20110414Application.pdf

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Owest
1600 7th Avenue, Room 1506
Seattle, Washington 98191
[phone]Facsimile [phone]
RECEIVED
2011 APR 14 AM 9: 47
Maura E. Peterson
Paralegal
Regulatory Law
April 13, 20 i i
Jean Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
P.O. Box 83720
Boise, Idaho 83720-0074
Re: Case No. Q WE: --r:.: il-ûS"
Application for Approval of Interconnection Agreement
United States Cellular Corporation
Dear Ms. Jewell:
Qwest~
Spirit of Service~
Via Overnight delivery
Enclosed for fiing is an original and three copies of the Application for Approval of an
Interconnection Agreement between Qwest Corporation and United States Cellular
Corporation. 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 thi
mep
cc: Service list
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Adam L. Sherr (WSBA# 25291)
Qwest
1600 7th Ave, Room 1506
Seattle, W A 98191
Telephone: [phone]
Facsimile: [phone]
Adam. sherr(g q west.com
RECEIVED
20ti APR' 4 AM 9: 4 i
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
CASE NO.: C;(WE .: - t L -D ~_.APPLICATION OF QWEST
CORPORATION FOR APPROVAL OF
THE INTERCONNECTION
AGREEMENT FOR THE STATE OF
IDAHO PURSUANT TO 47 U.S.C. §252(e)
APPLICATION FOR APPROVAL OF
INTERCONNECTION
Qwest Corporation ("Qwest") hereby files this Application for Approval of
Interconnection Agreement ("Agreement"). The Agreement with United States Cellular
Corporation ("U.S. Cellular") is submitted herewith.
This Agreement was reached through voluntary negotiations without resort to mediation
or arbitration and is submitted for approval pursuant to Section 252(e) of the Communications
Act of 1934, as amended by the Telecommunications Act of 1996 (the "Act").
Section 252(e)(2) 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 carrer not a party to this
agreement; or the implementation of such an agreement (or portion) is not consistent with the
public interest, convenience and necessity.
Qwest respectfully submits that this Agreement provides no basis for either of these
findings, and, therefore requests that the Commission approve this Agreement expeditiously.
This Agreement is consistent with the public interest as identified in the pro-competitive policies
of the State of Idaho, the Commission, the United States Congress, and the Federal
Communications Commission. Expeditious approval of this Agreement wil enable U.S.
APPLICATION FOR APPRO V AL OF INTERCONNECTION AGREEMENT-
UNITED STATES CELLULAR CORPORATION
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Cellular to interconnect with Qwest facilities and to provide customers with increased choices
among local telecommunications services.
Qwest further requests that the Commission approve this Agreement without a 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 l#~bIiC interest.
Respectfully submitted this day of April, 20
west Cor
APPLICATION FOR APPRO V AL OF INTERCONNECTION AGREEMENT-
UNITED STATES CELLULAR CORPORATION
. CERTIFICATE OF SERVICE
I hereby certify that on this l~day of April, 2011, I served the foregoing
APPLICATION FOR APPROVAL OF INTERCONNECTION AGREEMENT upon all
parties of record in this matter as follows:
Jean Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
P.O. Box 83720
Boise, Idaho 83720-0074
jjewell (gpuc.state.id.us
Hand Delivery
U. S. Mail
_X_ Overnight Delivery
Facsimile
Email
Michael Dienhart
Senior Director
National Network Engineering
8410 W. Bryn Mawr Ave, Suite 700
Chicago, IL 60631
Hand Deli very
X U. S. Mail
Overnight Delivery
Facsimile
Email
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APPLICATION FOR APPROVAL OF INTERCONNECTION AGREEMENT -
UNITED STATES CELLULAR CORPORATION
.QWE--i-- tl-()~-Type 2 Wireless Interconnection Agreement
Between
Qwest Corporation
And
United States Cellular Corporation
For The State Of Idaho
Agreement Number
CDS.110202.0001
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RECEIVED
28" APR '4 AM 9: 48
Table of Contents .
SECTION 1.0 - GENERAL TERMS ...............................................................................1
SECTION 2.0 -INTERPRETATION AND CONSTRUCTION..........................................2
SECTION 3.0 - WSP INFORMATION .............................................................................4
SECTION 4.0 - DEFINITIONS .........................................................................................5
SECTION 5.0 - TERMS AND CONDITIONS ...~...................................¡.........................18
SECTION 6.0 - INTERCONNECTION ...........................................................................38
SECTION 7.0 . COLLOCATION ...................................................................................60
SECTION 8.0 - Intentionally Left Blank ......................................................................61
SECTION 9.0 - ANCILLARY SERVICES ......................................................................62
SECTION 10.0 - NETWORK SECURITY ......................................................................65
SECTION 11.0 - Intentionally Left Blank ....................................................................67
SECTION 12.0 - ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS).............68
SECTION 13.0 - ACCESS TO TELEPHONE NUMBERS .............................................88
SECTION 14.0 - LOCAL DIALING PARITY..................................................................89
SECTION 15.0 - Intentionally Left Blank ....................................................................90
SECTION 16.0 - BONA FIDE REQUEST PROCESS ...................................................91
SECTION 17.0 - AUDIT PROCESS ..............................................................................94
SECTION 18.0 - CONSTRUCTION CHARGES ............................................................96
SECTION 19.0 - NETWORK STANDARDS..................................................................97
SECTION 20.0 - SERVICE PERFORMANCE .............................................................101 .
SECTION 21.0 - SIGNATURE PAGE..............................................................102
EXHIBIT A-
EXHIBIT B-
EXHIBIT 0-
Rates
Service Penormance
Qwest Right of Way, Pole Attachment and/or Ductllnnerduct
Occupancy General Information
Individual Case BasisEXHIBIT I-
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Section 1
General Terms
Section 1.0 . GENERAL TERMS
1.1 This Agreement for Type 2, two-way Wireless Interconnection is between United
States Cellular Corporation fWSP"), a Delaware corporation and Qwest Corporation
("Qwest"), a Colorado corporation pursuant to Section 252 of the Telecommunications
Act of 1996, for purposes of fulfillng Qwests obligations under Sections 222, 251 (a),
(b), and (c), 252, 271, and other relevant provisions of the Act and the rules and
regulations promulgated thereunder. WSP is licensed by the Federal Communications
Commission ("FCC") as a Commercial Mobile Radio Service ("CMRS") Provider.
Services provided by Qwest to WSP under this Agreement are provided pursuant to
WSP's role as a CMRS provider of two-way traffic.
1.2 This Interconnection Agreement sets forth the terms, conditions and pricing
under which Qwest wil provide to any requesting WSP network Interconnection and
Ancilary services within the geographical areas in which both Qwest is providing local
Exchange Service at that time, and for which Qwest is the incumbent Local Exchange
, Carrier within the state of Idaho for purposes of providing local two way Wireless
Services.
1 .3 With respect to the terms and provisions of this Agreement, Qwest 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 th~ Agreement.
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SECTION 2.0 . INTERPRETATION AND CONSTRUCTION
Section 2
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 wil 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 until the processes set
forth in Section 2.2 are implemented. The existing configuration of either Party's
network may not be in compliance with the latest release of technical references,
technical publications, or publications of Telecommunications industry administrative or
technical standards.
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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 ninety (90)
Days after notification from a Party seeking amendment due to a modification or change
of the Existing Rules or if any time during such ninety (90) 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 wil be corrected, or if
requested by WSP, amended as set forth in this Section 2.2, to reflect the outcome of
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Section 2
Interpretation and Construction
generic proceedings by the Commission for pricing, service standards, or other matters
covered by this Agreement. Rates in Exhibit A wil 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 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 ninety (90) 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 Qwests 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.
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SECTION 3.0 . WSP INFORMATION
Section 3
Implementation Schedule .
3.1 Except as otherwise required by law, Qwest wil not provide or establish
Interconnection and Ancilary 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 Billng Information;
Create summary bils;
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 fil 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 wil need to complete the relevant New Product Questionnaire and amend this
Agreement.
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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 wil be used to order
trunking and facilties between WSP and Qwest 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 traffic.
"Access Tandem Switch" is a switch used to connect End Offce Switches to
Interexchange Carrier Switches. Qwests Access Tandem Switches are also used to
connect and switch traffic between and among Central Offce Switches within the same
LATA and may be used for the exchange of local traffc.
"Act" means the Communications Act of 1934 (47 U.S.C. 151 et. seq.), as amended
including without limitation the Telecommunications Act of 1996, and as from time to
time interpreted in the duly authorized rules and regulations of the FCC or the
Commission.
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"Affilate" 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 Telecommunicatidns 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
Interoperabilty 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) of the caller's telephone number, the address/location of the
telephone and supplementary emergency services information for Enhanced 911
(E911 ).
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"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
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Section 4
Definitions
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 ùsed solely in the context of this
Agreement and unless otherwise agreed, Basic Exchange Telecommunications Service
includes access to ancilary services such as 911, Directory Assistance (DA) and
Operator Services (OS).
"Bil Date" means the date on which a Billng period ends, as identified on the bilL.
"Billng" involves the provision of appropriate usage data by one Telecommunications
Carrier to another to faciltate Customer Billng with attendant acknowledgments and
status reports. It "also involves the exchange of information between
Telecommunications Carriers to process claims and adjustments.
"Bona Fide Request" or "BFR" shall have the meaning set forth in Section 16.
"Busy Line Verify/Busy Line Interrupt" or "BL V/BLI Traffic" means a call to an operator
service in which the caller inquires as to the busy status of or requests an interruption of
a Wireline call on another End User Customer's Basic Exchange Telecommunications
Service line.
"Callng 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
party. Reference Qwest 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 .
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Section 4
Definitions
Switch(es) shall be considered Tandem Office Switch(es) to the extent such Switch(es)
serve(s) a comparable geographic area as Owests Tandem Offce 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 Callng Party Number (CPN).
"Collocation" shall have the meaning set forth in Section 7.
"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 Utilties 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, ancilary 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 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 wil be connecting with the LEC. A CFA is the
identifier or location where a WSP wil interconnect with the incumbent
Telecommunications Carrier.
"Customet' 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 facilties cease,
and WSP, End User Customer, premises owner or landlord ownership or control of
facilties 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.
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Section 4
Definitions
"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 "DS 1" means the 1.544 Mbps first-level signal in the time-
division multiplex hierarchy. In the time-division multiplexing hierarchy of the telephone
network, DS1 is the initial level of multiplexing. There are 28 DS1s in a DS3.
"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 Customet' 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 Liabilty Act, Superfund
Amendment and Reauthorization Act, Resource Conservation Recovery Act, the
Occupational Safety and Health Act and provisions with similar 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 "EM I" 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-bilable, sample, settlement and study data. EMR format is contained in
BR-010-200-010 CRIS Ëxchange Message Record, a Telcordia document that defines .
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Section 4
Definitions
industry standards for Exchange Message Records. ¡
"Exchange Service" or "Extended Area Service (EAS)/Local Traffc" means traffic that is
originated by a Wireline end user and terminated within the Local Callng Area as
determined by the Commission.
"FCC" means the Federal Communications Commission.
"Firm Order Confirmation Date" or "FOC" means the notice Qwest provides to WSP to
confirm that WSP's Access Service Order (ASR) has been received and has been
successfully processed. The FOC confirms the schedule of dates committed to by
Qwest for the provisioning of the service requested.
"Individual Case Basis" or "ICB" shall have the meaning set forth in Exhibit i.
"Information Service" is, as defined by the Telecommunications Act of 1996, the offering
of a capabilty for generating, acquiring, storing, transforming, processing, retrieving,
utilzing, or making available information via Telecommunications, and includes
electronic publishing, but does not include any use of any such capabilty 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 to WSP for two way facilties
leased from Qwest by WSP to account for the portion of the facilty used to transport
traffic originated by Qwest End User Customers to WSP's End User Customers.
"Interconnection" is the linking of two networks for the mutual exchange of traffc.
"Interconnection Agreement" or "Agreement' or "ICA" is an agreement entered into
between Qwest and WSP for Interconnection, or other services as a result of
negotiations, adoption 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.
Section 4
Definitions
different exchange areas. Modifcation 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 between a point located in a Local Access
and Transport Area ("LATA") and a point located outside such area.
"lnterMTA" describes Wireless Telecommunications originating in one MTA and
terminating in another MT A.
"lnterMTA Factors" are factors that are used in intercarrier compensation to determine
InterMTA 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 traffc delivered to
an Internet Service provider for which the FCC prescribed intercarrier compensation in
the Intercarrier Compensation for ISP-Bound Traffc, 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 callng part.
"lntraLATA" describes Telecommunications functions originating and terminating in the
same LATA. .
"lntraLATA Toll" describes IntraLATA traffc outside the Local Callng Area as defined by
Commission.
"lntraMTA" describes Wireless Telecommunications that originate and terminate in the
same MTA.
"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.
"Local Access and Transport Area" or "LATA" is as defined in the Act.
"Local Callng 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
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Section 4
Definitions
such service should be included in the definition of such term.
"Local Exchange Routing Guide" or "LERG" means a Telcordia Technologies Reference
Document used by LECs and IXes to identify NPA-NXX routing and homing information
as well as Network Element and equipment designations.
"Local Number Portabilty" 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 Qwest switch used to connect and switch trùnk 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 facilities.
"Maintenance of Service Charge" is a miscellaneous charge that relates to trouble
isolation work performed by Qwest. Basic Maintenance of Service charges apply when
the Qwest technician perform work during standard business hours. Overtime
Maintenance of Service charges apply when the Qwest technician performs work on a
business day, but outside standard business hours, or on a Saturday. Premium
Maintenance of Service charges apply when the Qwest technician performs work' on
either a Sunday or Qwest 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 responsibilty for service begins
and the other Carrier's responsibilty ends. '
"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 facilties.
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Definitions
"Mid-Span Meet POI" A Mid-Span Meet POI is a negotiated Point of Interface, limited to
the Interconnection of facilties 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 Biling" or "MECAB" refers to the document prepared
by the Billng Committee of the Ordering and Billng Forum (OBF), which functions
under the auspices of the Carrier Liaison Committee (CLC) of the Allance for
Telecommunications Industry Solutions (ATIS). The MECAB document, published by
ATIS (0401004-0009), contains the recommended guidelines for the Biling 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 Biling Forum
(OBF), which functions under the auspices of the Carrier Liaison Committee (CLC) of
the Allance for Telecommunications Industry Solutions (ATIS). The MECODdocument,
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, LEG 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
utilzing time division Multiplexing.
"N-1 Carriet' 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.
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"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 1 O-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 .
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known as a "Service Access Code" (SAC Code), is typically associated with a
specialized Telecommunications Service which may be provided across multiple
geographic NPA areas; 500, Toll Free Service NPAs, 700, and 900 are examples of
Non.Geographic NPAs.
"NXX," "NXX Code," "Central Offce Code," or "CO Code" is the three- (3)-digit Switch
entity code which is defined by the "0," "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 Qwest switching system that provides a traffc
concentration and distribution function for Qwest 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, i.e., 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 Qwest wil be provided in "substantially the same time
and manner" to that which Qwest provides to itself, its End User Customers, its Affliates
or to any other party.
"Party" means either Qwest or WSP and "Parties" means Qwest and WSP.
"PLU 2B" is a factor for determining the portion of Qwest originated traffic that rides the
Type 2 facilty between Qwests Tandem Switches or End Offce Switches and WSP's
POI for calculation of the facilties 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 traffc takes place. This POI establishes the technical interface,
the test point(s), and the point(s) for operational division of responsibility..'
"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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Section 4
Definitions
"Premises" refers to Owests Central Ofces and Serving Wire Centers; all buildings or
similar structures owned, leased, or otherwise controlled by Owest that house its .
network facilties; all structures that house Owest facilties 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 facilties, 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 Center" identifies 1) the specific geographic point identified by specific vertical
and horizontal (V&H) coordinates, which are used to measure distance sensitive End
User Customer traffic to/from the particular NPA-NXX designations with the specific .
Rate Center, and 2) the corresponding geographic area which is associated with one or
more particular NPA-NNX codes which have been assigned to a LEC for its provision of
Telephone Exchange Service.
"Roaming" is defined as a Telecommunications Service occurring when the End User
Customer of one CMRS provider utilzes the facilties 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 traffc 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.
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"Serving Wire Center" denotes the Qwest building from which dial tone for local
Exchange Service would normally be provided to a particular End User Customer.
"Signaling System 7" or "SS7" is an out-of-band signaling protocol consisting of four
basic sub-protocols:
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, 8XX 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, catalogs, 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 facilties 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 reliabilty 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 reliabilty impacts.
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Definitions
"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 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 Charge."
"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
Qwestor 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 .
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structures (such as cable routes) even after such components or structures are no
longer in current use.
"Wire Centet' means the location of a Qwest local switching facilty containing one or
more Central Ofices. 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 Facilty" is a DS1 or DS3 facilty that
extends from WSP's Switch location or Point of Interconnection (POI) to the Qwest
Serving Wire Center. An Entrance Facilty 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 of telecommunications service.
"Wireless Switched Access Traffc" is traffc 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 land line 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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Section 5
Terms and Conditions
SECTION 5.0 . TERMS AND CONDITIONS
5.1. General Provisions
5.1.1 Intentionally Left Blank.
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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 inteneres 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 intenere 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 Part's employees, Customers or the public or poses an
immediate threat of a service interruption, that Party shall provide immediate
notice by email to the other Party's designated representative(s) for the purposes
of receiving such notification. Such notice shall include 1) identification of the
impairment (including the basis for identifying the other Party's facilities as the
cause of the impairment), 2) date and location of the impairment, and 3) the
proposed remedy for such impairment for any affected service. Either Party may
discontinue the specific service that violates the provision or refuse to provide the
same type of service if it reasonably appears that the particular service would
cause similar harm, unti the violation of this provision has been corrected to the
reasonable satisfaction of that Part 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 Part seeks to take or has taken pursuant to this provision, that Part 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
intenerence, the other Party shall provide written notice within five (5) Days of
such impairment to the other Part 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 .
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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 responsibilty 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.
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 liabilty of either Part 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, callng 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, neither Party shall
assess any charges against the other Party for services, facilties, Ancilary service and
other related works or services covered by this Agreement, unless the charges are
expressly provided for in this Agreement. All services and capabilties 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 this
Agreement upon execution. This Agreement shall be binding upon the Parties for a
term of three (3) years from the Effective Date.
5.2.2 Upon expiration of the term of this Agreement, this Agreement shall
continue in full force and effect until superseded bya 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 wil be the starting point for the negotiation window
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Terms and Conditions
under Section 252 of the Act. This Agreement wil terminate on the date a successor
agreement is approved by the Commission. However, nothing relieves either Party .
from fulfiling 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 Biling
Party has notified the other Party in writing at least ten (10) business days prior to .
discontinuing the processing of orders for services. If the Billng 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 Billng Party'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 biled Party wil be required to make full payment of all charges for the
services not disputed in good faith under this Agreement. Additionally, the Biling Party
may require a deposit (or additional deposit) from the biled Part, pursuant to this
section. In addition to other remedies that may be available at law or equity, the billed
Party reserves the right to seek equitable relief, including injunctive relief and specific
performance.
5.4.3 The Billng Party may disconnect services for failure by the biled 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 biled Party wil pay the applicable reconnect
charge set forth in Exhibit A required to reconnect each service disconnected pursuant
to this paragraph. The Billing Party wil 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
Billng Party does not disconnect the biled Party's service(s) on the date specified in the
ten (10) business days notice, and the biled Party's noncompliance continues, nothing
contained herein shall preclude the Biling Party's right to disconnect services of the .
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Terms and Conditions.non-complying Party without further notice. For reconnection of the services to occur,
the biled Party wil be required to make full payment of all past and current undisputed
charges under this Agreement for the services. Additionally, the Biling Party may
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.
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5.4.4 Should WSP or Qwest dispute, in good faith, any portion of the charges
under this Agreement, the Parties wil 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 Qwest shall pay all undisputed amounts due. Both
WSP and Qwest 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 settle 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
Billng 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 bil 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. If a Party pays the disputed charges and the dispute is resolved in favor
of the Biling Party, no further action is required.
5.4.4.2 If a Party 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 Part, the Biling Party wil adjust the Billng, usually within
two (2) Billng cycles, after the resolution of the dispute, as follows:
(1) The Billng Party wil credit the Biled Party's bil for the disputed
amount and any associated interest; or
.
(2) If the disputed amount is greater than thé bil to be credited, pay the
remaining amount and any associated interest to the Biled Party.
(3) The interest calculated on the disputed amounts wil be the same rate
as late payment charges. In no event, however, wil any late payment
charges be assessed on any previously assessed late payment charges.
5.4.4.3 If the Biled Party fails to dispute a rate or charge within ninety (90)
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
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Terms and Conditions
dispute. In no event wil charges be biled in excess of ninety (90) Days after .
such charges have been incurred.
5.4.5 In the event of a material adverse change in a Party's financial condition
subsequent to the Effective Date of this Agreement, the biling Party may request .a
security deposit. A "material adverse change in financial condition" means that the
biled Party has not established a credit history, or has not established satisfactory
credit with the biling Party, or the Part is repeatedly delinquent in making its payments,
or is being reconnected after a disconnection of Service or discontinuance of the
processing of orders by the billng Party due to a previous failure to pay undisputed
charges in a timely manner. The biling Part may require a deposit to be held as
security for the payment of charges before the orders from the biled Party wil be
provisioned and completed or before reconnection of Service. "Repeatedly delinquent"
means any payment of a material amount of total monthly Biling 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 Biling. The deposit may be adjusted by the
biled Party's actual monthly average charges, payment history under this Agreement,'
. or other relevant factors, but in no event wil the security deposit exceed five milion
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 the biling Party, 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 Sections5.4.2 and 5.4.3 of this Agreement. .
5.4.6 Interest wil be paid on cash deposits at the rate applying to deposits
under applicable Commission regulations. Cash deposits and accrued interest wil be
credited to the biled Party'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
the biling Party, which wil generally be one full year of timely payments of undisputed
amounts in full by biled Part. Upon a material change in financial standing, including
factors referenced in Section 5.4.5 above, the biled Party may request and the biling
Party wil consider a recalculation of the deposit. The fact that a deposit has been made
does not relieve the biled Party from any requirements of this Agreement.
5.4.7 The billng Party may review the biled Party'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 biled under this Agreement
shall be in accordance with Commission requirements.
5.4.9 Each Party shall be responsible for notifying its End User Customers of
any pending disconnection of a service by that Party, if necessary, to allow those End
User Customers to make other arrangements for such services..
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5.4.10 Neither Party shall 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 the other Party 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 bome 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 sellng Party is permitted by law to collect such taxes,
fees or surcharges, from the purchaSing Part, 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. These amounts shall be biled 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 Party (the Contesting Party) contests
the application of any tax collected by the other Party (the Collecting Party), the
Collecting Party shall reasonably cooperate in good faith with the Contesting Party's
challenge, provided that the Contesting Party pays any costs incurred by the Collecting
Part. The Contesting Peirty is entitled to the benefit of any refund or recovery resulting
from the contest, provided that the Contesting Part 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 A-VII with respect to liabilty arising from that Part's
operations for which that Party has assumed legal responsibilty in this Agreement. If
either Party or its parent company has assets equal to or exceeding five bilion dollars
($5,000,000,000), that Party may utilze an Affilate 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 five billon dollar ($5,000,000,000) asset threshold, such parent shall be
responsible for the insurance obligations contained in this Section 5.6.1, to the extent its
affilated Party fails to meet such obligations.
5.6.1.1 Workers' Compensation with statutory limits as required in the state
of operation and Employers' Liabilty insurance with limits of not less than one
milion dollars ($1,000,000) per accident.
5.6.1.2 Commercial General Liabilty insurance covering claims for bodily
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injury, death, personal injury or propert damage occurring or arising out of the
use or occupancy of the premises, including coverage for independent .
contractots protection (required if any work wil be subcontracted), premises- ..
operations, products and/or completed operations and contractual liabilty with
respect to the liabilty assumed by each Party hereunder. The limits of insurance
shall not be less than one milion 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 millon dollars ($1,000,000) per occurrence for
bodily injury and property damage.
5.6.1.4 Umbrella/Excess Liabilty insurance in an amount of ten milion
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 liabilty insurance so long as the total limit is eleven milion
dollars ($11,000,000).
5.6.1.5 "All Risk" Property coverage on a full replacement cost basis
insuring all personal property owned by a Party situated on or within the
Premises or Remote Premises.
5.6.1.6 Professional liabilty or errors and omissions coverage in the
amount of five milion dollars ($5,000,000) per claim. The professional liabilty .
insurance shall include coverage for infringement of any intellectual property right
of any third party, including without limitation trade secret, copyright and
trademark infringement. The coverage shall also include claims arising from
wrongful acts from technology products or professional services. Each party
shall maintain such professional liabilty coverage during the term of the
Agreement and for at least one (1 ) year after termination of the Agreement.
5.6.2 Each Party wil initially provide certificate(s) of insurance evidencing,
coverage prior to execution of this Agreement, and then annually thereafter. Such
certificates shall (1) name the other Party as an additional insured under the policies
described under the general and excess liabilty policies; (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
and collectible insurance purchased by the other Party with respect to liabilty assumed
by such Party hereunder; and (4) acknowledge severabilty of interest coverage.
5.7 Force Majeure
5.7.1 Neither Party shall be liable for any delay or failure in performance of any
. part of this Agreement from any cause beyond its control and without its fault or
negligence including, without limitation, acts of nature, acts of civil or miltary authority,
government regulations, embargoes, epidemics, terrorist acts, riots, insurrections, fires,
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explosions, earthquakes, nuclear accidents, floods, power blackouts, volcanic action,
other major environmental disturbances, or unusually severe weather conditions
(collectively, a Force Majeure Event). Inabilty to secure products or services of other
Persons or transportation facilties or acts or omissions of transportation carriers shall
be considered Force Majeure Events to the extent any delay or failure in performance
caused by these circumstances is beyond the Party's control and without that Party's
fault or negligence. The Party affected by a Force Majeure Event shall give prompt
notice to the other Party, shall be excused from performance of its obligations
hereunder on a day to day basis to the extent those obligations are prevented by the
Force Majeure Event, and shall use reasonable efforts to remove or mitigate the Force
Majeure Event. In the event of a labor dispute or strike the Parties agree to provide
service to each other at a level equivalent to the level they provide themselves..
5.8 Limitation of Liabilty
5.8.1 Each Party's liabilty 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 liabilty, 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 other Party 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 possibilty that
such damages could result.
5.8.3 Intentionally Left Blank.
5.8.4 Nothing contained in this Section shall limit either Party's liabilty to the
other for (i) wilful 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
liabilty for failng 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:
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5.9.1.1 Each of the Parties agrees to release, indemnify, defend and hold
harmless the other Party and each of its officers, directors, employees and
agents (each an Indemnitee) from and against and in respect of any loss, debt,
liabilty, damage, obligation, claim, demand, judgment or settlement of any nature
or kind, known or unknown, liquidated or unliquidated including, but not limited to,
reasonable costs and expenses (including attorneys' fees), whether suffered,
made, instituted, or asserted by any Person or entity, for invasion of privacy,
bodily injury or death of any Person or Persons, or for loss, damage to, or
destruction of tangible property, whether or not owned by others, resulting from
the Indemnifying Party's breach of or failure to perform under this Agreement,
regardless of the form of action, whether in contract, warranty, strict liabilty, or
tort including (without limitation) negligence of any kind.
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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 Part and each of its offcers, 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 Part
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 liabilty that the Indemnifying Party might have, except to the extent that
such failure prejudices the Indemnifying Party's abiliy 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 Part. Each Party agrees to
cooperate with the other Party in the defense of any such action and the relevant
records of each Party shall be available to the other Party with respect to any .
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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 Part may, at its cost, take over such defense, provided that, in such
event, the Indemnifying Party 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 Property
5.10.1 Except for a license to use any facilties or equipment (including softare)
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 facilties 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 Party (the Indemnifying Party) shall
indemnify and hold the other Party (the Indemnified Party) harmless from and against
any loss, cost, expense or liabilty arising out of a claim that the use of facilties 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 indemnifcation recited in this paragraph
shall not extend to infringement which results from (a) any combination of the facilties
or services of the Indemnifying Party with facilties 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 facilties 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 Part may, at its sole
option (a) obtain the right for the Indemnified Party to continue to use the facilty or
service; or (b) replace or modify the facilty or service to make such facilty 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 facilty
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
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Indemnifying Party may request that the Indemnified Part take steps to mitigate
damages resulting from the infringement or alleged infringement including, but not .
limited to, accepting modifications to the facilties 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 facilties and services provided hereunder, licenses
under such intellectual property rights as necessary for WSP to use such facilties and
services as contemplated hereunder and at least in the same manner used by Qwest
for the facilties and services provided hereunder. Qwest shall notify WSP immediately
in the event that Qwest believes it has used its best efforts to obtain such rights, but has
been unsuccessful in obtaining such rights.
5.10.3.1 Qwest covenants that it wil not enter into any licensing agreements
with respect to any Qwest facilties, equipment or services, including softare,
that contain provisions that would disqualify WSP from using or interconnecting
with such facilties, equipment or serVices, including softare, pursuant to the
terms of this Agreement. Qwest warrants and further covenants that it has not
and wil not knowingly modify any existing license agreements for any network
facilties, equipment or services, including softare, in whole or in part for the
purpose of disqualifying WSP from using or interconnecting with such facilties,
equipment or services, including softare, pursuant to the terms of this
Agreement. To the extent that providers of facilties, equipment, services or .
softare in Qwests network provide Qwest with indemnities covering intellectual .
property liabilties and those indemnities allow a flow-through of protection to
third parties, Qwest 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 Affilates 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 affilated with the other or its
Affilates; 2) it is part of a joint business association or any similar arrangement with the
other or its Affilates; 3) the other Party and its Affilates 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 Affliates. 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 Part or its Affilates in any marketing,
advertising or promotional activities or materials. .
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5.10.6 Qwest and WSP each recognize that nothing contained in this Agreement
is intended as an assignment or grant to the other of any right, title or interest in or to
the trademarks or service marks of the other (the Marks) and that this Agreement does
not confer any right or license to grant sublicenses or permission to third parties to use
the Marks of the other and is not assignable. Neither Party 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
Part 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.
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 Qwest transfers to any unaffilated Party exchanges
including End User Customers that WSP serves in whole or in part through facilties or
services provided by Qwest under this Agreement, the transferee shall be deemed a
successor to Qwests responsibilties hereunder for a period of ninety (90) Days from
notice to WSP of such transfer or unti 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, Qwest
shall use its best efforts to faciltate discussions between WSP and the Transferee with
respect to Transferee's assumption of Qwests 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.
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5.13 Default
5.13.1 If either Part 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.
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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 Part have the right or authority to assume, create
or incur any liabilty or any obligation of any kind, express or implied, against or in the
name or on behalf of the other Party unless otherwise expressly permitted by such other
Party. Except as otherwise expressly provided in this Agreement, no Party undertakes
to penorm 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 wil 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.
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
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confirmation that the material is Proprietary Information. A Party who delivers
Proprietary Information via an oral communication may request written confirmation that
the Party receiving the information understands that the material is Proprietary
Information. Each Party shall have the right to correct an inadvertent failure to identify
information as Proprietary Information by giving written notification within thirty (30)
Days after the information is disclosed. The receiving Party shall from that time forward,
treat such information as Proprietary Information.
.
5.16.2 Upon request by the disclosing Party, the receiving Party shall return all
tangible copies of Proprietary Information, whether written, graphic or otherwise, except
that the receiving Party may retain one copy for archival purposes.
5.16.3 Each Party shall keep all of the other Party's Proprietary Information
confidential and will 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 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. If
either Party loses, or makes an unauthorized disclosure of, the other Party's Proprietary
Information, it wil 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 Proprietary Information; or.e)is disclosed to a third Person by the disclosing Part without similar
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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 Party shall give sufficient notice of
the requirement to the disclosing Party to enable the disclosing Party to seek
protective orders.
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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 InterLATA services
by Qwest that are or may be required by the Act. The Parties agree to cooperate with
each other in order to seek appropriate protection or treatment of such Proprietary
Information pursuant to an appropriate protective order in any such proceeding.
5.16.6 Effective Date of this Section. Notwthstanding 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
Part'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 Either Party may disclose, on a need to know basis only, the other
Party's individual forecasts and forecasting information to the disclosing Party's
legal personnel in connection with the disclosing Party's representation in any
dispute regarding the quality or timeliness of the forecast as it relates to any .
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Terms and Conditions.reason for which the other Party provided it to the disclosing Party under this
Agreement. In addition, on a need to know basis only, Qwest may disclose
WSP's forecast and forecasting information to its 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 either Party's retail marketing, sales or
strategic planning have access to the other Party's forecasting information. The
Parties wil inform all of the aforementioned personnel with access to such
Confidential Information, of its confidential natur% and wil require personnel to
execute a nondisclosure agreement which ~tates that the aforementioned
personnel may not reveal or discuss such information with those not authorized
to receive it except as specifically authorized bylaw.
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 liabilties or obligations of a Party for acts or omissions prior to the
termination of this Agreement, and any obligation of a Party under the provisions
regarding indemnification, Confidential or Proprietary Information, limitations of liabilty,
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 wil attempt in good faith to resolve through negotiation any
dispute, claim or controversy arising out of, or relating to, this Agreement. Either Part
may give written notice to the other Party of any dispute not resolved in the normal
course of business. Each Party wil within fifteen (15) 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 wil be at the discretion of. the representatives. By
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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 wil be treated as Confidential Information developed for
purposes of settlement, and wil 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 thirty (30) 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 Idaho Public Utilties 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 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 Qwest and accepted by WSP in accordance
with applicable federal law and the state law of Idaho. It shall be interpreted solely in
accordance with applicable federal law and the state law of Idaho.
5.20 Responsibilty 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, liabilties, 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 Qwest-owned, operated or
leased facilties are identified to be asbestos containing, WSP wil ensure that to the
extent any activities which it undertakes in the facilty disturb such suspect materials,
such WSP activities wil be in accordance with applicable local, state and federal
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Terms and Conditions
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 responsibilty for
managing, nor is it the owner of, nor does it have any liabilty for, or in connection with,
any asbestos-containing materiaL. Qwest agrees to immediately notify WSP if Qwest
undertakes any asbestos control or asbestos abatement activities that potentially could
affect WSP personnel, equipment or operations, including, but not limited to,
contamination of equipment.
.
5.21 Notices
-to
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 Qwest and WSP at the addresses shown below:
.
Qwest Corporation
Director Interconnection Agreements
930 15th Street, 6th Floor
Denver, CO 80202
Email: intagree(âgwest.com
Phone: [phone]
Fax: [phone]
and to WSP at the address shown below:
United States Cellular Corporation
Michael Dienhart
Senior Director,
National Network Engineering
8410 W. Bryn Mawr Avenue, Suite 700
Chicago, IL 60631
Email: MikeDienhart(âuscellular.com
Phone: [phone]
Fax: [phone]
With a copy to:
Qwest Law Department
Associate General Counsel, Interconnection
1801 California Street, 10th Floor
Denver, CO 80202
Email: Legal.lnterconnection(âgwest.com
Phone: [phone]
With a copy to:
Stephen P. Fitzell, Esquire, Sidley,
Austin LLP
One South Dearborn
Chicago, IL 60603
Fax: [phone]
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 ovet the employment, direction,
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. compensation and discharge of all employees assisting in the performance of such
obligations. Each Part wil be solely responsible for all matters relating to payment of .
such employees, including compliance with social security taxes, withholding taxes and
all other regulations governing such matters. Each Party will be solely responsible for
proper handling, storage, transport and disposal at its own expense of all (i) substances
or materials that it or its contractors or agents bring to, create or assume control over at
Work Locations, and (ii) Waste resulting there from or otherwise generated in
connection with its or its contractors' or agents' activities at the Work Locations. Subject
to the limitations on liabilty 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 wil 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 abilty to issue
public statements with respect to regulatory or judicial proceedings.
5.26 Executed in Counterpart
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 and regulations applicable to its performance under this Agreement. Without
limiting the foregoing, Qwest and WSP agree to keep and maintain in full force and
effect all permits, licenses, certificates, and other authorities needed to perform their
respective obligations hereunder.
5.28 Compliance with the Communications Assistance Law Enforcement Act of
1994
5.28.1 Each Party represents and warrants that any equipment, facilties or .
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Terms and Conditions.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 Part's sole cost
and expense, modify or replace any equipment, facilties or services provided to the
other Party under this Agreement to ensure that such equipment, facilties and services
fully comply with CALEA.
.
5.29 Cooperation
5.29.1 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 thisAgreement. '
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, wil 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 6.0 . INTERCONNECTION
6.1 Interconnection Facilty Options
6.1.1 This Section describes the Interconnection of Qwests network and WSP's
network for the purpose of exchanging IntraMTA, InterMTA, and Wireless Switched
Access Traffic. Intercarrier traffic exchange wil be mutual and reciprocal and all traffc
exchanged between the Parties must be provisioned pursuant to this Agreement.
Qwest wil provide Interconnection at any technically feasible point within Qwests
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 traffc. Qwests Wireless
Interconnection Service is provided for the purpose of connecting End Ofice Switches
to End Offce Switches or End Offce 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. Qwest Tandem to
WSP Tandem Switch connections wil be provided where technically feasible. New or
continued Qwest Local Tandem to Qwest Access Tandem and Qwest Access Tandem
to Qwest Access Tandem Switch connections are not required where Qwest can
demonstrate that such connections present a risk of Switch exhaust and that Qwest
does not make similar use of its network to transport the local calls of its own or any
Affilate's End User Customers.
6.1.1.1 Qwest 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. Qwest wil 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 wil negotiate the facilties arrangement used to
interconnect their respective networks. WSP shall establish at least one (1)
physical Point of Interconnection in Qwest 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 OS1 or OS3 Qwest Provided WIS Entrance Facilty; (2) Collocation;
(3) negotiated Mid-Span Meet POI facilties; 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 Qwest as a product.
6.1.2.1.1 Qwest Provided WIS Entrance Facilty. Interconnection may .
be accomplished through the provision of a OS 1 or OS3 WIS Entrance
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Interconnection.Facilty of WSP's determination. AWlS Entrance Facilty extends from the
Qwest Serving Wire Center to WSP's Switch location or any Technically
Feasible POi chosen by the WSP. Qwest-provided WIS Entrance
Facilties may not extend beyond the area served by the Qwest Serving
Wire Center. The rates for Qwest-provided WIS Entrance Facilties are
provided in Exhibit A. Qwests private line transport service is available as
an alternative to WIS Entrance Facilties, 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 Qwest. The terms and conditions under
which 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 Qwest Serving
Wire Center location of the WSP Switch or other equipment located within the
area served by the Qwest Serving Wire Center. The actual physical Point of
Interface and facilties used wil be subject to negotiations between the Parties.
Each Party wil be responsible for its portion of the build to the Mid-Span Meet
pal. These Mid Span Meet pals wil consist of facilties used for the exchange
of traffc and joint provisioning of Telecommunications Services to End User
Customers and other Telecommunications Carriers, as well as Ancilary trunks
such as as, DA, and 911 trunk groups.
6.1.2.4. Qwest agrees to provide local Interconnection trunk diversity to the
same extent it does so in Qwests local network.
.
6.2 Exchange of Traffc
6.2.1 Description
6.2.1.1 Section 6.2 addresses the exchange of traffic between WSP's
network and Qwests network. Intercarrier traffc exchange covered by this
Agreement is for Wireless Interconnection for CMRS Carrers 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 Qwests network, such as Wireline originated
traffc. 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 wil directly exchange traffic between their respective
networks without the use of third party transit providers.
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6.2.1.2 The traffic types to be exchanged under this Agreement include:
6.2.1.2.1 IntraMTA traffc as defined in this Agreement..
6.2.1.2.2 InterMTA traffc 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
Qwest Wireless Switched Access Traffic which is addressed in Section
6.5. Transit Service is provided by Qwest,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 Qwests 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 Qwest.
6.2.1.3 Intentionally Left Blank.
6.2.1.4 Traffic having special biling or trunking requirements includes, butare not limited to, the following: .
6.2.1.4.1 Ancilary 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 Traffc 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 Traffc.
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 Qwest Repair are permitted. It is available when WSP
sends its traffic on outgoing Ancilary Trunks.
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Interconnection.incoming collect and/or third number biled calls from being biled to their
Ancilary Trunks. Although these lines are outgoing trunks, the capabilty does
exist to terminate a collect and/or third number biled call to the line. Other long
distance companies mayor may not subscribe to Biling Validation or recognize
the biled number screening indicator. Therefore, calls placed on other long
distance company networks may complete and bil collect and/or third number
biled calls to the WSP account. Qwest 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 wil 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 traffc to be
terminated on the other Party's network, the ordering Party
wil provision its own one-way trunks. The Party ordering
one-way trunks wil choose the POi location for such one-
way trunks.
6.2.2.1.2.2 WSP may purchase transport services
from Qwest or from a third party, including a third part that
has leased the private line transport service facilty from
Qwest. Such transport provides a facilty for the Type 2
trunk to be provisioned in order to deliver the originating
Party's IntraMTA Traffic to the terminating Party's End Offce
Switch or Tandem Switch for call termination. Transport
may be purchased from Qwest as Tandem Switch routed
(Le., tandem switching, tandem transmission and direct
trunked transport) or direct routed to an end offce (Le., direct
trunked transport). This Section is not intended to alter either
Party's obligation under Section 251 (a) of the Act.
6.2.2.1.3 When either Party utilzes the other Party's Tandem Switch
for the exchange of IntraMTA traffc, where there is a DS1's worth of traffc
(512 CCS) between the originating Part's End Offce Switch delivered to
the other Part's Tandem Switch for delivery to one (1) of the other Party's
End Ofce Switches, the originating Party wil order a direct trunk group to
the other Part's End Office Switch. To the extent that WSP has
established a Collocation arrangement at a Qwest End Offce Switch
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location, and has available capacity, WSP may, at its sole option, provide
two-way direct trunk facilties 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 Qwests 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 Party wil
provide the facilty, 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, Qwest wil route traffc 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 traffc shall be routed via a Qwest Tandem Switch.
6.2.2.2 InterMTA Traffic
6.2.2.2.1 InterMTA Traffic wil be exchanged over Type 2 facilties and
usage wil be rated using the Qwests FCC's Access Tariff and the
applicable Switched Access rates.
.
6.2.2.3 Transit Traffic
6.2.2.3.1 Qwest wil accept traffic originated by WSP's network and/or
its end user(s) for termination to other Telecommunications Carriets
network and/or its end user(s) connected to Qwests Switch. Qwest will
also terminate traffic 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 traffc does not include traffic carried
by Interexchange Carriers. Such traffic is defined in Section 6.5 as
Qwests Wireless Switched Access Traffic.
6.2.2.3.2 The Parties involved in transporting transit traffc wil deliver
calls to each involved network with CCS/SS7 protocol and the appropriate
ISUPfTCAP messages to faciltate full interoperabilty and biling 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.
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Interconnection.party Telecommunications Carriers prior to delivering traffc to be transited
to third party Telecommunications Carriers. In the event one Part
originates traffic that transits the second Party's network to reach a third
party Telecommunications Carrier with whom the originating Part 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 traffic and any attorneys fees and
expenses
6.2.2.3.4 When Qwest receives an unqueried call from WSP to a
telephone number that has been Ported to another local services provider,
the transit rate wil 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 Qwest in the state where the transit call
terminated, WSP must execute an agreement for that state if it is a state
served by Qwest. In the absence of such agreement, the transit rate in
Exhibit A of this Agreement wil be biled to the WSP.
6.2.2.4.Qwests Wireless Switched Access Traffc (See Section 6.5).6.2.2.5 Interface Code Availabilty
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 Capabilty Service may be obtained under Qwest
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 offce where the SS7 Cell Feature has been deployed. Each of the
Parties, Qwest and WSP, wil provide for Interconnection of their signaling
network for the mutual exchange of signaling information in accordance
with the industry standards as described in Telcordia documents, including
but not limited to GR-905 CORE, GR-954 CORE, GR-394 CORE and
Qwest Technical Publication 77342.
6.2.2.6.2 Multi-Frequency Signaling or MF Signaling is a
signaling method used for ancilary services to transmit address
information and other information over voice frequency
transmission facilties. It is also referred to as In-Band Signaling..
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Section 6
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6.2.2.6.3. Clear Channel Capabilty (64CCC) permits 24 DSO-64
Kbps services or 1.536 Mbps of information on the 1.544 Mbps line .
rate. 64CCC is available for Type 2 trunks equipped with SS7 Out-
of-Band Signaling. 64CCC must be requested on the order for the
new Type 2 trunks. Qwest wil provide WSP with a listing of Qwest
Switches fully capable of routing 64CCC traffic through the Qwest
web site: http://ww.qwest.com/disclosures. Where available to
Qwest, Qwest wil 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 Offce Switch indicating
the called End User 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 Customets 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 minutes 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 facilties 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' utilze WSP's semi-annual forecasts and near-
term demand submitted on Unforecasted Demand Notification Form to
ensure availabilty of Switch capacity.
6.2.2.8.4 The forecast wil identify trunking requirements for a two (2)
year period.
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Section 6
Interconnection.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 Offce 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 Owest 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. Owest shall provide WSP a report reflecting then current spare
capacity at each Owest Switch that may impact the Interconnection traffic.
Owest shall also provide a report reflecting then current blocking of local
direct and alternate final trunk groups, Interconnection and non-
Interconnection alike. WSP wil be provided Interconnection trunk group
data on its own trunks. Owest shall also provide a report reflecting
Tandem Switch routed Interconnection trunking that has exceeded
512BHCCS. The information is Owest-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:
(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
wil 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-binliconn/iconn.pl.
(a) Owest Tandem Switches and Owest End Offce Switches
(LERG);
(b) CLLI codes (LERG);
(c) Business/Residence line counts (ICONN);
.
(d) Switch type (LERG or ICONN); and
(e) Current and planned Switch generics (ICONN).
Owest wil notifyWSP six (6) months prior to LERG amendment, the
anticipation of a new Local Tandem Switch.
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6.2.2.8.9 Qwest network disclosure of deployment information for
specific technical capabilties (e.g., ISDN deployment, 64 CCC,etc.) shall .
be provided on Qwests web site, http://ww.gwest.com/disclosures.
6.2.2.8.10 When appropriate, Qwest wil notify WSP through the Qwest
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 Qwest as detailed
in the standard Wireless Type 2 Trunk Forecast Form.
6.2.2.8.11.2 WSP forecasts provided to Qwest, information
provided by WSP to Qwest outside of the normal forecasting
process to modify the forecast, and forecasting information
disclosed by Qwest 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 histoncal trunking underutilzation
is such that it restricts Qwest from provisioning trunking to itself or other .
carriers without Qwest augmenting its Switch for additional trunking
capacity, Qwest reserves the right to reclaim the facilties for the purpose
of providing capacity to itself or other carriers. Qwest 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 Qwest claims
extraordinary circumstances exist, it must apply to the Commission for
approval of such charges by showing that WSP alone is the sole cause of
such construction. 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 facilties or initiate such
proceeding with the Commission. In this proceeding, Qwest shall not
object to using the most expeditious procedure available under state law,.March 7, 2011/cac/US Cellular/lD/CDS-110202-0001
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6.2.2.9
rule or regulation. Qwest shall be relieved of its obligat10n of constructing
such facilties 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.
Trunking Requirements
.
6.2.2.9.1 The Parties wil provide designed Interconnection facilties 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 billng,
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 callng trunks, if applicable.
6.2.2.9.3.1 IntraMTA, ISP-Bound and Wireless Switched Access
Traffc (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 traffic combined on the
other trunk group at access tandems as appropriate per Section
6.2.2.9.6..6.2.2.9.4 Trunks wil be ordered in increments of DS1 for exchange of
IntraMTA and Wireless Switched Access Traffc. Directory Assistance,
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911/E911, operator Busy Line Interrupt and Busy Line Verify; and Toll FreeService 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.
a) The Parties wil provision all trunking using SS7/CCS
capabilities. Exceptions to this arrangement would be limited to
operator services trunking, Directory Assistance trunking and 911
trunking. Qwest wil not require a Bona Fide Request to
accomplish Interconnection with a Qwest Central Office Switch not
currently equipped for SS7 and where MF signaling is used. When
the SS7/CCS option becomes available in the Qwest network for
said trunking, the Parties wil provision new trunks using SS7. In
addition, the Parties wil jointly work to convert existing trunking to
SS7, as appropriate.
b) When the Parties interconnect via CCS for Wireless
Switched Access Traffc, the Tandem Switch provider wil 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 Qwest Local Tandem Switch or
the Qwest Access Tandem Switch for the delivery of IntraMTA traffc. 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
Qwest End Office Switches subtending a Qwest Local Tandem Switch, WSP wil
order a trunk group to the Qwest Local Tandem Switch. As an alternative, WSP
shall terminate traffic on Qwest End Offce Switches. When Qwest lacks
available capacity at the Access Tandem Switch, Qwest wil arrange Local
Tandem Switch or End Office Switch Interconnection at the same cost to WSP as
Interconnection via the Qwest Access Tandem Switch.
6.2.2.9.6.1 Qwest wil allow Interconnection for the exchange of
Exchange Service (EAS/local) traffic at Qwests access tandem without
requiring Interconnection at the local tandem, at least in those
circumstances when traffic volumes do not justify direct connection to the
local tandem; and regardless of whether capacity at the access tandem is
exhausted or forecasted to exhaust, unless Qwest agrees to provide
Interconnection facilties to the local tandems or end offices served by the
access tandem, at the same cost to WSP as Interconnection at the access
tandem.
6.2.2.9.7 To the extent Qwest 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 wil arrange the same trunking for WSP..March 7, 2011/cac/US Cellular/ID/CDS-110202-0001
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6.2.2.9.8 Alternate Traffic Routing. If WSP has a WIS arrangement which
provides two (2) paths to a Qwest End Office Switch (one (1) route via a Tandem
Switch and one (1) direct route), WSP may elect to utilze alternate traffc routing.
WSP traffic wil be offered first to the direct trunk group (also referred to as the
"primary high" route) and then ovenlow to the Tandem Switch group (also
referred to as the "alternate final" route) for completion to Qwest End Office
Switches.
.
6.2.2.9.9 Host-Remote. When a Qwest Wire Center is served by a remote
End Office Switch, WSP may deliver traffic to the host Central Offce 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 wil establish
Type 2.trunk groups to the Qwest Access Tandem, Qwest Local Tandem or End Offce
Switch(es), as required.
6.2.2.10.2
.
6.2.2.10.3
Type 2A Interconnections
6.2.2.10.2.1 The Type 2A Local Tandem Interconnection links
WSP's POI to a Qwest Local Tandem and is used for the exchange
of IntraMTA Traffic between WSP and NXXs served by the End
Offices subtending the Local Tandem. This Interconnection
arrangement carries both first routed direct final traffic and traffic
ovenlowed on an alternate final basis from a Type 28 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.
Type 2A Access Tandem Interconnection
6.2.2.10.3.1 The Type 2A Access Tandem Interconnection links
WSP's POI to a Qwest Access Tandem for the exchange of
InterMTA and Wireless Switched Access Traffc. In some
circumstances, the WSP may also choose to use a Type 2A
Access Tandem connection for the exchange of IntraMTA Traffc.
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 Traffc 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 IntraMT A1lnterMT A1ireless Switched Access
Traffc. Wireless Interconnection service arrangement requires
connection to those Access Tandems in each LATA where WSP
has originating or terminating traffic.
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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 SS7 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 Qwest End Office, within the same LATA. WSP
must designate a Type 2A Trunk Group to a Qwest Local Tandem
or Access Tandem Switch for overflow. Type 28 Primary High Use
service is only available in conjunction with an associated Type 2A
service and is offered only where facilties and operating conditions .
permit. WSP's IntraMTA and Qwests Local Traffic can be
exchanged over this Interconnection. WSP wil not route ancilary
traffic or Wireless Switched Access Traffic 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 Qwest End Office. Only traffic destined to telephone numbers
associated with the Qwest 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
Qwest End Offce, within the same LATA. Each 28 Full Group
serves only the individual End Office. Overflow capabilty to an
alternative trunk group is not available with a Type 28 Full Group
configuration. Only traffic destined to 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
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Interconnection.6.2.2.10.6.1 Type 2D Interconnection is a direct final route trunk group
between a WSP Point of Interconneqtion 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 Biled), 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 Capabilties
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), miliwatt (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 wil 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.
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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 Owests network. Where either Party
interconnects and delivers traffic to the other from third parties, each Party shall bill
such third parties the appropriate charges pursuant to its respective tariffs, price lists or
contractual offerings for such third party terminations. Absent a separately negotiated
agreement to the contrary, the Parties wil 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 facilties over an existing
facilty purchased as private line transport service from the Owest 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 ("OTT")
from the other Party.
6.3.2.1.1 OTT is available between the Serving Wire Center of the POI
and the terminating and/or transiting Party's Tandem Switch or End Office
Switches. The applicable rates are described in Exhibit A. OTT facilties
are provided as dedicated DS3, DS1 or DSO facilties.
6.3.2.1.2 When OTT 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 Offce 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 DSO, DS1 or DS3 and per mile charges .March 7, 2011/cac/US Cellular/lD/CDS-110202-0001
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are applicable and are defined for DTT in Exhibit A of this Agreement.
6.3.2.2 Multiplexing options (DS1/0S3 MUX or DSO/DS1 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
ancillary trunks are specified in Exhibit A and wil apply per one-way mobile to
land ancilary trunk.
6.3.5 IntraMT A Traffc
6.3.5.1 End Offce Call Termination
6.3.5.1.1 The Parties agree that based on an actual three month
traffic study (January through March 2010) measuring M-L and L-M
originating and terminating traffic between Qwests and WSP's network,
the traffic is minimaL. Therefore, the end office call termination
compensation for IntraMTA Traffc shall be based upon the bil and keep
compensation mechanism, whereby neither Party charges the other Part
reciprocal compensation for the termination of IntraMTA Traffc 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, ora 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 (rel."Apr. 27, 2001).
6.3.5.1.2 Intentionally left Blank.
6.3.5.1.3 Neither Party shall be responsible to the other for call
termination charges associated with third party traffc that transits such
Party's network.
6.3.5.2 Tandem Switched TranspOrt
6.3.5.2.1 Notwithstanding the definition for Tandem Offce Switches
set forth in Section 4.0 above, the Parties agree that based on an actual
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three month traffc study (January through March 2010) measuring M-L
and L-M originating and terminating traffc between Qwest's and WSP's .
network, the traffc is minimaL. Therefore, the tandem switching and
tandem transmission compensation for IntraMTA Traffic shall be based
upon the bil and keep compensation mechanism, whereby neither Party
charges the other Party reciprocal compensation for the termination of
IntraMTA Traffc originated by the other Part. Bil and keep shall govern
compensation for such traffic exchanged by the Parties in this state until
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).
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 Qwest
Idaho Access Service Tariff Section 5.2.3, and the Trunk Nonrecurring Charges
referenced in Exhibit A.
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 wil 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 wil be approved only when the
request meets the criteria outlined 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.
6.3.7 ISP .Bound Traffc
6.3.7.1 The Parties agree that ISP-bound traffc is Interstate traffc and
governed by the ISP Remand Order. However, the Parties agree to exchange
ISP-bound traffic utilzing the bil and keep compensation mechanism.
Notwithstanding the definition for Tandem Office Switches set forth in Section 4.0 .
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above, bil and keep wil apply to both end office call termination and tandem
switched transport of ISP-bound traffic.
6.3.7.2 Intentionally Left Blank.
6.3.7.3 The WSP is responsible for any payments or charges due for one-
way facilties and/or trunking provisioned solely for Qwest-originated ISP-Bound
traffic.
6.3.8 Transit Traffc
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.
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 Callng Party Number (CPN),
Charge Number (ChN) and destination call party number, etc.) per 47 C.F.R. §
64.1601 to enable each Part to issue bils in a complete and timely fashion. All
CCS signaling parameters wil be provided including CPN, callng part category,
ChN, and Originating Line Information Parameter (OUP) 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 billng 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 Percentage
PLU2B
Description
Determines portion of Qwest
originated L-M MOUs used to
calculate facilty 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.
18.5%
M-L InterMT A 19.3%
L-M InterMTA 19.3%
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Section 6
Interconnection
6.3.10.2 Type 2 Facilties Credit .6.3.10.2.1 When WSP leases Type 2 facilties from Qwest for WIS
Entrance Facilty, Direct Trunk Transport and Multiplexing, Qwests
charges shall be adjusted to account for the portion of the facilty used to
trans.port traffic originated by Qwests End User Customers to WSP, as
follows.
6.3.10.2.1.1 A credit wil be calculated by multiplying the sum of
the total monthly two way channel facilty for the WIS Entrance
Facilty, on, and multiplexer state specific charges by a Percent
Local Usage 2B(PLU 2B) factor (See Section 6.3.10.1). This credit
wil be applied each month for the term of this Agreement, so long
as facilty remains provisioned.
6.3.10.2.1.2. The Parties agree that the Facilties Credit is intended
to apply only to 2-way Type 2 Interconnection facilties.
6.3.11 Intentionally Left Blank.
6.3.12 InterMTA Traffc
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 traffic originated by, or terminating to, Qwest. 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 traffic delivered by WSP as Mobile to Land (M-L) InterMTA,
traffic, intrastate or interstate, WSP wil provide Qwest with a Percent M-L
InterMTA factor, which represents the estimated portion of InterMTA traffc and
InterMTA Roaming traffic to total traffic delivered by WSP to Qwest. The M-L
InterMTA factor is also applied to the measured mobile to land minutes of use
terminated on Qwests network to determine the portion of InterMTA minutes to
be biled at interstate Access rates. The M-L InterMTA factor wil be as specified
in 6.3.10.1 unless proven otherwise based upon a traffic study generated by
either Part and acceptable to both parties.
6.3.12.3 Intentionally left blank.
6.3.12.4 For biling purposes, Qwest wil use a Land to Mobile (L-M)
InterMTA Percent Factor, which represents the estimated portion of total traffc
delivered by Qwest 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 wil be as specified in 6.3.10.1 unless proven otherwise
based upon a traffic study generated by either Party and acceptable to both
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Section 6
Interconnection
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 facilties
to terminate at the Point of Interconnection in the Serving Wire Center; 2) the type of
interoffice transport, (Le. direct trunked transport or tandem switched transport); and 3)
the number of ports to be provisioned at End office Switch or Local Tandem Switch; 4)
any optional features. When the ordering Party requests facilties, routing or optional
features different than those determined to be available, the Parties wil work
cooperatively in determining an acceptable configuration based on available facilties,
equipment and routing plans.
6.4.2 For each NXX code assigned to WSP by the NANPA, WSP wil provide Qwest
with the CLLI codes of the Qwest Tandem Switches and WSP's Point of Interface to
which traffc associated with the NXX wil be routed. For NXX codes assigned to
existing Type 2 trunk groups, WSP wil also provide Qwest with the Qwest assigned
two-six Code (TGSN) to which each NXX wil 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 Qwest 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 Facilty or private line
facility, that Party wil order the appropriate DS1 facilty required and identify the
channels of the DS3 to be used to provide circuit facilty assignments (CFA). Also, if
WSP has provided or ordered a DS1 WIS Entrance Facilty or private line facilty, WSP
wil be responsible for identification of the DSO channels of the DS1 private line to be
used to provide CF A.
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.
6.4.4 A joint planning meeting wil precede initial trunking orders. These meetings wil
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 wil 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 traffc in accordance with Section 6.1.2 and/or 6.2.2.9.6, Qwest and
WSP wil 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
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Section 6
Interconnection
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 Part 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 wil 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 Biling is to commence, depending
on which option is selected, wil be the 31 st Day after the Service Date
6.5 Wireless Switched Access Traffc
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 Traffc. Both methods require the provisioning of
Type 2 trunks.
6.5.1.1 JPSA describes traffc involving interexchange carriers and the
allocation of billng between multiple carriers based on industry standard
processes. JPSA is defined and governed by the Qwest 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, wil 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 wil also provide the one-time notification to WSP of the biling name,
billng address and the Carrier Identification- Codes (CIC) of the IXCs subtending
any Access Tandems to which WSP directly connects.
6.5.1.1.1 Qwest wil agree to function as the Access Service
Coordinator (ASC) as defined in the Multiple Exchange Carrier Ordering
and Design Guidelines (MECOD) (Technical ReferenceSR-TAP-000984).
Qwest wil provide the operational, technical and administrative support
required in the planning, provisioning and maintenance involved in the
joint access provisioning process to thelXCs. Qwest wil be unable to
fulfill the role of ASC if WSP does not fully comply with MECOD
requirements, and file WSP End Offices and biled percentages (BPs) in
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Section 6
Interconnection
the NECA 4 Tariff.
6.5.1.1.2 Biling to the IXC wil follow MECAB's multiple bil single tariff
option whereby Qwest and WSP render separate bils to the IXC.
6.5.1.1.3 . A charge wil apply for Category 11-01-XX records sent in an
EMI mechanized format. These records are used to provide information
necessary for each Party to 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.
6.5.1.1.4 The applicable Switched Access rates wil be biled 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. Qwest-provided Wireless Switched Access Traffic connects
Wireless End User calls and an interexchahge carrier, whereby Qwest
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. Qwests billng to the IXC is described in
Qwests FCC NO.1 Tariff, Section 2.4.8. Qwest and WSP agree that
under this option, Qwest 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, Qwest 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 wil 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
9.1.1.3.
WSP may order the LNP Managed Cut, as described in Section
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 Party immediately. Parties wil 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 Cùstomer 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 wil 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
possibilty of other WSPs requesting the same Frame ,Due Time (FDT) in
the same switch (switch contention) must be reviewed. In the event that
any of these situations would occur, Qwest wil coordinate with WSP for
an agreed upon FDT, prior to issuing the Firm Order Confirmation (FOC).
In special cases where a FDT must be agreed upon, the interval to reach
agreement wil not exceed two (2) Days. In addition, standard intervals
wil 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.
9.1.1.3.3 WSP wil incur additional charges for the Managed Cut
dependent upon the FDT. 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 .
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Section 9
Ancilary Services.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.
9.1.1.3.5 Qwest 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 FOT. 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 FOT, WSP wil be charged a one person three (3)
hour minimum charge. If the cut is cancelled due to a Qwest error or a
new due date is requested by Qwest , within twenty-four (24) hours of the
negotiated FOT, Qwest 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 Qwest agree to isolate and fix the problem in a
timeframe acceptable to WSP or the Customer. If the problem cannot be
corrected within an acceptable timeframe to WSP or the Customer, WSP
may request the restoral of Qwest service for the ported Customer. Such
restoration shall begin immediately upon request. If WSP is in error then a
supplemental order shall be provided to Qwest. If Qwest is in error, no
supplemental order or additional order wil be required of WSP.
9.1.1.3.7 Qwest shall ensure that any LNP order activity requested in
conjunction with a Managed Cut shall be implemented in a manner that
avoids interrupting service to the end user, including, without limitation,
ensuring that the end usets Qwest Loop wil not be disconnected prior to
confirmation that telephone number has been successfully ported.
9.1.2 Query Services
9.1.2.1 Qwest shall perform default LNP queries where WSP is unable to
perform its own query. WSP shall perform default LNP queries where Qwest is
unable to perform its own query. Qwest query services and charges are defined
in Qwests FCC Tariff #1, Section 13.19.1, including End Offce and Tandem
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Section 9
Ancillary Services
Default Query Charges which are contained in Tariff Section 13 (MiscellaneousService.) .
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.
9.2 911/E911 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 Carriets 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 i and 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 responsibilty to arrange for compliance with this section of FCC 94-102. The
Parties wil 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.
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 Qwest wil conduct an individual financial assessment of any request that
requires construction of network capacity, facilties, or space. When Qwest constructs
to fulfill WSP's request, Qwest wil bid this construction on a case-by-case basis. Qwest
wil charge for the construction through nonrecurring charges and a term agreement for
the remaining recurring charge, as described in the Construction Charges Section 18,
following. When WSP orders the same or substantially similar service available to
Qwest End User Customers, nothing in this Section shall be interpreted to authorize
Qwest to charge WSP for special construction where such charges are not provided for
in a Tariff or where such charges would not be applied to a Qwest End User Customer.
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section 10
Network Security
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 responsibilty of the employing Party.
Proper use of tools, ladders, and test gear is the training responsibilty 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 wil 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 fire/life 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
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Section 10
Network Security
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, maintenanæ, or signal network routing errors shall be
the responsibilty 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 capabilty requested by WSP, those costs wil be borne by
WSP.
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, at 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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Section 11
Intentionally Left Blank
SECTION 11.0 . Intentionally Left Blank
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Section 12ass
SECTION 12.0 - ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS) e. .
12.1 Description
12.1.1 Qwest has developed and shall continue to provide Operational
Support System (OSS) interfaces using electronic gateways and manual
processes. These gateways act as a mediation or control point between WSP's
and Qwests OSS. These gateways provide security for the interfaces, protecting
the integrity of the Qwest OSS and databases. Qwests OSS interfaces have
been developed to support Pre-ordering, Ordering and Provisioning,
Maintenance and Repair and Biling. This section describes the interfaces and
manual processes that Qwest has developed and shall provide to WSP.
Additional technical information and details shall be provided by Qwest in training
sessions and documentation and support, such as the "Interconnect Mediated
Access User's Guide." Qwest wil continue to make improvements to the
electronic interfaces as technology evolves, Qwests legacy systems improve, or
WSP needs require. Qwest shall provide notification to WSP consistent with
existing practices.
12.1.2 Through its electronic gateways and manual processes, Qwest
shall provide WSP non-discriminatory access to Qwests OSS for Pre-ordering,
Ordering and Provisioning, Maintenance and Repair, and Billng functions. For
those functions with a retail analogue, Qwest shall provide WSP access to its
OSS in substantially the same time and manner as it provides to itself. For those
functions with no retail analogue, Qwest shall provide WSP access to Qwests .
OSS suffcient to allow an efficient competitor a meaningful opportunity to
compete. Qwest stlall deploy the necessary systems and personnel to provide
sufficient access to each of the necessary OSS functions. Qwest shall provide
assistance for WSP to understand how to implement and use all of the available
OSS functions. Qwest shall provide WSP sufficient electronic and manual
interfaces to allow WSP equivalent access to all of the necessary OSS functions.
Through its web site, training, disclosure documentation and development
assistance, Qwest shall disclose to WSP any internal business rules and other
formatting information necessary to ensure that WSP's requests and orders are
processed effciently. Qwest shall provide training to enable WSP to devise its
own course work for its own employees. Through its documentation available to
WSP, Qwest wil identify how its interface differs from national guidelines or
standards. Qwest shall provide OSS designed to accommodate both current
demand and reasonably foreseeable demand.
12.2 OSS Support for Pre-Ordering, Ordering and Provisioning
12.2.0 Qwest wil establish interface contingency plans and disaster
recovery plans for the interfaces described in this Section. Qwest wil work
cooperatively with WSPs through Service Management to consider any
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Section 12ass.upon between Qwest and WSP.
12.2.0.1 Ordering and Provisioning
12.2.0.1.1 Ordering and Provisioning - Qwest wil provide access
to ordering and status functions. WSP wil populate the service
request to identify what features, services, or elements it wishes
Qwest to provision in accordance with Qwests published business
rules.
12.2.0.1.2 Qwest shall provide all Provisioning services to WSP
during the same business hours that Qwest provisions services for
its End User Customers. Qwest wil 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 Affliates or any other Party. Qwest shall disclose
the business rules regarding out-of-hours Provisioning on its
wholesale web site.
.
12.2.0.1.3 WhenWSP places a manual order, Qwest wil provide
WSP with a manual Firm Order Confirmation notice. The
confirmation notice wil 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)
12.2.1.1.1 Qwest 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 & Billng 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 Qwest and is browser based. The GUI
interface shall be based on the LSOG and utilzes a WEB standard
technology, Hyper Text Markup Language (HTML), JAVA and the
Transmission Control Protocol/Internet Protocol (TCP/IP) to transmit
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Section 12ass
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
wil follow industry-standard formats and contain the Owest Due Date for
order completion. Upon completion of the order, Owest wil 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) Billng completion that notifies WSP that the service order has posted to
the Billng 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.
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 unti such time as Owest
provisions the T1 line and the line permits pre-order and order
information to be exchanged between Owest and WSP.
12.2.1.2 Access Service Request (ASR)
12.2.1.2.1 Owest shall provide a co mputer-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 sufficient time for WSP to adjust system requirements.
12.2.1.2.2 Functions Pre-Ordering. Owest wil provide real time,
electronic access to pre-order functions to support WSP's ordering via the .
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12.2.2
12.2.3
12.2.4
Section 12
OSS
electronic interfaces described herein. Owest will 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 ClLl 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.
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
faciltate 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 wil not be closed pnor to verification
by WSP that trouble is cleared.
Intenace Availabilty
12.2.3.1 Owest shall make its OSS interfaces available to WSP.
12.2.3.2 Owest shall notify WSP in a timely manner regarding system
downtime through mass email distribution and pop-up windows as applicable.
Biling
12.2.4.1 For products biled out of the Owest Interexchange Access Billng
System (lABS), Owest wil utilze the existing CABS/BOS format and technology
for the transmission of bils.
12.2.4.2 For products biled out of the Owest Customer Record Information
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System (CRIS), Qwest will utilze the existing EDI standard for the transmission
of monthly local Biling information. EDI is an established standard under the .
auspices of the ANSI/ASe 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 Billng. Any
deviance from these standards and guidelines shall be documented and
accessible to WSP.
12.2.5 Outputs
Output information wil be provided to WSP in the form of bils. Bils wil capture all
regular monthly and incremental/usage charges and present them in a summarized
format.
12.2.5.1 The lABS Bil represents a monthly summary of charges. This bil
includes monthly and one-time charges plus a summary of any usage charges.
These bils are segmented by product, LATA, Biling 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 wil mutually agree upon time frames for
implementation of connectivity between WSP and the OSS interfaces.
12.2.8 Qwest Responsibilties for On-going Support for OSS Interfaces
Qwest wil support previous application-to-application releases for six (6) months after
the next subsequent release has been deployed.
12.2.8.1 Qwest wil provide written notice to WSP of the need to migrate to a
new release.
12.2.8.2 Qwest wil 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 .
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Section 12ass.educating its internal personnel. Owest shall provide training necessary for WSP
to use Owests ass interfaces and to understand Owests documentation,
including Owests business rules.
12.2.9 WSP Responsibilties for On-going Support for OSS Intenaces
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 wil 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
andWSP:
.
12.2.9.3.1 Connectivity Testing - WSP and Owest wil conduct
connectivity testing. This test wil establish the abilty 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 wil 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 wil 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
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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 Qwest 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 Qwest. Qwest wil 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 required.
12.2.9.3.4 Controlled Production - Qwest and WSP wil perform
controlled production. The controlled production process is designed to
validate the abilty of WSP to transmit electronic data that completely
meets the appropriate electronic transmission standards and complies
with all Qwest business rules. Controlled production consists of the
controlled submission of actual WSP production requests to the Qwest
production environment. Qwest treats these pre-order queries and orders
as production pre-order and order transactions. Qwest 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,
Qwest shall provide WSP with a pre-allotted amount of time to complete
certification of its business scenarios. Qwest wil 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
responsibilty of WSP to schedule an appointment with Qwest 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 responsibilty of WSP to
schedule new appointments for certification of its business scenarios.
Qwest wil make reasonable efforts to accommodate WSP schedule.
Conflicts in the schedule could result in certification being delayed. If a
delay is due to Qwest, Qwest 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 Qwest to certify the business scenarios that WSP wil be using in order
to ensure successful transaction processing. Qwest and WSP shall mutually
agree to the business scenarios for which WSP requires certification. .
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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 softare release or upgrade, Qwest wil provide
WSP a stable testing environment that mirrors the production environment
in order for WSP to test the new release. For softare releases and
upgrades, Qwest 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 Qwest coordinator in conjunction with the
release manager of each IMA release. Notice of the need for re-certification wil
be provided to WSP as the new release is implemented. The suite of re-
certification test scenarios wil 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 wil contact the Qwest 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
sufficient support and personnel to ensure that issues that arise in migrating to
the new release are handled in a timely manner.
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 wil 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
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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 wil be expected to execute the re-certification test cases in
the stand alone test environment. WSP wil 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
efficiently. This assistance wil 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 wil provide a single
point of entry for WSP to gain assistance in areas involving connectivity,
system availabilty, 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 Availabilty covers system errors generated
during an attempt by WSP to place orders or open trouble reports
through application-to-application and GUI interfaces. These
system errors are limited to: Design Services and Repair.
12.2.10.2.1.3File 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 .March 7, 2011/caclUS Cellular/ID/CDS-110202-0001
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Section 12ass.user documentation and technical specifications and are located on Qwests
wholesale web site. Qwest wil provide Interconnect Service Center Help Desks
which wil 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 ass charges, as applicable, wil be biled at rates set forth
in Exhibit A. Any such rates wil be consistent with Existing Rules. Qwest shall not
impose any recurring or nonrecurring ass charges unless and until the Commission
approves such rates or until such rates go into effectby operation of law.
12.3
12.3.1
Maintenance and Repair
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 prövide 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 Affliates,
or any other part.
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 Affliates, 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 Affliates, or any other party and shall be handled in a
nondiscriminatory manner.
12.3.2
12.3.3
Intentionally Left Blank.
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, facilties or
equipment of the other Party pursuant to this Agreement shall not: 1) interfere
with or impair service over any facilties of the other Party, its affliated
companies, or its connecting and concurring Carriers involved in its services; 2)
cause damage to the plant of the other Party, its affliated 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 facilties; or 4) create hazards to the employees. of either
Party or to the public. Each of these requirements is hereinafter referred to as an
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12.3.4
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"Impairment of Service".
12.3.3.2 If it is confirmed that either Party is causing an Impairment of
Service, as set forth in this Section, the Part 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 faciltate trouble reporting and to coordinate the repair of the
service provided by each Part 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 facilties.
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 Affilates, or any
oth~r party.
12.3.3.5.2 The Parties shall cooperate in isolating trouble conditions.
Trouble Isolation
12.3.4.1 WSP is responsible for its own End User Customer base and wil
have the responsibilty 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 wil report trouble isolation test results to the other. Each Party
shall be responsible for the costs of performing trouble isolation on its facilties,
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
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12.3.5
12.3.6
12.3.7
12.3.8
Section 12ass
Qwests facilties 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.
Intentionally Left Blank.
TestinglTest Requests/Coordinated Testing
12.3.6.1 Where WSP does not have the abilty 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 wil conduct testing, to the extent
testing capabilties 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 Affliates, or any other party..
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 wil provide WSP test results upon request. For electronically
reported trouble, Qwest wil provide WSP with the abilty to obtain basic test
results in substantially the same time and manner that Qwest provides for itself,
its End User Customers, its Affilates, 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 Affliates, or any
other party.
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.
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 wil provide their respective End User
Customers with the correct telephone numbers to call for access to their
respective repair bureaus.
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12.3.9
12.3.10
Section 12ass
12.3.8.1.2 End User Customers of WSP shall be instructed 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 wil be referred to the proper provider of Basic
Exchange Telecommunications Service.
12.3.8.1.4 WSP and Qwest wil 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 wil 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 Party wil 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.
Major Outages/Restoral/Notification
12.3.9.1 Qwest wil notify WSP of major network outages in substantially the .
same time and manner as it provides itself, its End User Customers, its Affliates,
or any other party. This notification wil be via e-mail to WSP's identified contact.
With the minor exception of certain Proprietary Information such as Customer
information, Qwest wil utilze 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 wil 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.
Protective Maintenance
12.3.10.1 Qwest wil perform scheduled maintenance of substantially the
same type and quality to that which it provides to itself, its End User Customers,
its Affilates, or any other party.
12.3.10.2 Qwest wil work cooperatively with WSP to develop industry-wide
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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 wil provide trouble escalation procedures to WSP. Such
procedures wil be substantially the same type and quality as Qwest employs for
itself, its End User Customers, its Affilates, or any other party. Qwest
escalations are manual processes.
12.3.12.2 Qwest repair. escalations may be initiated by either callng the
trouble reporting center or through the electronic interfaces. Escalations
sequence through five tiers: tester, duty supervisor, manager, director, vice
president.rhe 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 rollng thirty (30) Day period,
pursuant to Section 12.2.2.1.
12.3.13 Dispatch
12.3.13.1 Qwest wil provide maintenance dispatch personnel in substantially
the same time and manner as it provides for itself, its End User Customers, its
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Affliates, or any other part.
12.3.13.2 Upon the receipt of a trouble report from WSP, Qwest wil follow
internal processes and industry standards, to resolve the repair condition. Qwest
wil dispatch repair personnel on occasion to repair the condition. It wil be
Qwests decision whether or not to send a technician out on a dispatch. Qwest
reserves the right to make this dispatch decision based on the best information
available to it in the trouble resolution process. It is not always necessary to
dispatch to resolve trouble; should WSP require a dispatch when Qwest believes
the dispatch is not necessary, appropriate charges wil be biled by Qwest to
WSP for those dispatch-related costs in accordance with Exhibit A if Qwest can
demonstrate that the dispatch was in fact unnecessary to the clearance of trouble
or the trouble is identified to be caused by WSP facilties or equipment.
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12.3.14 Electronic Reporting
12.3.14.1 WSP may submit Trouble Reports through the Electronic Bonding'
or GUI interfaces provided by Qwest.
12.3.14.2 Manually reported trouble tickets cannot be accessed by WSP
through electronic interfaces unti the ticket has been closed. The WSP wil 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 Intervals/Parity
12.3.15.1 Similar trouble conditions, whether reported on behalf of Qwest End
User Customers or on behalf of WSP End User Customers, wil receive
commitment intervals in substantially the same time and manner as Qwest
provides for itself, its End User Customers, its Affilates, or any other party.
12.3.16 Jeopardy Management
12.3.16.1 Qwest wil notify WSP, in substantially the same time and manner
as Qwest provides this information to itself, its End User Customers, its Affilates,
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 Qwest repair center
or use the electronic interfaces to obtain jeopardy status. A jeopardy, caused by
either WSP or Qwest, 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, Qwest notifies WSP via a status
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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 Qwest only
trouble reports that involve Qwest facilties. For services and facilties where the
capabilty to test all or portions of the Qwest network service or facilty rest with
Qwest, Qwest wil then perform test isolation and test the service and facilty on
behalf of the WSP.
12.3.18 Maintenance Standards
12.3.18.1 Qwest wil cooperate with WSP to meet the maintenance standards
outlned in this Agreement.
12.3.18.2 On manually reported trouble, Qwest wil inform WSP of repair
completion in substantially the same time and manner as Qwest provides to
itself, its End User Customers, its Affilates, or any other party. On electronically
reported trouble reports the electronic system wil automatically update status
information, including trouble completion, across the joint electronic gateway as
the status changes.
12.3.19 End User Customer Intenace 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 Qwest employees who perform repair service for WSP End User
Customers wil be trained in non-discriminatory behavior.
12.3.19.3 Qwest wil 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 Qwests 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 Qwest wil be answered
with the same quality and speed as Qwest answers calls from its own End User
Customers.
12.3.21 Single Point of Contact
12.3.21.1 Qwest wil provide a single point of contact for WSP to report
maintenance issues and trouble reports seven (7) Days a week, twenty-four (24)
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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 Qwest maintains an information database, available to WSP for the
purpose of allowing WSP to obtain information about Qwests NPAs, LATAs,
Access Tandem Switches and Central Offces.
12.3.22.2 This database is known as the ICONN database, available to WSP
via Qwests web site.
12.3.22.3 Customer Proprietary Network Information (CPNI) and NXX activity
reports are also included in this database.
12.3.22.4 ICONN data is updated in substantially the same time and manner
as Qwest 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, Qwest performs major Switch maintenance activities off-
hours, during certain "maintenance windows". Major Switch maintenance
activities include Switch conversions, Switch generic upgrades and Switchequipment additions. .
12.3.23.2 Generally, the maintenance window is between 10:00 p.m. through
6:00 a.m. Monday through Friday, and Saturday 1 0:00 p.m. through Monday 6:00
a.m., Mountain Time. Although Qwest normally does major Switch maintenance
during the above maintenance window, there wil be occasions where this wil not
be possible. Qwest wil 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 Qwest provides this
information to itself, its End User Customers, its Affilates, or any other party.
12.3.23.3 Planned generic upgrades to Qwest Switches are included in the
ICONN database, available to WSP via Qwests 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
softare 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
änd replacement of one or more frames, upon which the Switch Ports terminate. .
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Section 12ass.12.3.24.3 Conversion Date. The "Conversion Date" is a Switch or frame
convers.ion 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 faciltate 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 facilties (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 facilty related
service orders for itself, its End User Customers, its Affilates, or any other party
during embargoes, Owest shall provide WSP the same capabilties.
12.3.24.4.1 ASRs for switch or frame trunk side facilty 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 facilties issued by WSP
or Owest, its End User Customers, its Affilates or any other party during
the embargo period, regardless of the ordets 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 facilty conversion ASRs to Owest no later than thirt (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 before the Conversion Date for addition of
trunk capacity or modification of circuit characteristics (Le., change of AMI
to 88ZS).
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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 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 or modification of circuit characteristics (Le., change
of AMI to 88ZS) to the new frame, new facilty ASRs shall be placed, and the
embargo period shall extend from sixty (60) Days prior to the Conversion Date
unti five (5) Days after the Conversion Date. Prior to instituting an embargo
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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 Iike-for-Iike basis, such embargo period shall extend from thirty (30) Days prior
to the Conversion Date unti five (5) Days after the Conversion Date. If WSP
requests the addition of trunk capacity or modification 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, Affilates, 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, Biling 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
Affilates, 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 for the affected location, extends from five (5) Days prior to
conversion until two (2) Days after the conversion.
12.3.24.7.4 LSRs, except those requesting order activity described in
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conversion quiet period and (ii) may not be issued during the quiet period.
LSRs that do not meet these requirements wil be rejected by Qwest.
12.3.24.7.5 LSRs requesting disconnect activity issued during the quiet
period, regardless of requested Due Date, wil be processed after the quiet
period expires.
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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 Servce 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 wil 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 wil be handled through the LNP escalations process.
12.3.24.8 Switch Upgrades. Generic Switch softare and hardware
upgrades are not subject to the Switch conversion embargoes or quiet periods
described above. If such generic Switch or softare 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 Affilates, 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 capabilties as Qwest provides
itself, its End User Customers, Affliates, or any other party during such Switch
hardware additions.
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Section 13
Accss 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' Office (NXX) Codes pursuant to the
Central Office Code Assignment Guidelines published by the Industry Numbering
Committee (INC) as INC 95-0407-008 (formerly ICCF 93-0729-010) and Thousand
Block (NXX-X) Pooling Administration Guidelines INC 99-0127-023, when these
Guidelines are implemented by the FCC 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 wil 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
wil 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 wil provide local dialing parity to competing
Carriers of telephone Exchange Service and telephone Toll Service, and wil 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' calls 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
SECTION 15.0 - Intentionally Left Blank
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Section 16
Bona Fide Request Process
SECTION 16.0 - BONA FIDE REQUEST PROCESS
16.1 Any request for Interconnection or Ancilary service that is not already available
as described in other sections of this Agreement 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 Ancilary services
and the technical feasibilty of new/different points of Interconnection. Owest wil
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 wil 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 wil request, and
WSP wil 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
16.2.3
the desired interface specification;
each requested type of Interconnection or access;
16.2.4 a statement that the Interconnection or Ancilary service wil be
used to provide a Telecommunications Service;
16.2.5
16.2.6
the quantity requested;
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 wil 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
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Bona Fide Request Process
qualify as an Interconnection or Ancilary 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 setting 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 wil include, at a minimum, a description of each
Interconnection and Ancilary service, the quantity to be provided, any interface
specifications, and the applicable rates (recurring and nonrecurring) including the
separately stated development costs and construction charges of the Interconnection
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 Part 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 wil 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 Owest 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 Owest has deployed or denied a substantially similar
Interconnection or Ancilary services under a previous BFR, a subsequent BFR shall not
be required and the BFR application fee shall be refunded immediately. ICB pricing and
intervals wil stil 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 Owest to prove the BFR is not substantially similar to a previous BFR.
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Section 17
Audit Procss
'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 Part to the non-requesting Party.
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 wil be considered accepted and nolonger 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 wil 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.
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Section 17
Audit Process
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 Part 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 wil aggregate such competitors' data before release to
the other Party, to insure the protection of the proprietary nature of information of other
competitors. To the extent a competitor is an affilate 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.
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Section 18
Construction Charges
SECTION 18.0 - CONSTRUCTION CHARGES
18.1 Qwest wil conduct an individual financial assessment of any request which .
requires construction of network capacity, facilties, or space for access. When Qwest
constructs to fulfil WSP's request, Qwest wil bid this construction on a case-by-case
basis. Qwest 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 Qwest End User Customers, nothing in this Section shall be
interpreted to authorize Qwest to charge WSP for special construction where such
charges are not provided for in a Tariff or where such charges would not beapplied to a
Qwest End User Customer.
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Section 19
Network Standards
SECTION 19.0 - NETWORK STANDARDS
. 19.1 The Parties recognize that Qwest services and Network Elements have been
purchased and deployed, over time, to Telcordia and Qwest technical standards.
Specification of standards is built into the Qwest purchasing process, whereby vendors
incorporate such standards into the equipment Qwest purchases. Qwest supplements
generally held industry standards with Qwest 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
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Section 19
Network Standards
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 Reliabilty Analysis
19.3.2 Transport
Telcordia 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 T1.102-1993 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 -000303 Integrated Digital Loop Carrier System Generic
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.
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.
Section 19
Network Standards
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 Portabilty
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.
Generic Operator Services Switching Requirements for Number
Portabilty, Issue 1.1, Tech Rep, Illnois Number Portabilty Workshop,
1996.
Number Portabilty Operator Services Switching Systems (Revision of
T1.TRQ.1-1999) T1.TRQ.1-2001
Number Portabilty Switching Systems (Revision of T1.TRQ.2-1999)
T1.TRQ.02-2001
Number Portabilty Database and Global Title Translation T1.TRQ.03-
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Section 19
Network Standards
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, Qwest
has developed its own standards for some Network Elements, including:
Expanded Interconnection and Collocation for Private Line Transport and
Switched Access Services - #77386
Competitive Local Exchange Carrier Installation/Removal Guidelines - #77390
19.5 Qwest Technical Publications have been developed to support service offerings,
inform End User Customers and suppliers, and promote engineering consistency and
deployment of developing technologies. Qwest provides all of its Technical Publications
at no charge via website: htlp:llww.gwest.com/techpub/.1
.
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Section 20
Service Performance
SECTION 20.0 - SERVICE PERFORMANCE
20.1 See Exhibit B.
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SECTION 21.0 - SIGNATURE PAGE
Section 21
Signature Page
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their respective duly authorized representatives.
United States Cellular Corporation
Signature
Name Printedrryped
Title
Date
Qwest Corporation
Signature
L. T. Christensen
Name Printedrryped
Director-Wholesale Contracts
Title
Date
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Type 2 Wireless Interconnection Agreement - Template 09-17-09
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.
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.
SECTION 21.0 - SIGNATURE PAGE
Section 21
Signature Page
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their respective duly authorized representatives.
United States Cellular Corporationf)~
Signature
.:a.\f( d X F"ì Q.\ 0"
Name Printedffyped
,1)iÌJor. GY1tmct Ms\lßãekbe.vt.L
Title ¡
3/J¥ j;)u 11
Date
'7~S
Signature
L.T. Christensen
Name Printedffyped
Director - Wholesale ContractsTitle /
S&ÛL(
Date I /
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Wireless Type 2 Exhibit A
Idaho
US Cellular, Inc..
EAS I Local Traffc
Reciprocal Compensation
Select Traffc T pe
Notes
6.0 Interconnection
6.1 Entrance Facilties
6.1.1 IDS1 !l103.61 $208.34 A A
6.1.2 IDS3 $524.42 S277.73 A A
16.2 IEICT
1 6.2.1 PerDS1 SO.OO SO.oo A A
1 16.2.2 IPerDS3 !t.OO $0.00 B B
6.3 Direct Trunked Trans Ilrt
6.3.1 DS01Recurroo Fixed & oer Mile A A
6.3.1.1 Over 0 to 8 Miles 24.67 0.29 A A
6.3.1.2 Over 8 to 25 Miles 24.69 .23 A A
6.3.1.3 Over 25 to 50 Miles 24.86 ;0.15 A A
6.3.1.4 Over 50 Miles 24.69 .05 A A
6.3.2 DS1 lRecurrna Fixed & oer Mile\
6.3.2.1 Over 0 to 8 Miles 37.35 1.25 A A
6.3.2.2 Over 8 to 25 Miles 37.35 1.82 A A
6.3.2.3 Over 25 to 50 Miles 37.35 1.89 A A
6.3.2.4 Over 50 Miles 37.35 1.90 A A
I 1
6.3.3 DS3 lRecurrna Fixed & oer Mile
6.3.3.1 Over 0 to 8 Miles $257.18 $19.48 A A
6.3.3.2 Over 8 to 25 Miles !l260.49 !l24.24 A A
6.3.3.3 Over 25 to 50 Miles $260.77 S26.43 A A
6.3.3.4 Over 50 Miles !l259.32 !l26.35 A A
16.4 1 MultiDlexina
16.4.1 DS1 toDSO -$263.86 S193.3O A A
1 16.4.2 DS3toDS1 !l304.22 $193.30 A A
.6.5 Trunk Nonrecurrna Charaes
6.5.1 DS1 Interfce
6.5.1.1 1 Firs Trunk $229.40 A
6.5.1.2 Each Additianal Trunk $5.46 A
1 1 1 1
6.5.2 DS3 Interface
6.5.2.1 Firs Trunk S235.71 A
6.5.2.2 1 Each Additional Trunk $11.78 A
6.5.3 Trunk Routna Chanae, Dar TVDe 2 Trunk GrauD
6.5.3.1 2A Dire Final to Alterne Final $74.61 1
6.5.3.2 Tvoe 2 Routina Translation Chanae $74.61 1
6.6 AncilaN Trunks
6.6.1 OneWay Out Onlv. AncilaN Trunks. Der Trunk
6.6.1.1 Idaho - North S20.69 $43.00
6.6.1.2 Idaho - Sauth
6.6.1.2.1 Zone 1 S11.50 S117.5O
6.6.1.2.2 1 Zone 2 !l17.51 $117.50
6.6.1.2.3 Zone 3 $12.63 $117.50
6.7 IntraMTA Traffc
6.7.1 End Ofce Call Tenninatian. Dar Minute of Use !l0.001343 ##
6.7.2 Tandem Switched TransDort. Der Minute of Use ~.000690 #
1 1
6.7.3 Tandem Transmission Recurroo Fixed & oar Mile'
6.7.3.1 Over 0 to 8 Miles $0.0004564 .0000367 A A
6.7.3.2 Over 8 to 25 Miles SO.Ooo4564 .0000367 A A
6.7.3.3 Over 25 to 50 Miles !l0.00045 0.0000367 A A
6.7.3.4 Over 50 Miles !l0.000426 0.0000144 A A
16.liSP Bound Traffc
1 16.8.1 I Locl Traffc - FCC - ISP Rate CaDS
I I 16.8.1.1 1 Minut Of Use as of June 14 2003 rate in eff unl furtr FCC acton $0.0007 4
6.9 Miscellaneous Charoes
~
6.9.1 Cancellation Charge Owesl s Idaho
Accss
SeNice
Catalog
Qweslldaho 7th Revision
October 2, 2007 Pag 1 of3 CDS-110202-O01
Wireless Type 2 Exhibit A
Idaho
US Cellular, Inc.
6.9.2 Expedite Charge Qwest s Idaho
Accss
Service
Catalog
6.9.3 Additional Testing Owest s Idaho
Access
Servce
Catalog
6.10 1 Transit Traffc
16.10.1 Local & IntraLATA Toll Transit oar Minute of Use $0.0045 26
6.11 1 JointlY Provided Switched Access Services
16.11.1 Mechanize Access Records, per Record $0.0014877 B
6.12 InterMTA Traffc OwestFCC QwestFCC
Switched Switched
Access Tariff Access Tariff
7.0 IntentionallY Left Blank
8.0 Intentionally Left Blank
9.0 Ancillar Services
9.1 Local Number Portbiltv
9.1.1 LNPQueries See FCC See FCC
Tariff #1 Tariff #1
Section 13 &Section 13 &
20 20
9.1.2 LNP Manaced Cuts
9.1.2.1 Standard Manaaed Cuts oer Person, oar Half Hour $26.57 A
9.1.2.2 Overtime Manaaed Cut per Person. oar Half Hour $34.38 A
9.1.2.3 Premium Manaae Cut. oer Person. oer Half Hour $42.21
-=9.2 1911/ E911 No Chame No Chame
9.3 1 IntentionallY Left Blank
9.4 Acess to Poles, Ducts, Conduits and Riiihts of Way (ROw)
9.4.1 Pole Inauirv Fee Per Inauirv $341.63 1
9.4.2 Innerduct lnouirv Fee. oer Inauirv $233.51 1
9.4.3 ROW Inauirv Fee, per Inauirv $378.87 1
9.4.4 ROW Document Preoaration Fee $122.91 1
9.4.5 Field Verification Fee oer Pole $20.48 1
9.4.6 Field Verification Fee Per Manhole $190.89 1
9.4.7 Planner Verification. Per Manhole $16.52 1
9.4.8 Manhole Verification Inspector. oar Manhole $92.18 1
9.4.9 Manhole Make-Readv Insoecor Per Manhole $245.82 1
9.4.10 Intentionallv Left Blank
9.4.11 Pole Attchment Fee per Foot. per Year $2.77 A
9.4.12 Innerduct
9.4.12.1 1 Intentionally Left Blank
9.4.12.2 Iinnerduct Occupancv Fee oer Foot. Per Year $0.31 4
9.4.13 Accss Aarement Consideration $10.00 A
9.4.14 Make ReadY ICB 3
10.0 IntentionallY Left Blank
11.0 Access to Ooerational SUDDort SYStems (OSSL
11.1 1 DeyeloDment and Enhancements, Der Order $5.00 A'
11.2 IOnGoina ODerations, oer Order $1.0 A
12.0 Maintenance and ReDair
12.1 Trouble Isolation
12.1.1 Maintenanc of Servce for non-est Trouble oar Half Hour or frction thereof
12.1.1.1 1 Maintenance of Service - Basic $28.6 A
12.1.1.2 Maintenance of Service - Overtime $38.55 A
12.1.1.3 1 Maintenance of Service - Premium $48.25 A
12.1.2 DisDatch for non-Qest Trouble $87.98 A.13.0 Intentionally Left Blank
14.0 IntentionallY Left Blank
I
15.0 IntentionallY Left Blank I. .Owest Idaho 7th Revision
Ocober 2, 2007 Page 2 of3 CDS-110202-o001
Wireless Type 2 Exhibit A
Idaho
US Cellular, Inc.
NOTES:
A
B
###
1
2
3
4
5
6
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Qwest Idaho 7th Revision
Octber 2, 2007 Page 30f3 005-110202-0001
.
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.
Exhibit B
Service Performance Indicators
EXHIBIT B
SERVICE PERFORMANCE INDICATORS
Qwest and WSP agree that Qwest wil provide Type 2 Interconnection Trunks to WSP
and other Wireless Service Providers, for use as Telecommunications Services, in a
non-discriminatory manner. Qwest wil work with WSP on an Individual Case Basis
(ICB) when WSP requires data from Qwest to develop operation reporting.
WSP-T-2-Exhibit B May 24,2005 Pagel
.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 nght 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 wil be granted on a first-come, first-serve basis on the terms
and conditions set forth in the appropriate agreement pertaining to "Polesllnnerduct'.
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-
efficient manner. The Process has these distinct steps:
.
2.1 Inquirv 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.servcesupporteaitáwest.com. Include your name,
company, phone number, email address, city and state of our inquiry. A BAN
number wil be assigned to your inquiry and wil 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.servicesupportteamcæqwest.com
while the fee must be 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 wil complete the Inquiry review and prepare and return a Polesllnnerduct
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
law, rule or regulation that governs this Agreement in the state in which Innerduct
attachment is requested. In the case of poles, Qwest 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 Poles/lnnerduct Verification/ROW Access Agreement Preparation Costs
Quotation wil be valid for thirty (30) calendar days from the date of quotation.
The Inquiry step results only in the location and mapping of Qwest facilities and
does not indicate whether space is available. This information is provided with
Attachment 1.8.
In the case of ROW, Qwest 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 Qwests
records, and (b) the nature of each ROW (Le., publicly recorded and non-
recorded). The ROW information matrix wil also indicate whether or not Qwest
has a copy of the ROW agreement in its possession. Qwest makes no
representations or warranties regarding the accuracy of its records, and WSP
acknowledges that, to the extent that real property rights run with the land, the
original granting party may not be the current owner of the property.
In the case of MDUs, Qwest wil prepare and return an MDU information matrix,
within ten (10) days, which wil identify (a) the owner of the MDU as reflected in
Qwests records, and (b) whether or not Qwest has a copy of the agreement
between Qwest and the owner of a specific multi-dwellng unit that grants Qwest
access to the multi-dwellng unit in its possession. Qwest makes no
representations or warranties regarding the accuracy of its records, and WSP
acknowledges that the original landowner may not be the current owner of the
property.
.
Qwest 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. Qwest wil
redact all dollar figures from copies of agreements listed in the Matrices that have
not been publicly recorded that Qwest provides to WSP. Alternatively, in order to
secure any agreement that has not been publicly recorded, a WSP may provide
a legally binding and satisfactory agreement to indemnify Qwest in the event of
any legal action arising out of Qwests 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 Qwest concerning access to Poles, Ducts and ROW, then
Attachment 3 must be executed by both parties in order to start the Inquiry
Review and in order for WSP to obtain access to Poles, Ducts and/or ROW.
2.2 Attachment 1.8 (Verification) & Attachment 4 (Access Agreement
Preparation), With respect to Poles and Innerduct, upon review and acceptance
of signed Attachment 1.8 and payment of the estimated verification costs by the
WSP, Qwest wil .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
.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 facilties. 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 wsstræqwest.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 crèated 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, wil 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 wil 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 responsibilty 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
3
Section 2.2 above, Qwest 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, Qwest will assign the
WSP's requested space; Qwest wil also commence the Make-ready work
within 30 days following payment of the Make-Ready Fees. Qwest wil notify
WSP when Polesllnnerduct are ready for attachment or placement of Facilities.
A copy of the signed Attachment 2 form should be emailed to
wholesale.servcesuPDorteam(?gwest.com while the payment should go to the Joint Use
Manager along with the original signed Attachment 2.
NOTE: Make-ready work performed by Qwest 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". Qwest wil consider repait or clearing damaged facilities,
but may not construct new facilities as part of Make-ready work.
Construction work to place conduit or replace poles may be required where
facilities are blocked. The WSP may contract separately with a Qwest-approved
contractor to complete the construction provided a Qwest inspector inspects the
work during and after construction. If other parties benefit from construction, the
costs may be divided among the beneficiaries. Construction costs are not
included in Attachment 2. The WSP is not encouraged to sign the
Poles/lnnerduct Order (Attachment 2) until provisions have been made for
construction..
2.4 Provision of ROW/Poles/lnnerduct. Qwest agrees to issue to WSP for
any lawful telecommunications purpose, a nonexclusive, revocable Order
authorizing WSPlo install, maintain, rearrange, transfer, and remove at its sole
expense its Facilities on Polesllnnerduct to the extent owned or controlled by
Qwest. Qwest provides access to PoleslInnerductlROW in accordance with the
applicable federal, state, or local law, rule, or regulation, incorporated herein by
this reference, and said body of law, which governs this Agreement in the state in
which Polesllnnerduct is provided. Any and all rights granted to WSP shall be
subject to and subordinate to any future federal, state, and/or local requirements.
Nothing in this General Information shall be construed to require or compel
Qwest 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 Qwest in determining if Poles/lnnerduct space is available to
meet the WSP's request; however, the WSP must agree and wil 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 Qwest denies access, Qwest 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 Qwest 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
4
.
.
.
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 re~olved 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 fiing 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 D 5-23-05
5
ATTACHMENT 1. A
Poles/lnnerduct 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:
Biling 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 wil 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 Accss 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 Owest Field engineer and discuss attachment plans. If a field
verification of poles is required, Attachment 1.B must be completed and the appropriate charges
paid. Innerduct verification is always needed.
By signing below and providing payment of the Estimated Costs identified above, the WSP
desires Qwest to proceed with the processing of its database/records search and acknowledges
receipt of this General Information, including the General Terms and Conditions under which
Qwest offers such Poles/lnnerduct. Quotes expire in 30 days.
Owest Corporation
Sianature Sianature
Name Typed or Printed Name Typed or Printed
Title Title .
WSP- T -2-Exhibit D 5-23-05
6
.
.
.
I Date EI Date
This signed form (original) must be sent with a check for the Inquiry amount (to tlQwesttl)
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.servcesupporteamCfwest.com. Put "Agree--
on signature line.
WSP- T-2-Exhibit D 5-23-05
7
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 Number Total Charge
1. Pole Field Verification Fee (10 pole minimum)
2. Innerduct Field Verification Fee
$
$
3. Preparation of private ROW documents
$
4. Access Agreement Prep. and Consideration$10/ Access Agreement_$
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 Corooration
Sianature Sianature
Name Tvped or Printed Name Tvped or Printed
Title Title .
WSP- T -2-Exhibit D 5-23-05
8
.
.
.
I Date D 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 copy of this form must be sent to: wsstújgwest.com, with "Agree" on the
signature line.
WSP- T -2-Exhibit D 5-23-05
9
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 utiity
holes.
b. tag all equipment located inIon Qwests facilties from beginning of the route to the end, and at
the entrance and exit of each utilty 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 Ch i h' PnnuaecurrinQarQes or t is ermit:
Total Annual
Annual Charae Quantitv Charae
i
1. Pole Attachment, Per Pole $I $
2, Innerduct Occuoancy, 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
drills, stubouts, not innerduct placement) For Poles, quantity is based on the number of vertical
feet used (One cable attachment = one foot). If you do not place an order at this time, these
Poles/lnnerduct wil be assigned on a first come-first served basis.
Additional Comments: THE ESTIMATED COSTS ARE FOR THE INSTALLATION OF
INNERDUCT OR REARRANGEMENT PER THE WORK SHEETS. THE ANNUAL RECURRING
CHARGE FOR YEAR 2001 HAS BEEN PRORATED TO ( IDAY * DAYS).
PLEASE PROVIDE PAYMENT FOR THE MAKE-READY COSTS AND THE PRORATED 2001
RECURRING FEE ALONG WITH THIS SIGNED ORDER
By signing below and providing payment of the Make-ready costs and the first year's prorated
Annual Recurring Charge (or, if WSP requests Semiannual biling, 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
supporteam~qwest.com..
WSP- T -2-Exhibit D 5-23-05
10
.
.
.
Qwest Corooration
.
Signature Signature
Name Typed or Printed Name Tvoed or Printed
Title Title
Date Date
"
WSP- T -2..Exhibit D 5-23-05
11
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 Owest
Corporation ("Owest"), for one or more Orders for the WSP to obtain access to Owests
Right-of-Way ("ROW") and/or to install/attach and maintain their communications
facilities ("Facilities") to Owests 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, Owest agrees to issue to
WSP for any lawful telecommunications purpose, (a) one or more
nonexclusive, revocable Orders authorizing WSP to attach, maintain,
rearrange, transfer, and remove at its sole expense its Facilities on
Poles/lnnerduct owned or controlled by Owest, and/or (b) access to
Owests ROW to the extent that (i) such ROW exists, and (ii) Owest 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 Owest or its predecessors.
1.2 Except as expressly provided herein, nothing in this Agreement shall be
construed to require or compel Owest 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 Owest agrees to provide access to ROW/Poles/lnnerduct in accordance
with the applicable local, state or federal law, rule, or regulation,
incorporated herein by this reference, which governs this Agreement in
the state in which Poles/lnnerduct is provided.
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 Owest. 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
12
.
.
.
.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 Qwest terminates this Agreement for Cause, or if WSP terminates this
Agreement without Cause, WSP shall pay termination charges equal to
the amount of fees and charges remaining on the terminated Order(s)
and shall remove its Facilities from the Poles/lnnerduct within sixty (60)
days, or cause Qwest to remove its Facilities from the Poles/lnnerduct at
WSP's expense; provided, however, that WSP shall be liable for and pay
all fèes and charges provided for in this Agreement to Qwest 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 Facilties from Poles/lnnerduct within
one hundred and eighty (180) days from the date of termination; provided,
however, that WSP shall be liable for and pay all fees and charges
provided for in this Agreement to Qwest until WSP's Facilties are
physically removed.
3.5 Qwest 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 Qwest, or remove its Facilties
therefrom. Failure to remove its Facilities within sixty (60) days shall be
deemed an election to purchase the Poles/lnnerduct at the current market
value.
4. CHARGES AND BILLING.
.
4.1. WSP agrees to pay Qwest Poles/lnnerduct usage fees ("Fees") as
specified in the Order. Fees wil be computed in compliance with
applicable local, state and Federal law, regulations and guidelines. Such
Fees wil be assessed, in advance. on an annual basis. Annual Fees wil
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
13
invoice. Any outstanding invoice wil be subject to applicable financecharges. .
4.2. Qwest has the right to revise Fees, at its sole discretion, upon written
notice to WSP within at least sixt (60) days prior to the end of any annual
billing 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 liability 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 liability with respect to liability assumed by the
WSP hereunder. This insurance shall also include: (1) explosion hazard
coverage (commonly referred to as "X" coverage) if the work involves
blasting and (2) collapse hazard coverage (commonly referred to as "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 Milion 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.
.
5.3 Comprehensive automobile liability insurance covering the use and
maintenance of owned, non-owned and hired vehicles. The limits of
liability for this coverage shall be not less than One 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 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 biled 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 suffciency 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-Exhibit D 5-23-05
14
.5.5 The insuring carrier(s) 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 carrier( s). The
insuring carrier(s) may use the ACORD form, which is the Insurance
Industries certificate of insurance form. The insurance certificates shall
provide that: (1) 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 aU operations and projects performed on behalf of the
certificate holdet' 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 liability 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 wil be
required. Such policy shall be issued in the name of the Railroad with
standard limits of Two Milion 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 Millon Dollars
($6,000,000.00). In addition, said policy shall name Owest and the
WSP/SubWSP on the declarations page with respect to its interest in
these specific job. Said insurance policy shall be in form and substance
satisfactory both to the 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 wil be
included in the WSP's nonrecurring charges for the associated
Poles/lnnerduct Order..
WSP- T-2-Exhibit D 5-23-05
15
6.2 WSP shall be solely responsible for obtaining the necessary underlying
legal authority to occupy Polesllnnerduct on governmental, federal,
Native American, and private rights of way, as applicable, and Owest
does not warrant or represent that providing WSP with access to the
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 Owest with written
documentation of such legal authority prior to placement of its facilities on
or in the Poles/lnnerduct. The WSP shall comply with all conditions of
rights-of-way and Orders.
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 Facilities in
accordance with the above requirements shall be Cause as referenced in
Section 3 to this Agreement for termination of the Order in question.
Termination of more than two (2) Orders in any twelve-month period
pursuant to the foregoing sentence shall be Cause. as referenced in
Section 3 for termination of this Agreement. Owests procedures
governing its standard maintenance practices shall be made available
upon request for public inspection at the appropriate Owest premises.
WSP's procedures governing its standards maintenance practices for
Facilities shall be made available to Owest upon written request. WSP
shall within thirty (30) days comply and provide the requested information
to Owest to bring their facilities into compliance with these terms and
conditions.
6.4. In the event of any service outage affecting both Owestand WSP, repairs
shall be effectuated on a priority basis as established by local, state or
federal requirements, or where such requirement do not exists, repairs
shall be made in the following order: electrical, telephone (local),
telephone (long distance), and cable television, or as mutually agreed to
by the users of the effected Polesllnnerduct.
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 Owest to replace or modify existing Polesllnnerduct to .
increase its strength or capacity for the benefit of the WSPand Owest
WSP- T-2-Exhibit D 5-23-05
16
.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 Polesllnnerduct shall vest in Qwest. To the extent that
a modification is incurred for the benefit of multiple parties, WSP shall pay
a proportionate share of the total cost as outlined above, based on the
ratio of the amount of new space occupied by the Facilities to the total
amount of space occupied by all parties joining the modification.
Modifications that occur in order to bring Poles/lnnerduct into compliance
with applicable safety or other requirements shall be deemed to be for the
benefit of the multiple parties and WSP shall be responsible for its pro
rata share of the modification cost. Except as set forth herein, WSP shall
have no obligation to pay any of the cost of replacement or modification of
Poles/lnnerduct requested solely by third parties.
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 "Pullng 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 thirt (30)
days of receiving written notice from Qwest. In the event the corrections
are not completed within the thirt (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
17
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 facilties are removed from the
Pole/Conduit system where such non-complying conditions exist. If
agreed to in writing, by both parties, Qwest shall perform such corrections
and WSP shall pay Qwest the cost of performing such work. Subsequent
inspections to determine if appropriate corrective action has been taken
my be made by Qwest.
8.5. Once the WSPs facilities occupy Qwest Poles/lnnerduct system and
Exhibit A has been received by Qwest, Qwest may perform periodic
inspections. The cost of such inspections shall be borne by Qwest,
unless the inspection reveals any violations, hazards, or conditions
indicating that WSP has failed to comply with the provisions set forth in
this Agreement, in which case the WSP shall reimburse Qwest for full
costs of inspection, and re-inspection to determine compliance as
required. A WSP representative may accompany Qwest 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. Qwest 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
Qwest, 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, Qwest, without prejudice to any other rights or remedies under
this Agreement, shall assess an unauthorized attachment administrative
fee of Two Hundred Dollars ($200.00) per attachment per Pole or
innerduct run between manholes, and require the WSP to submit in
writing, within ten (10) day after receipt of written notification from Qwest
of the unauthorized occupancy, a Polesllnnerduct application. Qwest
shall waive the unauthorized attachment fee if the following conditions are
both met: (1) WSP cures such unauthorized attachment (by removing it
or submitting a valid Order for attachment in the form of Attachment 2 of
Exhibit D, within thirty (30) days of written notification from Qwest of the
unauthorized attachment; and (2) the unauthorized attachment did not
require Qwest to take curative measures itself (e.g., pullng additional
innerduct) prior to the cure by WSP. Qwest shall also waive the
unauthorized attachment fee if the unauthorized attachment arose due to
error by Qwest rather than by WSP. If such application is not received by
Qwest within the specified time period, the WSP wil be required to .
WSP- T-2-Exhibit D 5-23-05
18
.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 liabilty, and the cost of such removal shall be borne by
theWSP.
9.2 For the purpose of determining the applicable charge, the unauthorized
Polesllnnerduct occupancy shall be treated as having existed for a period
of five (5) years prior to its discovery, and the charges, as specified in
Section 4, shall be due and payable forthwith whether or not WSP is
ordered to continue the occupancy of the Poles/lnnerduct system.
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 Facilties from the Poles/lnnerduct covered by any
Order (or otherwise), Owest wil 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 facilities, and Owest may dispose of said
facilities as it determines to be appropriate. If Owest must dispose of said
facilties, such action wil not relieve WSP of any other financial responsibilty
associated with such removal as provided herein. If WSP removes its Facilties
from Poles/lnnerduct for reasons other than repair or maintenance purposes, the
WSP shall have no right to replace such facilties 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, affliates, agents,
directors, and employees against any and all liabilities, claims, judgments,
losses, orders, awards, damages, costs, fines, penalties, costs of defense, and
attorneys' fees ("Liabilties") 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 utilzed by the WSP; (2) actuàl
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 0 5-23-05
19
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 responsibilty 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.
.
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
20
.
.
.
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 military 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 party,
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
21
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 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 cL!rrent 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.
13.2. 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.
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
compelling 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 Owests pole pursuant
to the terms thereof. The WSP acknowledges that Owest wil 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.
SEVERABILITY. In the event that a court, governmental agency, or regulatory
agency with proper jurisdiction determines that this Agreement or a provision of
15..
WSP~ T -2-Exhibit 0 5-23-05
22
.
.
.
16.
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.
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 Qwest, which shall not be unreasonably withheld.
Assignment of this Agreement by WSP to- WSP's subsidiary or affliate
shall be presumed to be reasonable; provided, however, that WSP must
obtain Qwests consent in any event.
16.3 This Agreement benefits WSP and Qwest. There are no third party
beneficiaries.
16.4 This Agreement constitutes the entire understanding between WSP and
Qwest with respect to Service provided herein and supersedes any prior
agreements or understandings.
WSP- T -2-Exhibit D 5-23-05
23
The parties hereby execute and authorize this Agreement as of the latest date shown
below:
.
WSP Qwest Corporation
SignatureSignature
Name Typed or Printed
Pat Finley
Name Typed or Printed
Title
PRODUCT MANAGER
Title
DateDate
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
24
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.
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)
Ttlis 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
Cable and
Equipment
To
Manhole at
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
25
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.
WSP- T-2-Exhibit D 5-23-05
26
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EXHIBIT B
WSP:
NOTIFICATION OF SURRENDER OR MODIFICATION
OF CONDUIT OCCUPANCY ORDER BY WSP
Return to:
Sandie Thomas. awest Corp
700 W Mineral, Rm IAF12
Littleton, CO 80120
In accordance with the terms and conditions of this Agreement between us, dated
, ~, notice is hereby given that the licenses covering occupancy of the
following conduit are surrendered (and/or modified as indicated in Licensee's 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 5-23-95
27
EXHIBITC
NOTIFICATION OF SURRENDER OR MODIFICATION
OF POLE ATTACHMENT ORDER BY WSP
.
WSP:
Return to:
Sandie Thomas, Owest Corp
700 W Mineral, Rm IAF12
Littleton, CO 80120
In accordance with the terms and conditions of the Agreement between Owest
and WSP, dated_,20_, notice is hereby given that the licenses covering
attachments to the following poles and/or anchors, and/or utilization of anchor/guy strand
is surrendered (or modified as indicated in WSP's prior notification to Owest, dated_
, 20_) effective
POLE NO.ASSOC. POLE 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:NameofWSP
Discontinued:
Poles
Anchors
By:
Anchor/Guy Strands . Its:.
WSP- T -2-Exhibit D 5-23-05
28
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ATTACHMENT 4
FORM OF ACCESS AGREEMENT
After recording, please return to:
Sandie Thomas
700 W Mineral, Rm IAF12
Littleton, CO 80120
ACCESS AGREEMENT
THIS ACCESS AGREEMENT (this "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("Granton, 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
29
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 Affliates and
agents, licensees, employees, and invitees, including, without limitation, contractors,
subcontractors, consultants, suppliers, public emergency vehicles, shipping or delivery
vehicles, or construction vehicles. "Affliates" means, with respect to any Person, any
Person that contr.oJs, 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 fòr 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 carrier" as that
term is defined in 42 U.S.C. § 224.
b. Due Diligence. Grantee acknowledges and agrees that neither
Grantor nor any agent, employee, attorney, or representative of Grantor has
made any statements, agreements, promises, assurances, representations, or
warranties, whether in this Agreement or otherwise and whether express or
implied, regarding the Right of Way Agreement or the Easement Rights or the
assignability or further granting thereof, or title to or the environmental or other
condition of the Property. Grantee further acknowledges and agrees that
Grantee has examined and investigated to its full satisfaction the physical nature
and condition of the Property and the Easement Rights and that it is acquiring the .
WSP- T-2-Exhibit D 5-23-05
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.
.
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 Agreement. 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 Property and the
Easement Rights in compliance with all applicable laws.
c. No Further Grant. Grantee shall not grant to any Person other than
Grantee's Authorized Users the right to use the Easement Rights without the
prior written consent of Grantor, which consent may be granted or withheld in
Grantor's sole discretion.
d. Non-Interference. Grantee agrees that it will not interfere with Grtor's or
Grantor's Authorized Users' use of the Easement Rights and wil not tae any action or
fail to take any action that would negatively affect the Easement Rights or cause or
contribute to the teration of the Right of Way Agreement.
WSP- T -2-Exhibit 0 5-23-05
31
6. Indemnification. Grantee hereby agrees to indemnify, defend and hold
Owner, Grantor and their respective Affilates 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 facilties 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
32
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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 wil 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 facilties in the propert 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
33
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 follow'
.
.
WSP- T -2-Exhibit 0 5-23-05
34
.
.
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EXECUTED as of the date first written above.
GRANTOR:
Witnessed by:QWEST CORPORATION, a Colorado
corporation, successor in interest to
US WEST COMMUNICATIONS, INC.,
a Colorado corporation
By:
Name:
Title:
STATE OF
COUNTY OF
)
) ss:
)
The foregoing instrument was acknowledged before me this _ day of,20_, by as
of QWEST CORPORATION, a
Colorado corporation.
Witness my hand and'offcial seaL.
(SEAL)
Notary Public
My Commission Expires:
WSP- T-2-Exhibit 0 5-23-05
35
EXECUTED as of the date first written above.
GRANTEE:
Witnessed by:. a
By:
Name:
Title:
)
) ss:
)
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this _ day of.20_. by as
of
. a
Witness my hand and offcial seaL.
(SEAL)
Notary Public
My Commission Expires:
WSP- T-2-Exhibit 0 5-23-05
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CONSENT TO DISCLOSURE
THE UNDERSIGNED,
("Ownet'), whose address is
, a
, hereby
consents to the terms of the following paragraphs regarding the agreement described orentitled as between Qwest Corporation,
formerly U S WEST Communications, Inc. ("Qwest") and Owner for the property located
at ("Property") that provides Qwest 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 Propert. 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
("WSpl) with the requirements of paragraph 5. Owner further covenants not to assert
any claim or commence any action, lawsuit, or other legal proceeding against Qwest or
WSP presenting this Consent to Disclosure, based upon or arising out of Owner'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. Qwests Waiver of Confidentiality. Qwest represents and warrants that it is granting a
limited waiver of its confidentiality rights that permits WSP to review the Agreement
subject to WSP's compliance with the requirements of paragraph 5 and Qwests right to
redact all dollar amounts set forth in the Agreement. Qwests 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
37
(a) to determine whether Qwest has ownership or control over duct, conduits,
or rights-of-way within the Propert 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 mail, return receipt requested, or (c) one business day
after being timely delivered to an overnight express courier service such as Federal
Express which provides for the equivalent of a return receipt to the sender, to the above
described addresses of the parties hereto, or to such other address as a party may
request in a writing complying with the provisions of this Section.
.
EXECUTED as of the date first written above.
OWNER:
WSP:
.
WSP- T -2-Exhibit D 5-23-05
38
.
.
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EXHIBIT 1
Right of Way Agreement
(This represents the ROW agreement between the
WSP- T-2-Exhibit D 5-23-05
39
.
.
.
Exhibit I - Individual Case Basis
1.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 Owest.
2.ICB Rate Intervals
2.1 For those products and services identified in the AGREEMENT that
contain a provision for ICB rates, Owest wil 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, Owest shall provide WSP with an ICB quote within the
stated specific intervals:
2.2.1 Ouotes for all Bona Fide Requests (BFR) shall be provided in
accord with Section 16.
2.2.2 Ouotes for all Special Request Processes (SRP) shall be provided
in accord with Section 17 and Exhibit F.
2.3 Upon request, Owest shall provide WSP with Owests 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
Owest cannot obtain a release from its vendors within seven (7) business
days, in which case Owest wil make the data available as soon as. Owest
receives the vendor release. Consistent with the terms and conditions of
any applicable vendor contract or agreement, Owest shall dilgently
pursue obtaining the release. of. cost information as soon as reasonably
possible. To the extent consistent with the terms and obligations of any
applicable vendor contract or agreement, Owest shall request the release
of vendor cost information when Owest communicates with the vendor(s)
when Owest seeks a quote for the costs of the ICB project. Such cost
data shall be treated as confidential information if requested by Owest
under the non-disclosure sections of this Agreement.
3. ICB Provisioning Intervals
3.1 For those products and servces 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.
WSP Type 2-Exhibitl Page 1April 29, 2005
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.
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WSP Type 2-Exhibit I April 29, 2005 Page 2