP cures such unauthorized attachment (by removing it
or submittng a valid Order for attachment in the form of Attachment 2 of
Exhibit D, within thirty (30) days of written notification from Owest of the
unauthorized attachment; and (2) the unauthorized attachment did not
require Owest to take curative measures itself (e.g., pulling additional
innerduct) prior to the cure by WSP. Owest shall also waive the
unauthorized attachment fee if the unauthorized attachment arose due to
error by Owest rather than by WSP. If such application is not received by
Owest within the specified time period, the WSP will be required to
WSP- T -2-Exhibit D 5-23-05
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remove its unauthorized facility within ten (10) days of the final date for
submitting the required application, Owest may remove the WSP's
facilities without liability, and the cost of such removal shall be borne by
the WSP.
9.2 For the purpose of determining the applicable charge, the unauthorized
Poles/lnnerduct 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.
9.3.No act or failure to act by Owest 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 Owest of any of its rights of
privileges under this Agreement or otherwise.
10.REMOVAL OF FACILITIES. Should Owest, under the provisions of this
Agreement, remove WSP's Facilities from the Poles/lnnerduct covered by any
Order (or otherwise), Owest will deliver the Facilities removed upon payment by
WSP of the cost of removal, storage and delivery, and all other amounts due
Owest. If payment is not received by Owest within thirty (30) days, WSP wil be
deemed to have abandoned such facilties, and Owest may dispose of said
facilities as it determines to be appropriate. If Owest must dispose of said
facilties, such action will not relieve WSP of any other financial responsibilty
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 Owest 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 Owest 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 Owest, 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-2-Exhibit D 5~23-05
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acts by WSP or its employees, agents, subcontractors, or subcontractors'
employees or agents; (6) the acts or omissions (other than the gross negligence
or wilful 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's
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.
.
11.1 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.
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11.2 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.
11.3 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.
11.4 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-2-Exhibit D 5-23-05
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12.
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 MAJEURE
12.1 The WSP shall be excused from its performance as to any Order if
prevented by acts or events beyond the WSP's reasonable control
including extreme weather conditions, strikes, fires, embargoes, actions
of civil or miltary law enforcement authorities, acts of God, or acts of
legislative, judicial, executive, or administrative authorities.
12.2 If such contingency occurs, Qwest may elect:
12.2.1 To terminate this Agreement as to the Order in question; or
12.2.2 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
12.2.3 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.
12.3 Qwest shall be deemed to have elected Section 12.2.3 above unless
written notice of termination is given by Qwest after the contingency
occurs. With respect to Qwests election of Section 12.2.3 above:
12.3.1 Qwest 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 part,
once the delaying cause ceases.
12.3.3 If appropriate, at the Qwests discretion, the time for
completion of specific work assignment(s) shall be
extended up to the length of time the contingency endured.
12.4 Qwest shall be excused from its performance if prevented by acts or
events beyond the Qwests 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-2-Exhibit D 5-23~05
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13. 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 affilated 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 ("AM") unless otherwise provided
herein. The arbitrator shall be selected in accordance with AM
procedures from a list of qualified people maintained by AM. The
arbitration shall be conducted in the regional AM 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.S.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
compellng arbitration, including reasonable attorney's fees.
14. 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 wil 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 Poles/lnnerduct 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.S.C. 224). The WSP
represents that it is a certified Competitive Local Exchange Carrier or otherwise
has the legal right, pursuant to 47 U.S.C. 224 to attach to Qwests 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-2-Exhibit D 5-23-05
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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.
16.1 Failure or delay by either party to exercise any right, power, or privilege
hereunder, shall not operate as a waiver hereto.
16.2 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 affilate
shall be presumed to be reasonable; provided, however, that WSP must
obtain Owests consent in any event.
16.3 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-2-Exhibit D 5-23-05
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041 D9
.
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
PRODUCT MANAGER
TitleTitle
Date Date
Address for Notices Address for Notices
Qwest Corporation
1801 California, Rm. 2160
Denver, CO 80202
Contact:
Phone:
FAX:
Contact: PAT FINLEY
Phone: [phone]
FAX: [phone]
WSP- T-2-Exhibit D 5-23-05
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
EXHIBIT A
PULLING IN REPORT
This report is to be completed by the WSP when fiber cable is placed into innerduct.20_
Send to:
Sandie Thomas, Owest 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.
,20_
Municipality
Location
From
Manhole at
Installed
To
Manhole at
Cable and
Equipment
NameofWSP
By:
Title:
Receipt of the above report is hereby acknowledged ,20_.
Owest Corporation
By:
Title:
1. Reports shall be submitted in duplicate.
2. 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-2-Exhibit D 5-23-05
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3.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.
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WSP- T -2-Exhibit D 5-23-05
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
EXHIBITB
WSP:
NOTIFICATION OF SURRENDER OR MODIFICATION
OF CONDUIT OCCUPANCY ORDER BY WSP
Return to:
Sandie Thomas, Qwest Corp
700 W Mineral, Rm IAF12
Litteton, 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 priornotification to Licensor, dated , 20~ effective
CONDUIT LOCATION L1C. NO. &SURRENDER OR DATE
DATE MODIFICATION FAC. RMVD. OR
MODIFIED
Name of Licensor Name of Co- Provider
By
Date Notification Received
Title
Date Modification Accepted
By
Discontinued:Total duct footage
WSP- T-2-Exhibit D 5-23-05
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EXHIBITC .
NOTIFICATION OF SURRENDER OR MODIFICATION
OF POLE ATTACHMENT ORDER BY WSP
WSP:
Return to:
Sandie Thomas, Qwest Corp
700 W Mineral, Rm IAF12
littleton, CO 80120
In accordance with the terms and conditions of the Agreement between Qwest
and WSP, dated_,20_, notice is hereby given that the licenses covering
attachments to the following poles and/or anchors, and/or utilzation of anchor/guy strand
is surrendered (or modified as indicated in WSP's prior notification to Qwest, dated
, 20_) effective
POLE NO.ASSOC. POLE L1C. NO. &SURRENDER OR DATE FAC.
NO.DATE MODIFICATION RMVDOR
MODIFIED
1.A
AlGS -
2.A
AlGS -
3.A
AlGS-
4.A
AlGS -
5.A
AlGS-
6.A
AlGS-
7.A
AlGS-
8.A
AlGS-
9.A
AlGS -
Date Notification Received
Date Modification Received
By:Name ofWSP
Discontinued:
Poles
Anchors
By:
Anchor/Guy Strands Its:
WSP- T-2-Exhibit D 5-23-05
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
ATTACHMENT 4
FORM OF ACCESS AGREEMENT
After recording, please return to:
Sandie Thomas
700 W Mineral, Rm IAF12
Litteton, CO 80120
ACCESS AGREEMENT
THIS ACCESS AGREEMENT (this "Agreement") 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("Grantot', whose address is and
a
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 Rights"), is attached as Exhibit A
(the "Right of Way Agreement").
C. Pursuant to 42 U.S.C. §§ 224 and 251 (b)(5), Grantor, as a LocalExchange Carrier, is required to provide access to rights-of-way to a requesting
telecommunications carrier, as defined in 42 U.S.C. § 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 Right 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-2-Exhibit D 5-23-05
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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, offcers,
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 Rights. 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 Agreement. This Agreement is
expressly conditioned on the following:
a. Recordation of Agreement. 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's Representations and Warranties. Grantee represents and
warrants to Grantor that:
a. Authority. 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 carriet' as that
term is defined in 42 U.S.C. § 224.
b. Due Dilgence. 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
assignabilty 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-2-Exhibit D 5-23-05
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
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 Right of Way Aareement. 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 conditions 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 Propert 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 wil not interfere with Grantor's or
Grantor's Authorized Users' use of the Easement Rights and wil not take any action or
fail to take any action that would negatively affect the Easement Rights or cause or
contribute to the termnation of the Right of Way Agreement.
WSP- T-2-Exhibit 0 5-23-05
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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. Binding 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-2-Exhibit D 5-23-05
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.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-2-Exhibit D 5-23-05
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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 part 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. Controllng Law. This Agreement shall be governed by and construed in
accordance with the laws of the State.
16. Waiver of JUry 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.
(Signature pages followl
.
WSP- T-2-Exhibit D 5-23-05
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EXECUTED as of the date first written above.
Witnessed by:
By:
Name:
Title:
STATE OF
COUNTY OF
GRANTOR:
QWEST CORPORATION, a Colorado
corporation, successor in interest to
US WEST COMMUNICATIONS, INC.,
a Colorado corporation
)
) ss:
)
The foregoing instrument was acknowledged before me this _ day of,20_, by as
of QWEST CORPORATION, a
Colorado corporation.
(SEAL)
Witness my hand and official seaL.
Notary Public
My Commission Expires:
WSP- T-2-Exhibit D 5-23-05
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
EXECUTED as of the date first written above.
Witnessed by:
STATE OF
COUNTY OF
GRANTEE:
.
, a
By:
Name:
Title:
)
) ss:
)
The foregoing instrument was acknowledged before me this _ day of,20_, by as
of
, a
(SEAL)
Witness my hand and offcial seaL.
WSP- T-2-Exhibit D
Notary Public
My Commission Expires:
.
5-23-05
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
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 Owest Corporation,
formerly U S WEST Communications, Inc. ("Owest") and Owner for the property located
at ("Property") that provides Owest with access to
Owner's Property (the "Agreement").
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 Acknowledgments. 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 Owest or
WSP presenting this Consent to Disclosure, based upon or arising out of Owner's
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. Owests Waiver of Confidentiality. Owest 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 Owests right to
redact all dollar amounts set forth in the Agreement. Owests 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-2-Exhibit D 5-23-05
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
(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 facilties 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 måil, 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-2-Exhibit D 5-23-05
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DocuSign Envelope ID: 2EBFA392-EDAB-4129-B48D-FC25625041D9
EXHIBIT 1
Right of Way Agreement
(This represents the ROW agreement between the
WSP- T -2-Exhibit D 5-23-05
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EXHIBIT E
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WSPT2 - Exhibit E 9-24-08 Page 1
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Type 2-Exhibit F
EXHIBIT F
INTENTIONALLY LEFT BLANK
September 15, 2009 Page 1
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EXHIBIT G
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WSPT2 - Exhibit G 9-24-08 Page 1
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EXHIBIT H
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WSPT2 - Exhibit H 9-24-08 Page 1
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Exhibit I - Individual Case Basis
This Agreement contains references to both ICB rates and ICB intervals. The
purpose of this exhibit is to identify how WSP's ICB requests - whether they be
for rates or intervals - are processed through and by Qwest.
2. ICB Rate Intervals
1.
2.1 For those products and services identified in the Agreement that contain a
provision for ICB rates, Qwest will provide WSP with a written quote of
the ICB rate within twenty (20) business days unless a specific interval for
providing the quote is either contained in the Agreement or this Exhibit.
2.2 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 ICB quote within the
stated specific intervals:
2.2.1 Quotes for all Bona Fide Requests (BFR) shall be provided in
accord with Section 16.
2.2.2 Quotes for all Special Request Processes (SRP) shall be provided
in accord with Section 17 and Exhibit F.
2.3 Upon request, Qwest shall provide WSP with Qwests 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 dilgently
pursue obtaining the release of cost information as soon as reasonably
possible. To the extent consistent with the terms and oblig.ations 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 ICB project. Such cost
data shall be treated as confidential information if requested by Qwest
under the non-disclosure sections of this Agreement.
3. ICB Provisioning Intervals
3.1 For those products and services provided pursuant to this Agreement that
contain a provision for ICB interval but do not contain a specific provision
for when the ICB interval shall be provided, the ICB interval shall be
provided within twenty (20) business days of receipt of the order, request
or application.
3.2 For ICB intervals for those products and services that require negotiated
project time lines for installation, such as 2/4 wire analog loop for more
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 1
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Exhibit J
Election of Reciprocal Compensation Option
INTENTIONALLY LEFT BLANK
WSP- T -2-Exhibit J 4-30-07
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EXHIBIT K
Intentionally Left Blank
WSPT2 - Exhibit K 9-24-08 Page 1