20110919Application.pdf

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CENTURYLINK
1600 7th Avenue, Room 1506
Seattle, Washington 98191
[phone]Facsimile [phone]
~,. TM
~ ~ CenturyLink™~4~
Maura E. Peterson
Paralegal
Regulatory Law
Via Overnight delivery
September i 6, 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 \JJ f. - =r - n -11
Application for Approval of Interconnection Agreement
365 Wireless, LLC
Dear Ms. Jewell:
Enclosed for fiing is an original and three copies of the Application for Approval of an
Interconnection Agreement between Qwest Corporation d/b/a Century link and 365 Wireless,
LLC. CenturyLink respectfully requests that this matter be placed on the Commission
Decision Meeting Agenda for expedited approvaL.
Please contact me if you have any questions concerning the enclosed. Thank you for your
assistance in this matter.
(-
MEP:ldj
cc: Service list
ww.centurylink.com
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Lisa A Ander! (WSBA# 13236)
CenturyLink
1600 7th Ave, Room 1506
Seatte, W A 98191
Telephone: [phone]
Facsimile: [phone]
Lisa.ander! (Qcenturylink.com
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
APPLICATION OF QWEST
CORPORATION FOR APPRO V AL OF
THE INTERCONNECTION
AGREEMENT FOR THE STATE OF
IDAHO PURSUANT TO 47 U.S.C. §252(e)
CASE NO.:
APPLICATION FOR APPROVAL OF
INTERCONNECTION
Qwest Corporation d/b/a CenturyLink ("CenturyLink") hereby files this Application for
Approval of Interconnection Agreement ("Agreement"). The Agreement with 365 Wirelesss,
LLC ("365 Wireless") is submitted herewith.
This Agreement was reached through voluntary negotiations without resort to mediation
or arbitration and is submitted for approval pursuant to Section 252(e) of 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 carer 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.
Century Link 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 will enable 365
APPLICATION FOR APPROY AL OF INTERCONNCTION AGREEMENT-
365 Wireless, LLC
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Wireless to interconnect with CenturyLink facilities and to provide customers with increased
choices among local telecommunications services.
CenturyLink further requests that the Commission approve this Agreement without a
hearing. Because this Agreement was reached through voluntary negotiations, it does not raise
issues requiring a hearing and does not concern other parties not a party to the negotiations.
Expeditious approval would further the public interest.
Respectfully submitted this L b-t~ day of September, 2011
Lisa A. An rl
Attorney for CenturyLink
APPLICATION FOR APPRO V AL OF INTERCONNECTION AGREEMENT -
365 Wireless, LLC
. CERTIFICATE OF SERVICE
I hereby certify that on this \b~day of September, 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 (Qpuc.state.id.us
Tony D. Cash
General Counsel
365 Wireless, LLC
1500 Trotters Cove
Atlanta, GA 30338
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Hand Delivery
U. S. Mail
_X_ Overnight Delivery
Facsimile
Email
Hand Deli very
-1 u. S. Mail
Overnight Deli very
Facsimile
Email
APPLICATION FOR APPRO V AL OF INTERCONNECTION AGREEMENT-
365 Wireless, LLC
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DocuSign Envelope ID: D53DA21 D-619A-4B44AFOE-67 A5D1 C5FE6F
TYPE 2 WIRELESS INTERCONNECTION AGREEMENT
BETWEEN
QWEST CORPORATION
AND
365 WIRELESS, LLC
FOR THE STATE OF IDAHO
AGREEMENT NUMBER
CDS-110719-0004
July 20, 2011/mms/365 WirelessIlD/CDS-110719-0004
Type 2 Wireless Interconnection Agreement - Template 04.20.11
DocuSign Envelope ID: D53DA21D-619A-4B44-AFOE-67A5D1C5FE6F
Table of Contents .
iSECTION 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 ................................................................17
SECTION 6.0 - INTERCONNECTION .......................................................................... 35
SECTION 7.0 - COLLOCATION ................................................................................... 54
SECTION 8.0 - Intentionally Left Blank...................................................................... 55
SECTION 9.0 - ANCILLARY SERVICES .................................................................... 56
SECTION 10.0 - NETWORK SECURITY...................................................................... 59
SECTION 11.0 - Intentionally Left Blank.................................................................... 61
SECTION 12.0 - ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS) ............ 62
SECTION 13.0 - ACCESS TO TELEPHONE NUMBERS ............................................79
SECTION 14.0 - LOCAL DIALING PARITY .................................................................80
SECTION 15.0 -Intentionally Left Blank.................................................................... 81
SECTION 16.0 - BONA FIDE REQUEST PROCESS................................................... 82
SECTION 17.0 - AUDIT PROCESS.............................................................................. 85
SECTION 18.0 - CONSTRUCTION CHARGES .......................................................... 87
SECTION 19.0 - NETWORK STANDARDS ................................................................. 88
SECTION 20.0 - SIGNATURE PAGE........................................................................... 92
EXHIBIT A-
EXHIBIT B-
EXHIBITC -
EXHIBIT D-
EXHIBIT E-
EXHIBIT F-
EXHIBITG -
EXHIBIT H-
EXHIBIT 1-
EXHIBIT J-
EXHIBIT K-
Rates
Service Performance
Intentionally Left Blank
Qwest Right of Way, Pole Attachment and/or Duct/lnnerduct
Occupancy General Information
Intentionally Left Blank
Intentionally Left Blank
Intentionally Left Blank
Intentionally Left Blank
Individual Case Basis
Reciprocal Compensation Rate Election
Intentionally Left Blank
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July 20, 2011/mms/365 WirelessIlD/CDS-110719-0004
Type 2 Wireless I nterconnection Agreement - Template 04.20.11 .
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DocuSign Envelope ID: D53DA21 D-619A-4B44-AFOE-67 A5D1 C5FE6F
Section 1
General Terms
Section 1.0 - GENERAL TERMS
1.1 This Agreement for Type 2, two-way Wireless Interconnection is between Qwest
Corporation ("Qwest"), a Colorado corporation, and 365 Wireless, LLC ("WSP"), a Georgia
corporation, pursuant to Section 252 of the Telecommunications Act of 1996, for purposes of
fulfilling Qwests obligations under Sections 222, 251 (a), (b), and (c), 252, 271, and otherrelevant 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 will 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 the Agreement.
July 20, 2011/mms/365 Wireless/ID/CDS-110719-0004
Type 2 Wireless Interconnection Agreement - Template 04.20.11
DocuSign Envelope ID: D53DA21 D-619A-4B44AFOE-67 A5D1 C5FE6F
Section 2
Interpretation and Construction .
SECTION 2.0 -INTERPRETATION AND CONSTRUCTION
2.1 This Agreement includes this Agreement and all Exhibits appended hereto, each of
which is hereby incorporated by reference in this Agreement and made a part hereof. All
references to Sections and Exhibits shall be deemed to be references to Sections of, and
Exhibits to, this Agreement unless the context shall otherwise require. The headings and
numbering of Sections and Exhibits used in this Agreement are for convenience only and will
not be construed to define or limit any of the terms in this Agreement or affect the meaning and
interpretation of this Agreement. Unless the context shall otherwise require, any reference to
any statute, regulation, rule, Tariff, technical reference, technical publication, or any publication
of Telecommunications industry administrative or technical standards, shall be deemed to be a
reference to the most recent version or edition (including any amendments, supplements,
addenda, or successor) of that statute, regulation, rule, Tariff, technical reference, technical
publication, or any publication of Telecommunications industry administrative or technical
standards that is in effect. Provided, however, that nothing in this Section 2.1 shall be deemed
or considered to limit or amend the provisions of Section 2.2. In the event a change in a law,
rule regulation or interpretation thereof would materially change this Agreement, the terms of
Section 2.2 shall prevail over the terms of this Section 2.1. In the case of any material change,
any reference in this Agreement to such law, rule, regulation or interpretation thereof will be to
such law, rule, regulation or interpretation thereof in effect immediately prior to such change
until the processes set forth in Section 2.2 are implemented. The existing configuration of either
Party's network may not be in compliance with the latest release of technical references,
technical publications, or publications of Telecommunications industry administrative or
technical standards.
2.2 The provisions in this Agreement are intended to be in compliance with and based on
the existing state of the law, rules, regulations and interpretations thereof, including but not
limited to state and federal rules, regulations, and laws, as of March 11, 2005 (the Existing
Rules). Nothing in this Agreement shall be deemed an admission by Qwest or WSP concerning
the interpretation or effect of the Existing Rules or an admission by Qwest or WSP that the
Existing Rules should not be changed, vacated, dismissed, stayed or modified. Nothing in this
Agreement shall preclude or estop Qwest or WSP from taking any position in any forum
concerning the proper interpretation or effect of the Existing Rules or concerning whether the
Existing Rules should be changed, vacated, dismissed, stayed or modified. To the extent that
the Existing Rules are vacated, dismissed, stayed or materially changed or modified, then this
Agreement shall be amended to reflect such legally binding modification or change of the
Existing Rules. Where the Parties fail to agree upon such an amendment within sixty (60) Days
after notification from a Party seeking amendment due to a modification or change of the
Existing Rules or if any time during such sixty (60) Day period the Parties shall have ceased to
negotiate such new terms for a continuous period of fifteen (15) Days, it shall be resolved in
accordance with the Dispute Resolution provision of this Agreement. It is expressly understood
that this Agreement will be corrected, or if requested by WSP, amended as set forth in this
Section 2.2, to reflect the outcome of generic proceedings by the Commission for pricing,
service standards, or other matters covered by this Agreement. Rates in Exhibit A 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
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July 20, 2011/mms/365 WirelessIlD/CDS-110719-0004
Type 2 Wireless Interconnection Agreement - Template 04.20.11 2 .
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Section 2
Interpretation and Construction
otherwse 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 sixty (60) Days. For purposes of this
section, "legally binding" means that the legal ruling has not been stayed, no request for a stay
is pending, and any deadline for requesting a stay designated by statute or regulation, has
passed.
2.3 Unless otherwse specifically determined by the Commission, in cases of conflict
between this Agreement and Qwests Tariffs, Product Catalog (PCA T), 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 Part under this Agreement, the rates, terms and
conditions of this Agreement shall prevaiL.
July 20, 2011/mms/365 WirelessIlD/CDS-110719-0004
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DocuSign Envelope ID: D53DA21 D-619A-4B44AFOE-67 A5D1 C5FE6F
Section 3
Implementation Schedule .
SECTION 3.0 - WSP INFORMATION
3.1 Except as otherwise required by law, Qwest will not provide or establish Interconnection
and Ancillary services in accordance with the terms and conditions of this Agreement prior to
WSP's execution of this Agreement.
3.2 Prior to placing any orders for services under this Agreement, the Parties will jointly work
with the Qwest Sales and Service organizations to complete the New Customer Questionnaire
with the information below as appropriate. This information will 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 Billing Information;
Create summary bills;
Establish input and output requirements;
Create and distribute Qwest and WSP Contact Lists; and
Identify WSP hours and holidays..
3.3 WSPs that have previously completed a Questionnaire need not fill out a New Customer
Questionnaire; however, WSP will 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.
July 20, 2011/mms/365 Wireless/ID/CDS-110719-0004
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DocuSign Envelope ID: D53DA21 D-619A-4B44-AFOE-67 A5D1 C5FE6F
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
facilities between WSP and Qwest for Wireless I nterconnection 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 Office Switches to Interexchange
Carrier Switches. Qwests Access Tandem Switches are also used to connect and switch traffc
between and among Central Offce Switches within the same LATA and may be used for the
exchange of local traffic.
"Act" means the Communications Act of 1934 (47 U.S.C. 151 et. seq.), as amended, and as
from time to time interpreted in the duly authorized rules and regulations of the FCC or the
Commission.
"Affliate" means a Person that (directly or indirectly) owns or controls, is owned or controlled
by, or is under common ownership or control with, another person. For purposes of this
paragraph, the term 'own' means to own an equity interest (or the equivalent thereof) of more
than 10 percent.
"Applicable Law" means all laws, statutes, common law, ordinances, codes, rules, guidelines,
orders, permits and approval of any governmental regulations, including, but not limited to, the
Act, the regulations, rules, and final orders of the FCC and the Commission, and any final
orders and decisions of a court of competent jurisdiction reviewing the regulations, rules or
orders of the FCC or the Commission.
"ATIS" or "Allance for Telecommunications Industry Solutions" is a North American
telecommunication industry standards forum which, through its committees and working groups,
creates, and publishes standards and guidelines designed to enable Interoperability and
Interconnection for Telecommunications products and services. ATIS Standards and
Guidelines, as well as the standards of other industry fora, are refereneed herein.
"Automatic Location Identification" or "ALI" is the automatic display at the Public Safety
Answering Point (PSAP) or the caller's telephone number, the address/location of the telephone
and supplementary emergency services information for Enhanced 911 (E911).
"Basic Exchange Telecommunications Service" means, unless otherwise defined in
Commission rules and then it shall have the meaning set forth therein, a service offered to End
User Customers which provides the End User Customer with a telephonic connection to, and a
unique local telephone number address on, the public switched telecommunications network,
and which enables such End User Customer to generally place calls to, or receive calls from,
other stations on the public switched telecommunications network. Basic residence and
business line services are Basic Exchange Telecommunications Services. As used solely in the
context of this Agreement and unless otherwise agreed, Basic Exchange Telecommunications
Service includes access to ancilary services such as 911, Directory Assistance (DA) and
Operator Services (OS).
July 20, 2011/mms/365 Wireless/ID/CDS-110719-0004
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DocuSign Envelope ID: D53DA21D-619A-4B44AFOE-67A5D1C5FE6F
Section 4
Definitions ."Bil Date" means the date on which a Billng period ends, as identified on the bilL.
"Billing" 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 "BLV/BLI Traffc" 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 rCCS") parameter, which
refers to the ten digit number transmitted through a network identifying the callng party.
Reference Qwest Technical Publication 77342.
"Carriet' or "Common Carriet' 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 Biling 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 Offce" means a building or a space within a building where transmission facilities or
circuits are connected or switched.
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"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") are used to connect and switch trunk circuits
between and among other End Ofice Switches. Wireless Carriets Switch(es) shall be
considered Tandem Office Switch(es) to the extent such Switch(es) serve(s) a comparable
geographic area as Qwests Tandem Office Switch. A fact-based consideration by the
Commission of geography should be used to classify any switch on a prospective basis.
"Charge Numbet' (ChN) is a Common Channel Signaling parameter, which refers to the
number, transmitted through the network identifying the Biling number of the callng party.
Charge Number frequently is not the Calling Party Number (CPN).
"Collocation" is an arrangement where Qwest provides space in Qwest Premises for the
placement of WSP's equipment to be used for the purpose of Interconnection.
"Commercial Mobile Radio Service" or "CMRS" is defined in 47 U.S.C. Section 332 and FCC
rules and orders interpreting that statute.
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Section 4
Definitions
"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,
ancillary services, or resale of Telecommunications Services. CLEC is an entity authorized to
provide local Exchange Service that does not otherwise qualify as an Incumbent Local
Exchange Carrier (ILEG).
"Confidential Information" shall have the meaning set forth in Section 5.16.
"Connecting Facility 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 will interconnect with the incumbent Telecommunications Carrier.
"Cross Connection" is a cabling scheme between cabling runs, subsystems, and equipment
using patch cords or jumper wires that attach to connection hardware on each end.
"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 Qwest owned or controlled facilities cease, and
WSP, End User Customer, premises owner or landlord ownership or control of facilities begin.
"Dialing Parity" shall have the meaning set forth in Section 14.1.
"Digital Signal Level" means one of several transmission rates in the time-division multiplex
hierarchy.
"Digital Signal Level 0" or "DSO" is the 64 Kbps standard speed for digitizing one voice
conversation using pulse code modulatìon. There are 24 DSO channels in a DS1.
"Digital Signal Level 1" or "DS1" means the 1.544 Mbps first-level signal in the time-division
multiplex hierarchy. In the time-division multiplexing hierarchy of the telephone network, DS1 is
the initial level of multiplexing. There are 28 DS1 s 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
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Section 4
Definitions .systems in separate companies. Electronic Bonding allows electronic access to services which
have traditionally been handled through manual means. The heart of Electronic Bonding is
strict adherence to both International and National standards. These standards define the
communication and data protocols allowing all organizations in the world to exchange
information.
"End User Customer" means a third part retail Customer that subscribes to a
Telecommunications Service provided by either of the Parties or by another Carrier or by two or
more Carriers.
"Environmental Hazard" means any substance the presence, use, transport, abandonment or
disposal of which (i) requires investigation, remediation, compensation, fine or penalty under
any Applicable Law (including, without limitation, the Comprehensive Environmental Response
Compensation and Liability Act, Superfund Amendment and Reauthorization Act, Resource
Conservation Recovery Act, the Occupational Safety and Health Act and provisions with similar
purposes in applicable foreign, state and local jurisdictions) or (ii) poses risks to human health,
safety or the environment (including, without limitation, indoor, outdoor or orbital space
environments) and is regulated under any Applicable Law.
"Exchange Access" shall have the same meaning as in the Act.
"Exchange Message Interface" or "EMI" means the format used for exchange of
Telecommunications message information among Telecommunications Carriers. It is
referenced in the Alliance for Telecommunications Industr Solutions (ATIS) document that
defines industry guidelines for the exchange of message records.
"Exchange Service" or "Extended Area Service (EAS)/Local Traffic" means traffc that is
originated by a Wireline end user and terminated within the Local Calling Area as defined in
Owests Southern Idaho and Northern Idaho Exchange and Network Services Catalogs.
"FCC" means the Federal Communications Commission.
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"Firm Order Confirmation Date" or "FOC" means the notice Owest provides to WSP to confirm
that WSP's Access Service Order (ASR) has been received and has been successfully
processed. The FOC confirms the schedule of dates committed to by Owest for the
provisioning of the service requested.
"Individual Case Basis" or "ICB" shall have the meaning set forth in Exhibit i.
"Information Service" is the offering of a capabilty for generating, acquiring, storing,
transforming, processing, retrieving, utilizing, or making available information via
Telecommunications, and includes electronic publishing, but does not include any use of any
such capability for the management, control, or operation of a Telecommunications system or
the management of a Telecommunications Service.
"Information Services Providers" or "ISPs" are providers of Information Services.
"Integrated Digital Loop Carrier" means a subscriber loop carrier system, which integrates
multiple voice channels within the Switch on a DS11evei signaL.
"Intercarrier Compensation Credit" is a monetary credit for two-way Wireline to Wireless traffic
which is originated by a Owest Wireline End User Customer within the LATA, transported by
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Section 4
Definitions
Qwest, and terminates to WSP's Wireless End User Customer within the MT A area. When
more than two (2) Carriers are involved in transporting a call, Intercarrier Compensation Credit
does not apply.
"Interconnection" is as described in the Act and refers to the connection betwen networks for
the purpose of transmission and routing of traffic.
"Interconnection Agreement" or "Agreemenf' 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.
"Interexchange Service" means telecommunications service between stations in different
exchange areas. Modification of Final Judgment, § IV(K), reprinted in United States v. Am. Tel.
& Tel. Co., 552 F. Supp. 131,229 (D.D.C. 1982) (defining "interexchange telecommunications"
as "telecommunications between a point or points located in one exchange telecommunications
area and a point or points located in one or more other exchange areas or a point outside an
exchange area").
"lnterLATA " describes Telecommunications traffic between a point located in a Local Access
and Transport Area ("LATA") and a point located outside such area.
"lnterMTA" describes Wireless Telecommunications Services originating in one MTA and
terminating in another MT A.
"lnterMTA Factors" are factors that are used in intercarrier compensation to determine InterMTA
and I nterMT A Roaming MOUs when WSP's End User Customer is initiating (M-L) or terminating
(L-M) a call in another MTA.
"Internet Service Provider. Bound" or "ISP-Bound" refers only to the traffic delivered to an
Internet Service provider for which the FCC prescribed intercarrier compensation in the
Intercarrier Compensation for ISP-Bound Traffic, CC Docket No. 99-68, Order on Remand and
Report'and Order, 16 FCC Rcd 9151 (2001)(the "ISP Remand Ordet'). Such traffic does not
include traffic delivered to an Internet Service provider located in a different local calling area
than the callng part.
"lntraLATA" describes Telecommunications functions originating and terminating in the same
LATA.
"lntraLATA Toll" describes IntraLATA traffic outside the Local Callng Area.
"lntraMTA" describes Wireless Telecommunication Services that originate and terminate in the
same MTA.
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Section 4
Definitions ."Local Access and Transport Area" or "LATA" is as defined in the Act.
"Local Calling Area" is a geographically defined area as established by the effective tariffs of
Qwest, as approved by the Commission.
"Local Exchange Carrier" (LEG) means any Carrier that is engaged in the provision of telephone
Exchange Service or Exchange Access. Such term does not include a Carrier insofar as such
Carrier is engaged in the provision of a commercial mobile service under Section 332(c) of the
Act, except to the extent that the FCC finds that such servieéshould be included in the definition
of such term.
"Local Exchange Routing Guide" or "LERG" means a Telcordia Technologies Reference
Document used by LECs and IXCs to identify NPA-NXX routing and homing information as well
as Network Element and equipment designations.
"Local Number Portability" or "LNP" shall have the meaning set forth in Section 9.1.1.1.
"Local Service Request" or "LSR" means the industry standard forms and supporting
documentation used for ordering local services.
"Local Tandem Switch" is a Qwest switch used to connect and switch trunk circuits between
End Office Switches for traffic within an EAS/Local callng area.
"Location Routing Number" or "LRN" means a unique ten- (10)-digit number assigned to a
Central Office Switch in a defined geographic area for call routing purposes. This ten- (10)-digit
number serves as a network address and the routing information is stored in a database.
Switches routing calls to subscribers whose telephone numbers are in portable NXXs perform a
database query to obtain the Location Routing Number that corresponds with the Switch serving
the dialed telephone number. Based on the Location Routing Number, the querying Carrier then
routes the call to the Switch serving the ported number. The term "LRN" may also be used to
refer to a method of LNP.
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"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 (MT A)" is a geographic area established in Rand McNally 1992
Commercial Atlas and Marketing Guide and used by the FCC in defining CMRS license
boundaries for CMRS providers for purposes of Sections 251 and 252 of the Act.
"Meet Point" is a point of Interconnection between two networks, designated by two
Telecommunications Carriers, at which one Carrier's responsibility for service begins and the
other Carrier's responsibility ends.
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Section 4
Definitions
"Meet-Point Billng" or "MPB" or "Jointly Provided Switched Access" or "JPSA" refers to an
arrangement whereby two (2) or more Telecommunications Carriers (including a LEC and WSP)
receive traffic in the same LATA that the call is to be terminated in or originated from, and jointly
provide Switched Access Service to an Interexchange Carrier, with each LEC (or WSP) biling
and receiving, if applicable, an appropriate share of the revenues from the IXC as defined by the
effective Switched Access Tariff or, if applicable, WSP contract.
"Mid-Span Meet" means an Interconnection between two (2) networks, designated by two (2)
Telecommunications Carriers, whereby each provides its own cable and equipment up to the
Meet Point of the cable facilities.
"Mid-Span Meet POi" A Mid-Span Meet POI is a negotiated Point of Interface, limited to the
Interconnection of facilities between the Qwest Serving Wire Center location and the location of
the WSP switch or other equipment located within the area served by the Qwest Serving Wire
Center.
"Miscellaneous Charges" mean charges that apply for miscellaneous services provided at
WSP's request or based on WSP's actions that result in miscellaneous services being provided
by Qwest, as described in this Agreement.
"Multiple Exchange Carrier Access Biling" or "MECAB" refers to the document prepared by the
Biling Committee of the Ordering and Billing 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 Billng 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 MECOD document, published by ATIS (0404120-0006),
establishes recommended guidelines for processing orders for access service which is to be
provided by two or more Telecommunications Carriers (including a WSP, LEC and/or a WSP).
"Multiplexing" or "MUX" means the function which converts a 44.736 MBPS DS3 channel to 28
1.544 MBPS DS1 channels or a 1.544 DS1 channel to 24 DSO channels utilizing time division
Multiplexing.
"N-1 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.
"Number Portability Administration Center" or "NPAC" means one (1) of the seven (7) regional
number portability centers involved in the dissemination of data associated with ported
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Section 4
Definitions .numbers. The NPACs were established for each of the seven (7) original Bell Operating
Company regions so as to cover the fifty (50) states, the District of Columbia and the U.S.
territories in the North American Numbering Plan area.
"Numbering Plan Area" or "NPA" is also sometimes referred to as an area code. It is a unique
three-digit indicator that is defined by the "A," "B" and "C" digits of each 10-digit telephone
number within the NANP. Each NPA contains 800 possible NXX Codes. There are two (2)
general categories of NPA: "Geographic NPA" is associated with a defined geographic area
and all telephone numbers bearing such NPA are associated with services provided within that
geographic area. A "Non-Geographic NPA," also known as a "Service Access Code" (SAC
Code), is typically associated with a specialized Telecommunications Service which may be
provided across multiple geographic NPA areas; SOD, Toll Free Service NPAs, 700, and 900 are
examples of Non-Geographic NPAs.
"NXX," "NXX Code," "Central Office Code," or "CO Code" is the three- (3)-digit Switch entity
code which is defined by the "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.
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"Operator Tandem" means a Qwest switching system that provides a traffic concentration and
distribution function for Qwest operator assisted traffc.
"Ordering and Billing 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 Billng.
"Originating Line Information Parameter" or "OLIP" is a CCS SS7 signaling parameter that
identifies the line class of service, Le., originating screening and routing translation.
"Parity" means the provision of non-discriminatory access to Interconnection and other services
provided under this Agreement to the extent legally required on rates, terms and conditions that
are non-discriminatory, just and reasonable. Where Technically Feasible, the access provided
by Qwest will be provided in "substantially the same time and manner" to that which Qwest
provides to itself, its End User Customers, its Affiliates or to any other party.
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"Party" means either Qwest or WSP and "Parties" means Qwest and WSP.
"Percent Local Usage (PLU) Factors" are percentages used in the Qwest intercarrier
compensation credit method in determining Minutes of Use (MOU) for Land to Mobile (L-M) and
Mobile to Land (M-L) traffc based on Qwest measured M-L traffic.
"PLU 1" is a factor for determining the total L-M and M-L MOUs between Qwest and WSP
based on M-L traffic measured by Qwest.
"PLU 2A" is a factor for determining Qwest originated L-M MOUs terminating onWSP's network
subject to intercarrier compensation.
"PLU 2B" is a factor for determining the portion of Qwest originated traffic that rides the Type 2
facility between Qwests Tandem Switches or End Office Switches and WSP's POI for
calculation of the facilities credit to WSP.
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Section 4
Definitions
"Person" is a general term meaning an individual or association, corporation, firm, joint-stock
company, organization, partnership, trust or any other form or kind of entity.
"Point of Interface" "Point of Interconnection" or "POI" is a physical demarcation between the
networks of two LECs (including a LEC and WSP). The POI is that point where the exchange of
traffic takes place. "Point of Presence" or "POP" means the Point of Presence of an IXC.
"Port" is an action relating to porting a telephone number from one central office switch to
another central office switch using Local Number Portability.
"Premises" refers to Qwests Central Offces and Serving Wire Centers; all buildings or similar
structures owned, leased, or otherwise controlled by Qwest that house its network facilities; all
structures that house Qwest facilities on public rights-of-way; and all land owned, leased, or
otherwise controlled by Qwest that is adjacent to these Central Offices, Wire Centers, buildings
and structures.
"Product Catalog" or "PCA T" is a Qwest document that provides information needed to request
services available under this Agreement. The PCAT is available on Qwests web site:
htlp:llww.gwest.com/wholesale/pcatlwirelesstype2.html
"Proprietary Information" shall have the same meaning as Confidential Information
"Provisioning" involves the exchange of information between Telecommunications Carriers
where one executes a request for a set of products and services from the other with attendant
acknowledgments and status reports.
"Public Safety Answering Point" or "PSAP" is the public safety communications center where
911/E911 calls for a specific geographic area are answered.
"Public Switched Network" includes all Switches and transmission facilities, whether by wire or
radio, provided by any Common Carrier including LECs, IXCs and CMRS providers that use the
NANP in connection with the provision of switched services.
"Rate Centet' identifies 1) the specific geographic point identified by specific vertical and
horizontal (V&H) coordinates, which are used to measure distance sensitive End User
Customer traffic to/from the particular NPA-NXX designations with the specific Rate Center, and
2) the corresponding geographic area which is associated with one or more particular NPA-NNX
codes which have been assigned to a LEC for its provision of Telephone Exchange Service.
"Roaming" is defined as a Telecommunications Service occurring when the End User Customer
of one CMRS provider utilizes the facilities of another CMRS provider. Most often, Roaming
occurs when the End User Customer is physically located outside the service area of his or her
service provider.
"Service Control Point" or "SCP" means a node in the CCS network to which information
requests for service handling, such as routing, are directed and processed. The SCP is a real
time database system that, based on a query from a Service Switching Point (SSP), performs
End User Customer or application-specific service logic and then sends instructions back to the
SSP on how to continue call processing.
"Service Switching Point" or "SSP" is a telephone switch that performs call processing on traffic
that originates, Tandems, or terminates at that site. Such call processing includes the
generation of SS? messages to transfer call-related information to other SSPs and sending a
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Section 4
Definitions .query to an SCP for instructions on call routing. SSPs are interconnected by SS7 links.
"Serving Wire Center" denotes the Owest building from which dial tone for local Exchange
Service would normally be provided to a particular End User Customer Premises.
"Signaling System 7" or "SS7" is an out-of-band signaling protocol consisting of four basic sub-
protocols:
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 Capabilities 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 Offce 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 D, 8XX
access, and 900 access and their successors or similar Switched Access Services.
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"Tariff' as used throughout this Agreement refers to Owest interstate Tariffs and state Tariffs,
price lists and price schedules.
"Technically Feasible" Interconnection, Collocation, and other methods of achieving
Interconnection at a point in the network shall be deemed Technically Feasible absent technical
or operational concerns that prevent the fulfillment of a request by a Telecommunications
Carrier for such Interconnection, access, or methods. A determination of technical feasibility
does not include consideration of economic, accounting, Billng, space, or site concerns, except
that space and site concerns may be considered in Circumstances where there is no possibility
of expanding the space available. The fact that an incumbent LEC must modify its facilities or
equipment to respond to such request does not determine whether satisfying such request is
Technically Feasible. An incumbent LEC that claims that it cannot satisfy such request because
of adverse network reliability impacts must prove to the Commission by clear and convincing
evidence that such Interconnection, access, or methods would result in specific and significant
adverse network reliability impacts.
"Telecommunications" means the transmission, between or among points specified by the user,
of information of the user's choosing, without change in the form or content of the information as
sent and received.
"Telecommunications Carrier" means any provider of Telecommunications Services, except that
such term does not include aggregators of Telecommunications Services (as defined in Section
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Section 4
Definitions
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 facilities 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 facilities (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,
i.e., 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 traffc 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 Carriets network and/or its end user(s).
"Trouble Isolation Charge" - see "Maintenance of Service."
"Trunk Group Servicing Request "TGSR" is the notification the Qwest Trunk Forecasting Group
sends to the Service Delivery Center to advise of blocking conditions on Carrier trunk groups.
"Waste" means all hazardous and non-hazardous substances and materials which are intended
to be discarded, scrapped or recycled, associated with activities WSP or Qwest or their
respective contractors or agents perform at Work Locations. It shall be presumed that all
substances or materials associated with such activities, that are not in use or incorporated into
structures (including without limitation damaged components or tools, leftovers, containers,
garbage, scrap, residues or by-products), except for substances and materials that WSP, Qwest
or their respective contractors or agents intend to use in their original form in connection with
similar activities, are Waste. Waste shall not include substances, materials or components
incorporated into structures (such as cable routes) even after such components or structures
are no longer in current use.
"Wire Center" means the location of a Qwest local switching facility containing one or more
Central Offices, as defined in the Appendix to Part 36, Chapter 1 of Title 47 of the Code of
Federal Regulations. Wire Center boundaries define the area in which all End User Customers
served by a given Wire Center are located. "Wireless" for the purposes of this Agreement, are
Telecommunications Services provided by a 2-way CMRS Carrier in accordance with its CMRS
Iicense(s). This includes both cellular and personal communications service providers.
"Wireless Interconnection Service" or ("WIS)" is the Qwest product name for Interconnection as
described in Section 6 of this Agreement.
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Section 4
Definitions ."Wireless Interconnection Service (WLS) Entrance Facility" 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 Traffic" 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 landline network where
the End User Customers are stationary.
"Work Locations" means any real estate that WSP or Qwest, as appropriate, owns, leases or
licenses, or in which it holds easements or other rights to use, or does use, in connection with
this Agreement.
Terms not otherwise defined here but defined in the Act and the orders and the rules
implementing the Act, shall have the meaning defined there. The definition of terms that are
included here and are also defined in the Act, or its implementing orders or rules, are intended
to include the definition as set forth in the Act and the rules implementing the Act..
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Section 5
Terms and Conditions
SECTION 5.0 - TERMS AND CONDITIONS
5.1 General Provisions
5.1.1 Intentionally Left Blank.
5.1.2 The Parties are each solely responsible for participation in and compliance with
national network plans, including the National Network Security Plan and the Emergency
Preparedness Plan.
5.1.3 Neither Party shall use any service related to or use any of the services provided
in this Agreement in any manner that interferes with other Persons in the use of their service,
prevents other Persons from using their service, or otherwise impairs the quality of service to
other Carriers or to either Party's End User Customers. In addition, neither Party's provision of
or use of services shall interfere with the services related to or provided under this Agreement.
5.1.3.1 If such impairment is material and poses an immediate threat to the
safety of either Party's employees, Customers or the public or poses an immediate
threat of a service interruption, that Party shall provide immediate notice by email to the
other Party's designated representative(s) for the purposes of receiving such notification.
Such notice shall include 1) identification of the impairment (including the basis for
identifying the other Party's facilities as the cause of the impairment), 2) date and
location of the impairment, and 3) the proposed remedy for such impairment for any
affected service. Either Party may discontinue the specific service that violates the
provision or refuse to provide the same type of service if it reasonably appears that the
particular service would cause similar harm, until the violation of this provision has been
corrected to the reasonable satisfaction of that Party and the service shall be reinstituted
as soon as reasonably possible. The Parties shall work cooperatively and in good faith
to resolve their differences. In the event either Party disputes any action that the other
Party seeks to take or has taken pursuant to this provision, that 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 interference, the other Party
shall provide written notice within five (5) Days of such impairment to the other Party and
such notice shall include the information set forth in subsection 5.1.3.1. The Parties
shall work cooperatively and in good faith to resolve their differences. If the impairment
has not been corrected or cannot be corrected within five (5) business days of receipt of
the notice of non-compliance, the other Party may pursue immediate resolution by
expedited or other Dispute Resolution.
5.1.3.3 If either Party causes non-service impacting impairment the other Party
shall provide written notice within fifteen (15) Days of the impairment to the other Party
and such notice shall include the information set forth in subsection 5.1.3.1. The Parties
shall work cooperatively and in good faith to resolve their differences. If either Party fails
to correct any such impairment within fifteen (15) Days of written notice, or if such non-
compliance cannot be corrected within fifteen (15) Days of written notice of non-
compliance, and if the impairing Party fails to take all appropriate steps to correct as
soon as reasonably possible, the other Party may pursue immediate resolution by
expedited or other Dispute Resolution.
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Section 5
Terms and Conditions .5.1.3.4 It is the responsibilty of either Part 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
liability of either Party for its failure to perform under this Agreement.
5.1.5 The Parties shall work cooperatively to minimize fraud associated with third-
number billed calls, calling card calls, and any other services related to this Agreement.
5.1.6 Nothing in this Agreement shall prevent either Party from seeking to recover the
costs and expenses, if any, it may incur in (a) complying with and implementing its obligations
under this Agreement, the Act, and the rules, regulations and orders of the FCC and the
Commission, and (b) the development, modification, technical installation and maintenance of
any systems or other infrastructure which it requires to comply with and to continue complying
with its responsibilities and obligations under this Agreement. Notwithstanding the foregoing,
Qwest shall not assess any charges against WSP for services, facilities, 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 capabilities currently provided hereunder, to be
provided hereunder, shall be priced in accordance with all applicable provisions of the Act and
the rules and order of the Federal Communications Commission and orders of the Commission.
5.2 Term of Agreement
5.2.1 This Agreement shall become effecive on 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.
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5.2.2 Upon expiration of the term of this Agreement, this Agreement shall continue in
full force and effect until superseded by a successor agreement in accordance with this Section
5.2.2. Any Party may request negotiation of. a successor agreement by written notice to the
other Party no earlier than one hundred sixty (160) Days prior to the expiration of the term, or
the Agreement shall renew on a month to month basis. The date of this notice will be the
starting point for the negotiation window under Section 252 of the Act. This Agreement will
terminate on the date a successor agreement is approved by the Commission. However,
nothing relieves WSP from fulfilling the obligations incurred under the prior Agreement.
5.3 Intentionally Left Blank
5.4 Payment
5.4 1 Amounts payable under this Agreement are due and payable within thirty (30)
Days after the date of invoice (Payment Due Date). If a Payment Due Date falls on a Sunday,
or on a holiday which is observed on a Monday, the payment date shall be the first non-holiday
day following such Sunday or holiday. If a Payment Due Date falls on a Saturday or on a
holiday which is observed on Tuesday, Wednesday, Thursday or Friday, the payment date shall
be the last non-holiday day preceding such Saturday or holiday. For invoices distributed
electronically, the date of invoice is the same as if the invoice were billed on paper, not the date
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Section 5
Terms and Conditions
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 Part 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 Biling 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 billed Party will be required to make full payment of all charges for
the services not disputed in good faith under this Agreement. Additionally, the Billing Party may
require a deposit (or additional deposit) from the billed Party, pursuant to this section. In
addition to other remedies that may be available at law or equity, the biled Party reserves the
right to seek equitable relief, including injunctive relief and specific performance.
5.4.3 The 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 Billng Party
wil notify the billed 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 billed Party's noncompliance
continues, nothing contained herein shall preclude the Billing Party's right to disconnect services
of the non-complying Party without further notice. For reconnection of the services to occur, the
billed Party will be required to make full payment of all past and current undisputed charges
under this Agreement for the services. Additionally, the Billing Party will request a deposit (or
recalculate the deposit) as specified in Section 5.4.5 and 5.4.7 from the billed Party, pursuant to
this Section. In addition to other remedies that may be available at law or equity, each Party
reserves the right to seek equitable relief, including injunctive relief and specific performance.
5.4.4 Should WSP or 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 Bill Date following the resolution. If the disputed charges
have been withheld and the dispute is resolved in favor of the disputing Party, the Billng
Party shall credit the bill of the disputing Party for the amount of the disputed charges
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Terms and Conditions .and any late payment charges that have been assessed no later than the second Bil
Date after the resolution of the dispute.
5.4.4.2 If a Party pays the disputed charges and the dispute is resolved in favor
of the Billng Party, no further action is required. 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 Party, the Billing Party will 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 the bil to be credited, pay the
remaining amount to the Billed Party.
(3) The interest calculated on the disputed amounts will be the same rate as latepayment 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 Billed Part fails to dispute a rate or charge within sixty (60) Days
following the invoice date on which the rate or charge appeared, adjustment wil be
made on a going-forward basis only, beginning with the date of the dispute.
5.4.5 In the event of a material adverse change in WSP's financial condition
subsequent to the Effective Date of this Agreement, Owest may request a security deposit. A
"material adverse change in financial condition" means WSP is a new WSP with no established
credit history, or is a WSP that has not established satisfactory credit with Owest, or the Party is
repeatedly delinquent in making its payments, or is being reconnected after a disconnection of
Service or discontinuance of the processing of orders by Owest due to a previous failure to pay
undisputed charges in a timely manner. Owest may require a deposit to be held as security for
the payment of charges before the orders from WSP will be provisioned and completed or
before reconnection of Service. "Repeatedly delinquent" means any payment of a material
amount of total monthly Billng 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 Billng. The
deposit may be adjusted by WSP's actual monthly average charges, payment history under this
Agreement, or other relevant factors, but in no event will the security deposit exceed five million
dollars ($5,000,000.00). The deposit may be an irrevocable bank letter of credit, a letter of
credit with terms and conditions acceptable to Owest, or some other form of mutually
acceptable security such as a cash deposit. Required deposits are due and payable within
thirty (30) Days after demand and non-payment is subject to Sections 5.4.2 and 5.4.3 of this
Agreement.
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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 will be credited to the
WSP's account or refunded, as appropriate, upon the earlier of the expiration of the term of the
Agreement or the establishment of satisfactory credit with Owest, which will generally be one full
year of timely payments of undisputed amounts in full by WSP. Upon a material change in
financial standing, including factors referenced in Section 5.4.5 above, WSP may request and
Owest will consider a recalculation of the deposit. The fact that a deposit has been made does
not relieve WSP from any requirements of this Agreement.
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Terms and Conditions
5.4.7 Qwest may review WSP's credit standing and modify the amount of deposit
required but in no event wil the maximum amount exceed the amount stated in 5.4.5 or another
amount, if approved by the Commission.
5.4.8 The late payment charge for amounts that are billed under this Agreement shall
be in accordance with Commission requirements.
5.49 WSP shall be responsible for notifying its End User Customers of any pending
disconnection of a service by WSP, if necessary, to allow those End User Customers to make
other arrangements for such services.
5.4.10 WSP must not remit payment for the Services with funds obtained through the
American Recovery and Reinvestment Act (or ARRA) or other similar stimulus grants or loans
that would obligate Qwest to provide certain information or perform certain functions unless
those functions and obligations are specifically agreed to by the parties in this Agreement or in
an amendment to this Agreement.
5.5 Taxes
5.5.1 Any federal, state, or local sales, use, excise, gross receipts, transaction or
similar taxes, fees or surcharges resulting from the performance of this Agreement shall be
borne by the Party upon which the obligation for payment is imposed under Applicable Law,
even if the obligation to collect and remit such taxes is placed upon the other Party. However,
where the selling Party is permitted by law to collect such taxes, fees or surcharges, from the
purchasing Party, such taxes, fees or surcharges shall be borne by the Party purchasing the
services. Each Party is responsible for any tax on its corporate existence, status or income.
Whenever possible, these amounts shall be 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 Part a proper resale tax exemption certificate as authorized or required by statute or
regulation by the jurisdiction providing said resale tax exemption. Until such time as a resale tax
exemption certificate is provided, no exemptions will be applied. If either Party (the Contesting
Party) contests the application of any tax collected by the other Party (the Collecting Part), the
Collecting Party shall reasonably cooperate in good faith with the Contesting Part's challenge,
provided that the Contesting Party pays any costs incurred by the Collecting Party. The
Contesting Party is entitled to the benefit of any refund or recovery resulting from the contest,
provided that the Contesting Party is liable for and has paid the tax contested.
5.6 Insurance
5.6.1 Each Party shall at all times during the term of this Agreement, at its own cost
and expense, carry and maintain the insurance coverage listed below with insurers having a
"Best's" rating of A-VII with respect to liability arising from that Party's operations for which that
Party has assumed legal responsibility in this Agreement. If either Party or its parent company
has assets equal to or exceeding ten bilion dollars ($10,000,000,000), that Party may utilize an
Affiliate captive insurance company in lieu of a "Best's" rated insurer. To the extent that the
parent company of a Party is relied upon to meet the ten billion dollar ($10,000,000,000) asset
threshold, such parent shall be responsible for the insurance obligations contained in this
Section 5.6.1, to the extent its affiliated Party fails to meet such obligations.
5.6.1.1 Workers' Compensation with statutory limits as required in the state of
operation and Employers' Liability insurance with limits of not less than one hundred
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Terms and Conditions .thousand dollars ($100,000) each accident.
5.6.1.2 Commercial General Liability insurance covering claims for bodily injury,
death, personal injury or property damage occurring or arising out of the use or
occupancy of the premises, including coverage for independent contractor's protection
(required if any work will be subcontracted), premises-operations, products and/or
completed operations and contractual liability with respect to the liability assumed by
each Party hereunder. The limits of insurance shall not be less than one million dollars
($1,000,000) each occurrence and two millon dollars ($2,000,000) general aggregate
limit.
5.6.1.3 Business automobile liability insurance covering the ownership, operation
and maintenance of all owned, non-owned and hired motor vehicles with limits of not
less than one million dollars ($1,000,000) per occurrence for bodily injury and property
damage.
5.6.1.4 Umbrella/Excess Liability insurance in an amount of ten millon dollars
($10,000,000) excess of Commercial General Liability insurance specified above. These
limits may be obtained through any combination of primary and excess or umbrella
liability insurance so long as the total limit is eleven million dollars ($11,000,000).
5.6.1.5 "All Risk" Property coverage on a full replacement cost basis insuring all
of WSP personal property situated on or within the Premises or Remote Premises.
5.6.2 Each Party wil initially provide certificate(s) of insurance evidencing coverage,
and thereafter wil provide such certificates upon request. Such certificates shall (1) name the
other Party as an additional insured under commercial general liability coverage; (2) indicate
that coverage is primary and not excess of, or contributory with, any other valid and collectible
insurance purchased by the other Party; and (3) acknowledge severability of interest/cross
liability coverage.
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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 military authority, government regulations,
embargoes, epidemics, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear
accidents, floods, work stoppages, power blackouts, volcanic action, other major environmental
disturbances, or unusually severe weather conditions (collectively, a Force Majeure Event).
Inability to secure products or services of other Persons or transportation facilities or acts or
omissions of transportation carriers shall be considered Force Majeure Events to the extent any
delay or failure in performance caused by these circumstances is beyond the Party's control and
without that Part'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.
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5.8 Limitation of Liability
5.8.1 Each Party's liability to the other Party for any loss relating to or arising out of any
act or omission in its performance under this Agreement, whether in contract, warranty, strict
liability, or tort, including (without limitation) negligence of any kind, shall be limited to the total
amount that is or would have been charged to the other Part by such breaching Part for the
service(s) or function(s) not performed or improperly performed. Each Party's liability to the
other Part for any other losses shall be limited to the total amounts charged to WSP under this
Agreement during the contract year in which the cause accrues or arises.
5.8.2 Neither Party shall be liable to the other for indirect, incidental, consequential, or
special damages, including (without limitation) damages for lost profits, lost revenues, lost
savings suffered by the other Party regardless of the form of action, whether in contract,
warranty, strict liability, tort, including (without limitation) negligence of any kind and regardless
of whether the Parties know the possibility that such damages could result.
5.8.3 Intentionally Left Blank.
5.8.4 Nothing contained in this Section shall limit either Party's liability to the other for
(i) willful or intentional misconduct or (ii) damage to tangible real or personal property
proximately caused solely by such Party's negligent act or omission or that of their respective
agents, subcontractors, or employees.
5.8.5 Nothing contained in this Section 5.8 shall limit either Part's obligations of
indemnification specified in this Agreement, nor shall this Section 5.8 limit a Party's liability for
failing to make any payment due under this Agreement.
5.9 Indemnity
5.9.1 The Parties agree that unless otherwise specifically set forth in this Agreement
the following constitute the sole indemnification obligations between and among the Parties:
5.9.1.1 Each of the Parties agrees to release, indemnify, defend and hold
harmless the other Party and each of its officers, directors, employees and agents (each
an Indemnitee) from and against and in respect of any loss, debt, liability, damage,
obligation, claim, demand, judgment or settlement of any nature or kind, known or
unknown, liquidated or unliquidated including, but not limited to, reasonable costs and
expenses (including attorneys' fees), whether suffered, made, instituted, or asserted by
any Person or entity, for invasion of privacy, bodily injury or death of any Person or
Persons, or for loss, damage to, or destruction of tangible property, whether or not
owned by others, resulting from the Indemnifying Party's breach of or failure to perform
under this Agreement, regardless of the form of action, whether in contract, warranty,
strict liabilty, or tort including (without limitation) negligence of any kind.
5.9.1.2 In the case of claims or loss alleged or incurred by an End User Customer
of either Party arising out of or in connection with services provided to the End User
Customer by the Part, the Party whose End User Customer alleged or incurred such
claims or loss (the Indemnifying Party) shall defend and indemnify the other Party and
each of its officers, directors, employees and agents (collectively the Indemnified Party)
against any and all such claims or loss by the Indemnifying Party's, End User Customers
regardless of whether the underlying service was provided by the Indemnified Part,
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Terms and Conditions .unless the loss was caused by the willful misconduct of the Indemnified Party. The
obligation to indemnify with respect to claims of the Indemnifying Party's End User
Customers shall not extend to any claims for physical bodily injury or death of any
Person or persons, or for loss, damage to, or destruction of tangible property, whether or
not owned by others, alleged to have resulted directly from the negligence or intentional
conduct of the employees, contractors, agents, or other representatives of the
Indemnified Party.
5.9.2 The indemnification provided herein shall be conditioned upon:
5.9.2.1 The Indemnified Party shall promptly notify the Indemnifying Party of any
action taken against the Indemnified Part relating to the indemnification. Failure to so
notify the Indemnifying Party shall not relieve the Indemnifying Party of any liability that
the Indemnifying Party might have, except to the extent that such failure prejudices the
Indemnifying Part's ability to defend such claim.
5.9.2.2 If the Indemnifying Part wishes to defend against such action, it shall
give written notice to the Indemnified Part of acceptance of the defense of such action.
In such event, the Indemnifying Part shall have sole authority to defend any such
action, including the selection of legal counsel, and the Indemnified Party may engage
separate legal counsel only at its sole cost and expense. In the event that the
Indemnifying Party does not accept the defense of the action, the Indemnified Party shall
have the right to employ counsel for such defense at the expense of the Indemnifying
Party. Each Party agrees to cooperate with the other Party in the defense of any such
action and the relevant records of each Part shall be available to the other Party with
respect to any such defense..
5.9.2.3 In no event shall the Indemnifying Party settle or consent to any judgment
pertaining to any such action without the prior written consent of the Indemnified Party.
In the event the Indemnified Party withholds consent, the Indemnified Party may, at its
cost, take over such defense, provided that, in such event, the Indemnifying Party shall
not be responsible for, nor shall it be obligated to indemnify the relevant Indemnified
Party against, any cost or liability in excess of such refused compromise or settlement.
5.10 Intellectual Propert
5.10.1 Except for a license to use any facilities 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 Part. 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 liability arising out of a claim that the use of facilities of the Indemnifying Party or services
provided by the Indemnifying Party provided or used pursuant to the terms of this Agreement
misappropriates or otherwise violates the intellectual propert rights of any third party. In
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addition to being subject to the provisions of Section 5.9.2, the obligation for indemnification
recited in this paragraph shall not extend to infringement which results from (a) any combination
of the facilities or services of the Indemnifying Party with facilities or services of any other
Person (including the Indemnified Party but excluding the Indemnifying Party and any of its
Affiliates), which combination is not made by or at the direction of the Indemnifying Party or (b)
any modification made to the facilities or services of the Indemnifying Party by, on behalf of or at
the request of the Indemnified Party and not required by the Indemnifying Party. In the event of
any claim, the Indemnifying Party may, at its sole option (a) obtain the right for the Indemnified
Party to continue to use the facility or service; or (b) replace or modify the facilty or service to
make such facility or service non-infringing. If the Indemnifying Party is not reasonably able to
obtain the right for continued use or to replace or modify the facility or service as provided in the
preceding sentence and either (a) the facility or service is held to be infringing by a court of
competent jurisdiction or (b) the Indemnifying Party reasonably believes that the facility or
service will be held to infringe, the Indemnifying Part shall notify the Indemnified Party and the
Parties shall negotiate in good faith regarding reasonable modifications to this Agreement
necessary to (1) mitigate damage or comply with an injunction which may result from such
infringement or (2) allow cessation of further infringement. The Indemnifying Party may request
that the Indemnified Party take steps to mitigate damages resulting from the infringement or
alleged infringement including, but not limited to, accepting modifications to the facilities or
services, and such request shall not be unreasonably denied.
5.10.3 To the extent required under applicable federal and state law, Owest shall use its
best efforts to obtain, from its vendors who have licensed intellectual property rights to Owest in
connection with facilities and services provided hereunder, licenses under such intellectual
property rights as necessary for WSP to use such facilities and services as contemplated
hereunder and at least in the same manner used by Owest for the facilities and services
provided hereunder. Owest shall notify WSP immediately in the event that Owest believes it
has used its best efforts to obtain such rights, but has been unsuccessful in obtaining such
rights.
5.10.3.1 Owest covenants that it wil not enter into any licensing agreements with
respect to any Owest facilities, equipment or services, including software, that contain
provisions that would disqualify WSP from using or interconnecting with such facilities,
equipment or services, including softare, pursuant to the terms of this Agreement.
Owest warrants and further covenants that it has not and wil not knowingly modify any
existing license agreements for any netwrk 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 facilities, equipment,
services or softare in Owests network provide Owest with indemnities covering
intellectual property liabilities and those indemnities allow a flow-through of protection to
third parties, Owest shall flow those indemnity protections through to WSP.
5.10.4 Except as expressly provided in this Intellectual Property Section, nothing in this
Agreement shall be construed as the grant of a license, either express or implied, with respect
to any patent, copyright, logo, trademark, trade name, trade secret or any other intellectual
property right now or hereafter owned, controlled or licensable by either Part. Neither Party
may use any patent, copyright, logo, trademark, trade name, trade secret or other intellectual
propert rights of the other Party or its Affiliates without execution of a separate agreement
between the Parties.
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Terms and Conditions .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 affliated with the other or its Affiliates; 2) it is
part of a joint business association or any similar arrangement with the other or its Affiliates; 3)
the other Party and its Affliates are in any way sponsoring, endorsing or certifying it and its
goods and services; or 4) with respect to its marketing, advertising or promotional activities or
materials, the goods and services are in any way associated with or originated from the other or
any of its Affiliates. Nothing in this paragraph shall prevent either Party from truthfully
describing the Network Elements it uses to provide service to its End User Customers, provided
it does not represent the Network Elements as originating from the other Party or its Affiliates in
any marketing, advertising or promotional activities or materials.
5.10.6 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 Party will infringe the Marks of the other.
5.11 Warranties
5.11.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES
AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE DOES NOT EXIST, ANY
WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THAT ALL
PRODUCTS AND SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS iS,'' WITH ALL
FAULTS.
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5.12 Assignment
5.12.1 Neither Party may assign or transfer (whether by operation of law or otherwise)
this Agreement (or any rights or obligations hereunder) to a third part without the prior written
consent of the other Party. Notwithstanding the foregoing, either Party may assign or transfer
this Agreement to a corporate Affliate or an entity under its common control; without the
consent of the other Party, provided that the performance of this Agreement by any such
assignee is guaranteed by the assignor. Any attempted assignment or. transfer that is not
permitted is void ab initio. Without limiting the generality of the foregoing, this Agreement shall
be binding upon and shall inure to the benefit of the Parties' respective successors and assigns.
5.12.2 In the event that Qwest transfers to any unaffiliated Party exchanges including
End User Customers that WSP serves in whole or in part through facilities or services provided
by Qwest under this Agreement, the transferee shall be deemed a successor to Qwests
responsibilities hereunder for a period of ninety (90) Days from notice to WSP of such transfer
or until such later time as the Commission may direct pursuant to the Commission's then
applicable statutory authority to impose such responsibilities either as a condition of the transfer
or under such other state statutory authority as may give it such power. In the event of such a
proposed transfer, Qwest shall use its best efforts to facilitate discussions between WSP and
the Transferee with respect to Transferee's assumption of Qwests obligations pursuant to the
temis of this Agreement.
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5.12.3 Nothing in this section is intended to restrict WSP's rights to opt into a Wireless
Interconnection Agreement under § 252(i) of the Act and 47 C.F.R. § 51.809.
5.13 Default
5.13.1 If either Party defaults in the payment of any amount due hereunder, or if either
Party violates any other material provision of this Agreement, and such default or violation shall
continue for thirty (30) Days after written notice thereof, the other Party may seek relief in
accordance with the Dispute Resolution provision of this Agreement. The failure of either Party
to enforce any of the provisions of this Agreement or the waiver thereof in any instance shall not
be construed as a general waiver or relinquishment on its part of any such provision, but the
same shall, nevertheless, be and remain in full force and effect.
5.14 Disclaimer of Agency
5.14.1 Except for provisions herein expressly authorizing a Party to act for another,
nothing in this Agreement shall constitute a Party as a legal representative or agent of the other
Party, nor shall a Part have the right or authority to assume, create or incur any liability or any
obligation of any kind, express or implied, against or in the name or on behalf of the other Party
unless otherwise expressly permitted by such other Party. Except as otherwise expressly
provided in this Agreement, no Part undertakes to perform any obligation of the other Party
whether regulatory or contractual, or to assume any responsibility for the management of the
other Party's business.
5.15 Severabilty
5.15.1 In the event that anyone or more of the provisions contained herein shall for any
reason be held to be unenforceable or invalid in any respect under law or regulation, the Parties
will negotiate in good faith for replacement language as set forth herein. If any part of this
Agreement is held to be invalid or unenforceable for any reason, such invalidity or
unenforceability will affect only the portion of this Agreement, which is invalid or unenforceable.
In all other respects, this Agreement 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 Part to the
other Party dealing with business or marketing plans End User Customer specific, facility
specific, or usage specific information, other than End User Customer information
communicated for the purpose of providing Directory Assistance or publication of directory
database, or (ii) in written, graphic, electromagnetic, or other tangible form and marked at the
time of delivery as "Confidential" or "Proprietary", or (iii) communicated and declared to the
receiving Party at the time of delivery, or by written notice given to the receiving Party within ten
(10) Days after delivery, to be "Confidential" or "Proprietary" (collectively referred to as
"Proprietary Information"), shall remain the property of the disclosing Party. A Party who
receives Proprietary Information via an oral communication may request written confirmation
that the material is Proprietary Information. A Part 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
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Terms and Conditions .correct an inadvertent failure to identify information as Proprietary Information by giving written
notification within thirt (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 Part, the receiving Party shall return all tangible
copies of Proprietary Information, whether written, graphic or otherwse, 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. 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 Part's Proprietary Information for any other purpose
except upon such terms and conditions as may be agreed upon between the Parties in writing.
Violations of these obligations shall subject a Party's employees to disciplinary action up to and
including termination of employment. If either Party loses, or makes an unauthorized disclosure
of, the other Party's Proprietary Information, it will notify such other Party immediately and usereasonable 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 Party without similar restrictions
on such third Person's rights; or
f) is approved for release by written authorization of the disclosing Party; or
g) is required to be disclosed by the receiving Part 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.
5.16.5 Nothing herein is intended to prohibit a Part from supplying factual information
about its network and Telecommunications Services on or connected to its networ~ to regulatory
agencies including the Federal Communications Commission and the Commission so long as
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Section 5
Terms and Conditions
any confidential obligation is protected. In addition either Part 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. Notwithstanding any other provision of this
Agreement, the Proprietary Information provisions of this Agreement shall apply to all
information furnished by either Party to the other in furtherance of the purpose of this
Agreement, even if furnished before the Effective Date.
5.16.7 Each Party agrees that the disclosing Party could be irreparably injured by a
breach of the confidentiality obligations of this Agreement by the receiving Party or its
representatives and that the disclosing Party shall be entitled to seek equitable relief, including
injunctive relief and specific performance in the event of any breach of the confidentiality
provisions of this Agreement. Such remedies shall not be deemed to be the exclusive remedies
for a breach of the confidentiality provisions of this Agreement, but shall be in addition to all
other remedies available at law or in equity.
5.16.8 Nothing herein should be construed as limiting either Party's rights with respect
to its own Proprietary Information or its obligations with respect to the other Party's Proprietary
Information under Section 222 of the Act.
5.16.9 Forecasts provided by either Party to the other Party shall be deemed
Confidential Information and the Parties may not distribute, disclose or reveal, in any form, this
material other than as allowed and described in subsections 5.16.9.1 and 5.16.9.2.
5.16.9.1 The Parties may disclose, on a need to know basis only, WSP individual
forecasts and forecasting information disclosed by Qwest, to Qwests legal personnel in
connection with their representation of Qwest in any dispute regarding the quality or
timeliness of the forecast as it relates to any reason for which WSP provided it to Qwest
under this Agreement, as well as to WSP's wholesale account managers, wholesale WIS
and Collocation product managers, network and growth planning personnel responsible
for preparing or responding to such forecasts or forecasting information. In no case shall
retail marketing, sales or strategic planning have access to this forecasting information.
The Parties will inform all of the aforementioned personnel with access to such
Confidential Information, of its confidential nature and will require personnel to execute a
nondisclosure agreement which states that, upon threat of termination, the
aforementioned personnel may not reveal or discuss such information with those not
authorized to receive it except as specifically authorized by law. Violations of these
requirements shall subject the personnel to disciplinary action up to and including
termination of employment.
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
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Section 5
Terms and Conditions .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 Part for acts or omissions prior to the
termination of this Agreement, and any obligation of a Part under the provisions regarding
indemnification, Confidential or Proprietary Information, limitations of liability, and any other
provisions of this Agreement which, by their terms, are contemplated to survive (or to be
performed after) termination of this Agreement, shall survive cancellation or termination hereof.
5.18 Dispute Resolution
5.18.1 The Parties will attempt in good faith to resolve through negotiation any dispute,
claim or controversy arising out of, or relating to, this Agreement. Either Party may give written
notice to the other Party of any dispute not resolved in the normal course of business. Each
Party will within seven (7) Days after delivery of the written notice of dispute, designate a vice-
president level employee or a representative with authority to make commitments to review,
meet, and negotiate, in good faith, to resolve the dispute. The Parties intend that these
negotiations be conducted by non-lawyer, business representatives, and the locations, format,
frequency, duration, and conclusions of these discussions wil be at the discretion of the
representatives. By mutual agreement, the representatives may use other procedures to assist
in these negotiations. The discussions and correspondence among the representatives for the
purposes of these negotiations wil be treated as Confidential Information (Confidential
Information) developed for purposes of settlement, and will be exempt from discovery and
production, and not be admissible in any subsequent proceedings without the concurrence of
both Parties.
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5.18.2 If the designated representatives have not reached a resolution of the dispute
within fifteen (15) Days after the written notice (or such longer period as agreed to in writing by
the Parties), then either Party may commence an action which will be brought before the
Commission or the FCC. If the claims are not within the jurisdiction or the scope of the statutory
authority of the Commission or the FCC, or if the Party commencing the action seeks a
judgment for money damages, including, but not limited to, payment of amounts billed, 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 if not, 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.
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Section 5
Terms and Conditions
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,
liabilities, fines, penalties and expenses (including reasonable attorneys' fees) that arise out of
or result from (i) any Environmental Hazard that the Indemnifying Party, its contractors or agents
introduce to the Work Locations or (ii) the presence or release of any.Environmental Hazard for
which the Indemnifying Part is responsible under Applicable Law.
5.20.2 In the event any suspect materials within Qwest-owned, operated or leased
facilities 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 environmental and health and
safety statutes and regulations. Except for abatement activities undertaken by WSP or
equipment placement activities that result in the generation of asbestos-containing material,
WSP does not have any responsibility for managing, nor is it the owner of, nor does it have any
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.
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Section 5
Terms and Conditions .
5.21 Notices
5.21.1 Any notices required by or concerning this Agreement shall be in writing and
shall be sufficiently given if delivered personally, delivered by prepaid overnight express service,
or sent by certified mail, return receipt requested, or by email where specified in this Agreement
to Qwest and WSP at the addresses shown below:
Qwest Corporation:
Director - Interconnection Agreements
930 15th Street, 6th Floor
Denver, CO 80202
Phone: [phone]
Fax: [phone]
Email: intagreetãgwest.com
With copy to:
Qwest Law Department
Wholesale Interconnection
1801 California Street, 9th Floor
Denver, CO 80202
Phone: [phone]
Email: Legal.nterconnectiontãgwest.com
WSP:
Tony D. Cash
General Counsel
365 Wireless, LLC
1500 Trotters Cove
Atlanta, GA 30338
Phone: [phone]
Email: legal(9365wireless.net
If personal delivery is selected to give notice, a receipt acknowledging such delivery must be
obtained. Each Party shall inform the other of any change in the above contact Person and/or
address using the method of notice called for in this Section 5.21.
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5.22 Responsibilty of Each Party
5.22.1 Each Party is an independent contractor, and has and hereby retains the right to
exercise full control of and supervision over its own performance of its obligations under this
Agreement and retains full control over the employment, direction, compensation and discharge
of all employees assisting in the performance of such obligations. Each Party will be solely
responsible for all matters relating to payment of such employees, including compliance with
social security taxes, withholding taxes and all other regulations governing such matters. Each
Party wil be solely responsible for proper handling, storage, transport and disposal at its own
expense of all (i) substances or materials that it or its contractors or agents bring to, create or
assume control over at Work Locations, and (ii) Waste resulting there from or otherwise
generated in connection with its or its contractors' or agents' activities at the Work Locations.
Subject to the limitations on liability and except as otherwise provided in this Agreement, each
Party shall be responsible for (i) its own acts and performance of all obligations imposed by
Applicable Law in connection with its activities, legal status and property, real or personal, and
(ii) the acts of its own Affiliates, employees, agents and contractors during the performance of
that Party's obligations hereunder.
5.23 No Third Part Beneficiaries
5.23.1 The provisions of this Agreement are for the benefit of the Parties and not for any
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Section 5
Terms and Conditions
other Person. This Agreement will not provide any Person not a Part to this Agreement with
any remedy, claim, liability, reimbursement, claim of action, or other right in excess of those
existing by reference in this Agreement.
5.24 Intentionally Left Blank
5.25 Publicity
5.25.1 Neither Party shall publish or use any publicity materials with respect to the
execution and delivery or existence of this Agreement without the prior written approval of the
other Party. Nothing in this section shall limit a Party's ability to issue public statements with
respect to regulatory or judicial proceedings.
5.26 Executed in Counterparts
5.26.1 This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original; but such counterparts shall together constitute one and the same
instrument.
5.27 Compliance
5.27.1 Each Party shall comply with all applicable federal, state, and local laws, rules
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 services
provided to the other Part under this Agreement comply with the Communications Assistance
Law Enforcement Act of 1994 (CALEA). Each Party shall indemnify and hold the other Party
harmless from any and all penalties imposed upon the other Party for such noncompliance and
shall at the non-compliant Party's sole cost and expense, modify or replace any equipment,
facilities or services provided to the other Party under this Agreement to ensure that such
equipment, facilities and services fully comply with CALEA.
5.29 Cooperation
5.29.1 The Parties agree that this Agreement involves the provision of Qwest services in
ways such services were not previously available and the introduction of new processes and
procedures to provide and bil such services. Accordingly, the Parties agree to work jointly and
cooperatively in testing and implementing processes for pre-ordering, ordering, maintenance,
Provisioning and Billng and in reasonably resolving issues which result from such
implementation on a timely basis. Electronic processes and procedures are addressed in
Section 12 of this Agreement.
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Section 5
Terms and Conditions .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 Part 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
Interconnection
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 traffc exchange will be mutual and reciprocal and all traffic exchanged
between the Parties must be provisioned pursuant to this Agreement. Qwest will 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 traffic. Qwests Wireless Interconnection Service is provided for the purpose of
connecting End Office Switches to End Office Switches or End Office Switches to Local or
Access Tandem Switches for the exchange of IntraMTA Traffc; or End Office switches to
Access Tandem Switches for the exchange of InterMTA or Wireless Switched Access Traffic.
New or continued Qwest Local Tandem to Qwest Access Tandem and Qwest Access Tandem
to Qwest Access Tandem Switch connections are not required where Qwest can demonstrate
that such connections present a risk of Switch exhaust and that Qwest does not make similar
use of its network to transport the local calls of its own or any Affiliate's End User Customers.
6.1.1.1 Qwest wil provide to WSP I nterconnection at least equal in quality to that
provided to itself, to any subsidiary, Affliate, 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 will provide Interconnection under rates, terms and conditions that
are just, reasonable and non-discriminatory.
6.1.2 Methods of Interconnection
6.1.2.1 The Parties will negotiate the facilities arrangement used to interconnect
their respective networks. WSP shall establish at least one (1) physical Point of
Interconnection in 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 DS1 or DS3 Qwest
Provided WIS Entrance Facility; (2) Collocation; (3) negotiated Mid-Span Meet POI
facilities; or (4) Other technically feasible methods of Interconnection via the Bona Fide
Request (BFR) process unless a particular arrangement has been previously provided to
a third party, or is offered by Qwest as a product.
6.1.2.1.1 Qwest Provided WIS Entrance Facility. Interconnection may be
accomplished through the provision of a DS1 or DS3 WIS Entrance Facility of
WSP's determination. A WIS Entrance Facility 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 Facilities may not extend beyond the
area served by the Qwest Serving Wire Center. The rates for Qwest-provided
WIS Entrance Facilities are provided in Exhibit A. Qwests private line transport
service is available as an alternative to WIS Entrance Facilities, when WSP uses
such private line transport service for multiple services.
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Section 6
Interconnection .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 facilities used
will be subject to negotiations between the Parties. Each Party will be responsible for its
portion of the build to the Mid-Span Meet POi. These Mid Span Meet pals wil consist
of facilities used for the exchange of traffic and joint provisioning of Telecommunications
Services to End User Customers and other Telecommunications Carriers, as well as
Ancillary trunks such as 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 traffic 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 traffic. Where either Party interconnects and delivers traffc to the
other from third parties, each Part 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.
.
6.2.1.2 The traffic types to be exchanged under this Agreement include:
6.2.1.2.1
6.2.1.2.2
6.2.1.2.3
6.2.1.2.4
IntraMTA traffic as defined in this Agreement.
InterMTA traffic as defined in this Agreement.
Intentionally Left Blank.
Wireless Switched Access Traffc as defined in this Agreement.
6.2.1.2.5 For purposes of the Agreement, Transit Service does not include
traffc carried by Interexchange Carriers. That traffc 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
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Section 6
Interconnection
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 billing or trunking requirements includes, but are not
limited to, the following:
6.2.1.4.1 Ancillary trunks for:
6.2.1.4.1.1 Directory Assistance
6.2.1.4.1.2 911/E911
6.2.1.4.1.3 Multi Frequency (MF) Wireless Switched Access
Traffic and Assistance Operator Services
6.2.1.4.1.4 Multi Frequency (MF) Wireless Switched Access
Traffic Toll Free Services; and
6.2.1.4.1.5 ISP Bound Traffic.
6.2.1.5 Toll Blocking Service is a Selective Class of Call Screening (CustomNet).
Selective Class of Call Screening restricts, by operator screen identification, outgoing toll
calls from trunks to collect, third party biled, and/or credit card calls only. Direct dialed
calls to Directory Assistance, 800/877/888, E911/911, 950, and Qwest Repair are
permitted. It is available when WSP sends its traffic on outgoing Ancilary Trunks.
6.2.1.6 Biled Number Screening allows WSP the capability of restricting
incoming collect and/or third number billed calls from being billed to their Ancilary
Trunks. Although these lines are outgoing trunks, the capability does exist to terminate
a collect and/or third number biled call to the line. Other long distance companies may
or may not subscribe to Billng Validation or recognize the biled number screening
indicator. Therefore, calls placed on other long distance company networks may
complete and bill 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 will be terminated as Wireless Type 2
Interconnection Service.
6.2.2.1.2 As negotiated between the Parties, the transport of IntraMTA
Traffic may occur in several ways:
6.2.2.1.2.1 One-way or two-way trunk groups may be
established. However, if either Part elects to provision its own
one-way trunks for delivery of IntraMTA traffic to be terminated on
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Section 6
Interconnection .the other Party's network, the ordering Party will provision its own
one-way trunks. The Part ordering one-way trunks will choose
the POI location for such one-way trunks.
6.2.2.1.2.2 WSP may purchase transport services from
Qwest or from a third party, including a third party that has leased
the private line transport service facility from Qwest. Such
transport provides a facility 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 (i.e., 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 utilizes the other Party's Tandem Switch for the
exchange of IntraMTA traffic, where there is a DS1's worth of traffc (512 CCS)
between the originating Party's End Office Switch delivered to the other Party's
Tandem Switch for delivery to one (1) of the other Party's End Office Switches,
the originating Party will order a direct trunk group to the other Party's End Offce
Switch. To the extent that WSP has established a Collocation arrangement at a
Qwest End Office Switch location, and has available capacity, WSP may, at its
sole option, provide two-way direct trunk facilities from that End Office Switch to
WSP's Switch.
6.2.2.1.4 Type 2 ordered to a Tandem Switch wil be provided as direct
trunked transport between the Serving Wire Center of the WSP's POI and the
Tandem Switch. Tandem transmission rates, as specified in Exhibit A of this
Agreement, wil apply to the transport provided from the Tandem Switch to
Qwests End Office Switch.
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6.2.2.1.5 If direct trunked transport is greater than fifty (50) miles in length,
and existing facilities are not available in either Party's network, and the Parties
have not been able to resolve the issue through Mid-Span Meet arrangements,
and the Parties cannot agree as to which Part wil provide the facility, the
Parties may bring the matter before the Commission for resolution on an
I ndividual 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 traffic destined for WSP's End User
Customers via direct trunking where direct trunking has been established. In the
event that direct trunking has not been established, such traffc shall be routed
via a Qwest Tandem Switch.
6.2.2.2 InterMT A Traffc
6.2.2.2.1 InterMTA Traffic will be exchanged over Type 2 facilities and
usage wil be rated using the Qwests FCC's Access Tariff and the applicable
switched Access rates.
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Section 6
Interconnection
6.2.2.3 Transit Traffc
6.2.2.3.1 Owest wil accept traffic originated by WSP's network and/or its
end user(s) for termination to other Telecommunications Carrier's network and/or
its end user(s) connected to Owests Switch. Owest wil also terminate traffc
from these other Telecommunications Carriers' networks and/or its end users to
WSP's network and/or its end users. For purposes of the Agreement, transit
traffc does not include traffc carried by Interexchange Carriers. Such traffc is
defined in Section 6.5 as Owests Wireless Switched Access Traffic.
6.2.2.3.2 All transit traffic will be delivered to each involved network with
CCS/SS? protocol and the appropriate ISUPITCAP messages to facilitate full
interoperability and billng functions.
6.2.2.3.3 The originating company is responsible for payment of appropriate
rates to the transit company and to the terminating company. The Parties agree
to enter into traffic exchange agreements with third party Telecommunications
Carriers prior to delivering traffc to be transited to third party
Telecommunications Carriers. In the event one Part originates traffc that
transits the second Part's network to reach a third party Telecommunications
Carrier with whom the originating Party does not nave a traffic exchange
agreement, then the originating Party wil indemnify, defend and hold harmless
the second Party against any and all charges levied by such third party
Telecommunications Carrier, including any termination charges related to such
traffc and any attorneys fees and expenses
6.2.2.3.4 When Owest receives an unqueried call from WSP to a telephone
number that has been Ported to another local services provider, the transit rate
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 Calling
Area but in a different state than the call originated, and the WSP does not have
an agreement with Owest in the state where the transit call terminated, WSP
must execute an agreement for that state if it is a state served by Owest. In the
absence of such agreement, the transit rate in Exhibit A of this Agreement wil be
billed to the WSP.
6.2.2.4. Owests Wireless Switched Access Traffic (See Section 6.5)
6.2.2.5 Interface Code Availability
Supervisory signaling specifications, and the applicable network channel interface codes
for Type 2 trunks, are the same as those defined in Telcordia Reference Documents
GR-145-CORE and BR-?95-403-100.
6.2.2.6 Signaling Options
6.2.2.6.1 SS? Out of Band Signaling. SS? Out-of Band Signaling must be
requested on orders for Type 2 trunks. Common Channel Signaling Access
Capability Service may be obtained under Owest Intrastate and/or FCC Access
Tariffs or from a third party signaling provider. SS? signaling may be used on
Type 2 Equal Access Trunks in an office where the SS? Cell Feature has been
deployed. Each of the Parties, Owest and WSP, wil provide for Interconnection
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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 facilities. It is also referred to as In-Band
Signaling.
6.2.2.6.3. Clear Channel Capability (64CCC) permits 24 DSO-64 Kbps
services or 1.536 Mbps of information on the 1.544 Mbps 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.gwest.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 entr Switch receives answer supervision
from the called End User Customets End Ofice 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 biling cycle by End
Office Switch and rounded to the nearest whole minute.
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6.2.2.8 WIS Forecasting
6.2.2.8.1 Both WSP and Qwest shall work in good faith to define a mutually
agreed upon forecast of Type 2 trunking.
6.2.2.8.2 Both Parties shall have the obligation to participate in joint
planning meetings to establish trunk design and Provisioning requirements. The
Parties agree to provide mutual trunk forecast information to ensure End User
Customer call completion between the Parties' networks. Such forecasts shall
be for Type 2 trunking, which impacts the Switch capacity and facilities of each
Party. Qwest shall provide WSP trunk group specific projections to WSP on or
before the date of the joint planning meeting.
6.2.2.8.3 Switch capacity growth requiring the addition of new switching
modules may require six (6) months for ordering and installation. To align with
the timeframe needed to provide for the requested facilities, including
engineering, ordering, installation and make ready activities, for capacity growth
Qwest wil utilize WSP's semi-annual forecasts and near-term demand submitted
on Unforecasted Demand Notification Form to ensure availability of Switch
capacity.
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6.2.2.8.4
period.
The forecast will identify trunking requirements for a two (2) year
6.2.2.8.5 Both Parties will follow the forecasting and Provisioning
requirements of this Agreement for the appropriate sizing of trunks, and use of
direct End Office Switch versus Tandem Switch routing. See Section 6.2.2.1.3.
6.2.2.8.6 Joint planning meetings will be used to bring clarity to the
forecasting process. Each Party will provide adequate information associated
with the Qwest Type 2 Trunk Forecast Forms in addition to its forecasts. During
the joint planning meetings, both Parties shall provide information on major
network projects anticipated for the following year that may impact the other
Party's forecast or Interconnection requirements. No later than two (2) weeks
prior to the joint planning meetings, the Parties shall exchange information to
facilitate the planning process. Qwest shall provide WSP a report reflecting then
current spare capacity at each Qwest Switch that may impact the Interconnection
traffc. Qwest shall also provide a report reflecting then current blocking of local
direct and alternate final trunk groups, Interconnection and non-Interconnection
alike. WSP will be provided Interconnection trunk group data on its own trunks.
Qwest shall also provide a report reflecting Tandem Switch routed
Interconnection trunking that has exceeded 512BHCCS. The information is
Qwest-proprietary, provided under non-disclosure and is to be used solely for
Interconnection network planning.
6.2.2.8.7 In addition to the above information, WSP shall provide:
(a)Completed Qwest Type 2 Trunk Forecast Forms; and
(b) Any planned use of an alternate Local Tandem Provider.
6.2.2.8.8 In addition to the above information, the following information will
be available through the Local Exchange Routing Guide (LERG) or the
Interconnections (ICONN) Database. The LERG is available through Telcordia.
ICONN is available through the Qwest Web site located at
http://ww.gwest.com/cgi-bin/iconn/iconn.pl.
(a) Qwest Tandem Switches and Qwest End Office 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).
Qwest wil notify WSP six (6) months prior to LERG amendment, of a new Local
Tandem Switch.
6.2.2.8.9 Qwest network disclosure of deployment information for specific
technical capabilities (e.g., ISDN deployment, 64 CCC, etc.) shall be provided on
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Interconnection .Qwests web site, http://w.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 historical trunking underutilization 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 facilities 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. Ancillary trunks are
excluded from this treatment.
6.2.2.8.13 Intentionally Left Blank..
6.2.2.8.14 Each Part shall provide a specified point of contact for planning,
forecasting and trunk servicing purposes.
6.2.2.8.15 Interconnection facilities provided on a route that involves
extraordinary circumstances may be subject to the Construction Charges, as
detailed in Section 19 of this Agreement. When 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 will not construct the requested facilities, or within ten (10) Days of
notice from WSP in writing that Qwest must either commence construction of the
facilities or initiate such proceeding with the Commission. In this proceeding,
Qwest shall not object to using the most expeditious procedure available under
state law, rule or regulation. Qwest shall be relieved of its obligation of
constructing such facilities during the pendency of the proceeding before the
Commission. If the Commission approves such charges, Qwest and WSP wil
share costs in proportion to each Party's use of the overall capacity of the route
involved. Qwest and WSP may also choose to work in good faith to identify and
locate alternative routes that can be used to accommodate WSP forecasted
build. Extraordinary circumstances include, but are not limited to, natural
obstructions such as lakes, rivers, or steep terrain, and legal obstructions such
as governmental, federal, Native American or private rights of way. The standard
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Owest forecast period of six (6) months may not apply under these
circumstances. Construction Charges shall not apply in the event that
construction is an augment of an existing route.
6.2.2.9 Trunking Requirements
6.2.2.9.1 The Parties wil provide designed Interconnection facilities that meet the
same technical criteria and service standards, such as probability of blocking in peak
hours and transmission standards, in accordance with current industry standards.
6.2.2.9.2 Intentionally Left Blank.
6.2.2.9.3 Separate trunk groups wil be established based on billing, signaling, and
network requirements. The following is the current list of traffic types that require
separate trunk groups, unless specifically otherwse 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 Traffic (See
Section 6.5), may be combined in a single WIS trunk group at access tandems
as appropriate per Section 6.2.2.9.6. Wireless Switched Access Traffic may,
upon request, be routed on a separate WIS trunk group with all other 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, 911/E911, operator Busy
Line Interrupt and Busy Line Verify; and Toll Free Service trunks may be ordered in DSO.
6.2.2.9.5 The Parties wil provide Common Channel Signaling (CCS) to one
another in conjunction with all trunk circuits, except as provided below.
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.
b) When the Parties interconnect via CCS for Wireless Switched Access
Traffic, the Tandem Switch provider will provide MF/CCS interworking as
required for Interconnection with Interexchange Carriers who use MF signaling.
6.2.2.9.6 WSP may interconnect at either the Owest Local Tandem Switch or the
Owest Access Tandem Switch for the delivery of IntraMTA traffc. When WSP is
interconnected at the Access Tandem Switch and where there would be a DS1's worth
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Interconnection .of local traffic (512 BHCCS) between WSP's Switch and those Qwest End Office
Switches subtending a Qwest Local Tandem Switch, WSP will order a direct trunk group
to the Qwest Local Tandem Switch.
6.2.2.9.6.1 Qwest wil allow Interconnection for the exchange of IntraMTA
traffc at Qwests Access Tandem Switch without requiring Interconnection at the
Local Tandem Switch, at least in those circumstances when traffic volumes do
not justify direct connection to the Local Tandem Switch; and regardless of
whether capacity at the Access Tandem Switch is exhausted or forecasted to
exhaust.
6.2.2.9.7 To the extent Qwest is using a specific End Offce 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.
6.2.2.9.8 Alternate Traffic Routing. If WSP has a WIS arrangement which provides
tw (2) paths to a Qwest End Offce Switch (one (1) route via a Tandem Switch and one
(1) direct route), WSP may elect to utilize alternate traffc routing. WSP traffic will be
offered first to the direct trunk group (also referred to as the "primary high" route) and
then overflow to the Tandem Switch group (also referred to as the "alternate final" route)
for completion to 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 Office or to the Tandem
Switch.
6.2.2.10 Wireless Interconnection Requirements .
6.2.2.10.1 As a part of the Wireless Interconnection requirements, WSP 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 Type 2A Local Tandem 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
overflowed on an alternate final basis from a Type 2B Primary High Use
Interconnection arrangement. A separate Type 2A Access Tandem
Interconnection is needed in conjunction with a Type 2A Local Tandem
Interconnection for the exchange of InterMTA, IntraLATA Toll, and Wireless
Switched Access Traffic.
6.2.2.10.3 Type 2A Access Tandem Interconnection
6.2.2.10.3.1 The Type 2A Access Tandem Interconnection links WSP's POi to
a Qwest Access Tandem for the exchange of InterMT A and Wireless Switched
Access Traffic. In some circumstances, the WSP may also choose to use a Type
2A Access Tandem connection for the exchange of IntraMTA Traffic. A Type 2A
Access Tandem connection can be configured in either of the following ways: 1.)
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as a separate trunk group for both IntraMTA and InterMTA per section 6.2.2.9.6
excluding Wireless Switched Access Traffic and a second trunk group for
Wireless Switched Access Traffic or 2.) as a single combined trunk group per
section 6.2.2.9.6 for IntraMTAllnterMTAlireless Switched Access Traffic.
Wireless Interconnection service arrangement requires connection to those
Access Tandems in each LATA where WSP has originating or terminating traffic.
6.2.2.10.4 Type 2A Equal Access Interconnection
6.2.2.10.4.1 This direct final route trunk group is used for the delivery of
Interexchange Carrier Wireless Switched Access Traffic. It is an Interconnection
with in-band signaling or out of band signaling, where available, using Feature
Group 0 signaling protocol between WSP's POI and the Access Tandem serving
the area in which the POI is located. The sérvice enables WSP's End User
Customers to use their pre-subscribed Interexchange Carrier of choice. Equal
Access trunks are available as one way out (mobile to land) in an office where
the SS? Cell Feature has been deployed and are not available as one way in
(land to mobile), two way or for paging trunks.
6.2.2.10.5 Type 28 Interconnections
6.2.2.10.5.1 Type 28 Primary High Use Interconnection
6.2.2.10.5.1.1 The Type 28 Primary High Use Interconnection is a
two-way trunk group Interconnection between WSP's POI and a 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
facilities and operating conditions permit. WSP's IntraMTA and Qwests
Local Traffc can be exchanged over this Interconnection. WSP will not
route ancilary traffic or Wireless Switched Access Traffc through the
Type 28 Primary High Use Interconnection. Type 28 Primary High Use
trunks are required when actual busy hour traffic exceeds 512 CCS to a
Qwest End Offce. 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 Office, within
the same LATA. Each 28 Full Group serves only the individual End Office.
Overflow capability to an altemative trunk group is not available with a
Type 28 Full Group configuration. Only traffc 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 20 Interconnection
6.2.2.10.6.1 Type 20 Interconnection is a direct final route trunk group
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Interconnection .between a WSP Point of Interconnection and the Operator Services Tandem for
the delivery of calls (i.e., Directory Assistance, National Directory Assistance,
Operator Services). Type 2D Interconnection is a direct route to the Operator
Services Tandem only. Type 2D trunks are available as one way out, mobile to
land (to the Qwest Operator Tandem); they are not available as one way in or for
paging. Qwest offers Signaling System 7 (SS7) and Multi-frequency (MF)
signaling on Type 2D Interconnection.
6.2.2.10.7 Ancillary Interconnection
6.2.2.10.7.1 One-way mobile to land trunk group connection between the WSP
POi and the Qwest netwrk to tenninate calls for miscellaneous traffic 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 Capabilities
6.2.2.11.2.1 Type 2 accptance testing is provided where equipment is
available, with the following test lines: seven-digit access to balance (100 type),
millwatt (102 type), nonsynchronous or synchronous, automatic transmission
measuring (105 type), data transmission (107 type), loop-around, short circuit,
open circuit, and non-inverting digital loopback (108 type), and such other
acceptance testing that may be needed to ensure that the service is operational
and meets the applicable technical parameters.
6.2.2.11.2.2 In addition to Type 2 acceptance testing, other tests are available
(e.g., additional cooperative acceptance testing, automatic scheduled testing,
cooperative scheduled testing, manual scheduled testing, and non-scheduled
testing) at the applicable rates found in Exibit A, Miscellaneous Charges.
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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.
6.3 Intercarrier Compensation
6.3.1 Interconnection Facility Options
The Intercarrier Compensation Provisions of this Agreement shall apply to the exchange of
IntraMT A Traffic between WSP's network and Qwests network. Where either Party
interconnects and delivers traffic to the other from third parties, each Party shall bill such third
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parties the appropriate charges pursuant to its respective tariffs, price lists or contractual
offerings for such third party terminations. Absent a separately negotiated agreement to the
contrary, the Parties will directly exchange traffic between their respective networks without the
use of third party transit providers.
6.3.1.1 Wi S Entrance Facilties
6.3.1.1.1 Recurring and nonrecurring rates for Entrance Facilities are specified in
Exhibit A and wil apply for those DS1 or DS3 facilities dedicated to use by Type 2
Service.
6.3.1.1.2 If WSP chooses to provision WIS facilties over an existing facility
purchased as private line transport service from the Qwest state or FCC access Tariffs,
the rates from those Tariffs wil apply.
6.3.1.2 Collocation
6.3.1.2.1 See Section 7.
6.3.2 Direct Trunked Transport
6.3.2.1. Either Party may elect to purchase Direct trunked transport ("DTT") from the
other Party.
6.3.2.1.1 DTT 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. DTT facilities are provided as dedicated
DS3, DS1 or DSO facilities.
6.3.2.1.2 When DTT is provided to a local or Access Tandem Switch for IntraMTA
traffic, or to an Access Tandem Switch for Wireless Switched Access Traffc, the
applicable DTT rate elements apply between the Serving Wire Center and the Tandem
Switch. Additional rate elements for delivery of traffic to the terminating End Office
Switch are tandem switching and tandem transmission. These rates are described
below.
6.3.2.1.3 Mileage shall be measured for DTT 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 are applicable
and are defined for DTT in Exhibit A of this Agreement.
6.3.2.2 Multiplexing options (DS1/DS3 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.
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Interconnection .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 will apply per one-way mobile to land ancilary trunk.
6.3.5 IntraMTA Traffic
6.3.5.1 End Office Call Termination and Tandem Switched Transport
6.3.5.1.1 The Parties agree that, because WSP is a new entrant in Idaho,
end office call termination and tandem switched transport compensation for traffic
within the Local Callng Area shall be based upon the bill and keep compensation
mechanism, whereby neither Party charges the other Party reciprocal
compensation for termination of EAS/Local traffc originated by the other Party.
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.
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6.3.6.1 Cancellation charges wil apply to cancelled Type 2 trunk orders based
upon critical dates, terms and conditions in accordance with the Access Service Tariff Section
5.2.3, and the Trunk Nonrecurring Charges referenced in this Agreement.
6.3.6.2 Expedite requests for WIS trunk orders are available. Expedites are
requests for intervals that are shorter than the interval defined in Qwests Service Interval Guide
(SIG) or Individual Case Basis (ICB) Due Dates. Expedite charges apply per order for every
day that the Due Date interval is shortened, based on the standard interval in the SIG or based
on ICB criteria for Due Dates.
6.3.6.2.1 WSP will request an expedite for WIS trunks, including an expedited Due
Date, on the Access Service Request (ASR).
6.3.6.2.2 The request for expedite 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.
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6.3.7 ISP -Bound Traffic
6.3.7.1 The Parties agree that ISP-bound traffic is Interstate traffic and governed
by the FCC's Order on Remand and Report and Order (Intercarrier Compensation for
ISP-bound Traffic) CC Docket 01-131 (FCC ISP Order), effective June 14, 2001.
However, the Parties agree to exchange ISP-bound traffc utilizing the bil and keep
compensation mechanism. Bil and keep wil apply to both end office call termination
and tandem switched transport of ISP-bound traffc.
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 Calling Party Number (CPN), Charge Number (ChN) and
destination call part number, etc.) per 47 C.F.R. § 64.1601 to enable each Party to
issue bils in a complete and timely fashion. All CCS signaling parameters wil be
provided including CPN, callng party category, ChN, and Originating Line Information
Parameter (OUP) on calls destined for Interexchange Carriers (IXCs) All privacy
indicators will 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
PLU2B
Percentage
20%
Description
Determines portion of Qwest originated
L-M MOUs used to calculate facility
credit compensation
Determines the amount of M-L MOUs
that wil be biled as switched access.
Determines the amount of L-M MOUs
that Qwest may bill the WSP as
switched access.
M-L InterMTA 5%
L-M InterMTA 5%
6.3.10.2 Type 2 Facilities Credit
6.3.10.2.1 When WSP leases Type 2 facilities from Qwest for W1S Entrance
Facility, OTT and Multiplexing, Qwests charges shall be adjusted to account for
the portion of the facility used to transport traffic originated by Qwests End User
Customers to WSP, as follows.
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6.3.10.2.1.1 A credit wil be calculated by multiplying the sum of the
total monthly two way channel facility for the WIS Entrance Facility, OTT,
and multiplexer state specific charges by a Percent Local Usage 28(PLU
28) factor (See Section 6.3.10). This credit will be applied each month for
the term of this Agreement.
6.3.10.2.1.2. The Parties agree that the Facilities Credit is intended to
apply only to 2-way Type 2 Interconnection facilities.
6.3.11
6.3.12
Intentionally Left Blank
InterMTA Traffic
6.3.12.1 Applicable Owest interstate Switched Access Tariff rates apply to
InterMTA Traffic routed to a Toll/Access Tandem, Local Tandem, or directly to an End
Office. Applicable Owest Switched Access Tariff rates also apply to InterMTA Roaming
traffic originated by, or terminating to, Owest. Relevant usage-sensitive rate elements
could include tandem switching, tandem transmission, and Local switching, as
appropriate.
6.3.12.2 For biling purposes, if either Part 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 Owest with a Percent M-L InterMT A factor, which represents
the estimated portion of InterMTA traffc and InterMTA Roaming traffic delivered by
WSP. The M-L InterMTA factor is also applied to the measured mobile to land minutes
of use terminated on Owests network to determine the portion of InterMT A minutes to
be biled at interstate Access rates. The M-L InterMTA factor wil be 5% unless proven
otherwise based upon a traffic study generated by either Party and acceptable to both
parties.
6.3.12.3 Owes't will use the initiallnterMTA factor stated in Section 6.3.10. for the
M-L InterMTA factor.
.
6.3.12.4 For biling purposes, Owest will use a Land to Mobile (L-M) InterMTA
Percent Factor, which represents the estimated portion of total traffic delivered by Owest
to WSP that terminates (based on the first cell site of the Wireless End User Customer)
outside the MTA in which the call originated. The L-M InterMTA factor wil be 10% unless
proven otherwise based upon a traffic study generated by either Party and acceptable to
both parties.
6.3.12.5 If the Intercarrier Compensation Credit method is utilized, the L-M
InterMTA factor wil be multiplied by the calculated Owest originated Land to Mobile
Minutes of Use (MOU). Owest may reduce Intercarrier Compensation Credit LM MOU
and bill WSP for the resulting MOU at interstate switched Access Tariff rates.
6.4 Ordering
6.4.1 When ordering Type 2 Service, the ordering Part 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
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Section 6
Interconnection
ports to be provisioned at End office Switch or Local Tandem Switch; 4) any optional features.
When the ordering Party requests facilities, routing or optional features different than those
determined to be available, the Parties wil work cooperatively in determining an acceptable
configuration based on available facilities, equipment and routing plans.
6.4.2 For each NXX code assigned to WSP by the NANPA, WSP will provide Qwest
with the CLLI codes of the Qwest Tandem Switches and WSP's Point of Interface to which
traffic associated with the NXX will be routed. For NXX codes assigned to existing Type 2 trunk
groups, WSP will also provide Qwest with the Qwest assigned two-six Code (TGSN) to which
each NXX will 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 Facility or private line
facility, that Party wil order the appropriate DS1 facility required and identify the channels of the
DS3 to be used to provide circuit faerility assignments (CFA). Also, if WSP has provided or
ordered a DS1 WIS Entrance Facility or private line facility, WSP will be responsible for
identification of the DSO channels of the DS1 private line to be used to provide CF A.
6.4.4 A joint planning meeting will 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 will provide
their best estimate of the traffc distribution to each End Offce Switch subtending the Tandem
Switch.
6.4.5 If WSP uses a method of interconnection of one POi in the LATA or the access
tandem for local traffic in accordance with Section 6.1.2 and/or 6.2.2.9.6, Qwest and WSP will
work together to review WSP's network configuration in order to ensure correct and complete
ASR ordering.
6.4.6 Service intervals and Due Dates for initial establishment of trunking arrangements at
each new Switch location of Interconnection between the Parties will be determined on an
Individual Case Basis.
6.4.7 Qwest will establish intervals for the provision of WIS trunks that conform to the
performance objectives set forth in the Standard Interval Guide (SIG), available on Qwests web
site: http://ww.gwest.com/wholesale/pcat/wireless.html. Qwest wil provide notice to WSP of
any changes related to ordering Type 2 service according to the established processes.
6.4.8 The ordering Party may cancel an order at any time prior to notification that service
is available. If the ordering Party is unable to accept Type 2 Service within thirt (30) Days after
the original service date, WSP has the following options:
a) The order for Type 2 Service will be cancelled, and cancellation charges
specified in 6.3.5.1 apply unless otherwise mutually agreed by the Parties;
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Section 6
Interconnection .
b) Intentionally Left Blank.
c) Billing 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 31st 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 Traffic. Both methods require the provisioning of Type 2 trunks.
6.5.1.1 JPSA describes traffc involving interexchange carriers and the allocation
of biling between multiple carriers based on industry standard processes. JPSA is defined and
governed by the FCC NO.1, Section 2.4.7, and State Access Tariffs, Multiple Exchange Carrier
Access Billng (MECAB) and Multiple Exchange Carrier Ordering and Design (MECOD)
Guidelines, and is not modified by any provisions of this Agreement. Qwest and WSP agree
that all parties in the route, including the originating intermediate, and terminating WSPs or
LECs for Switched Access, will cooperatively determine the Jointly Provided Switched Access
arrangements in which all Parties concur. Each Party wil bil the IXC the appropriate portion of
its Switched Access rates. Qwest 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 will agree to function as the Access Service Coordinator (ASC) as
defined in the Multiple Exchange Carrier Ordering and Design Guidelines (MECOD)
(Technical Reference SR-TAP-000984). Qwest wil provide the operational, technicaland administrative support required in the planning, provisioning and maintenance
involved in the joint access provisioning process to the IXCs. 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 billed percentages (BPs) in the NECA 4 Tariff.
6.5.1.1.2 The ATIS Network Interconnection Interoperability Forum (NIIF)
recommended methodologies must be adhered to by all Local Exchange Carriers
(LECs) to provide timely notification to the industry of changes in their access network
architecture.
.
6.5.1.1.2.1 The ATIS document is titled Recommended Notification
Procedures to Industry for Changes in Access Network Architecture.
6.5.1.1.3 Billng to the IXC wil follow MECAB's multiple bill single tariff option
whereby Qwest and WSP render separate bils to the IXC.
6.5.1.1.4 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.
6.5.1.1.5 The applicable Switched Access rates will be biled by the Parties to the
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Section 6
Interconnection
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 Traffc connects Wireless End
User calls and an interexchange carrier, whereby Qwest completes the connection between
WSP's pal 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 FCC No. 1 Tariff, Section
2.4.8. Owest and WSP agree that under this option, Owest wil determine the routes in all
Switched Access arrangements. WSPs are required to follow MECOD requirements. WSPs are
not required to file BPs in the NECA 4 Tariff.
6.5.1.2.1 Category 11-01-XX records are not exchanged under this option, and in all
instances, 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 Owest under a Type 2
arrangement. There are five (5) types of Collocation available: Virtual, Caged Physical, Shared
Caged Physical, Cageless Physical, Interconnection Distribution Frame (ICDF) (for Ancillary
services only).
7.2 Should the Parties desire to establish a Type 2 Wireless Collocation relationship, the
Parties will enter into an Amendment to this Agreement and additional insurance requirements
may apply.
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Section 8
Intentionally Left Blank
SECTION 8.0 - Intentionally Left Blank
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Section 9
Ancillary Services .
SECTION 9.0 - ANCILLARY SERVICES
9.1 Local Number Portability
9.1.1 Managed Cuts
9.1.1.1 Local Number Portabilty (LNP) is defined by the FCC as the ability of
users of Telecommunications Services to retain, at the same location, existing
telecommunications numbers without impairment of quality, reliability, or convenience when
switching from one Telecommunications Carrer to another.
9.1.1.2 WSP may order the LNP Managed Cut, as described in Section 9.1.1.3.
9.1.1.2.1 Parties understand that LNP order activity may be coordinated in
order to ensure that the end user is provided with uninterrupted service. If the Party
porting the telephone number experiences problems with its Port, and needs to delay or
cancel the Port, that Party shall notify the other 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 Customer
service disruptions.
9.1.1.3 LNP Managed Cut: A Managed Cut permits WSP to select a project
managed cut for LNP. Managed Cuts are offered on a 24 X 7 basis.
9.1.1.3.1 The date and time for the managed cut requires up-front planning
and may need to be coordinated between Qwest and WSP. All requests will be
processed on a first come, first served basis and are subject to Qwests ability 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 will coordinate with WSP for an agreed upon FDT,
prior to issuing the Firm Order Confirmation (FOG). 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. WSP must also populate ManuallND field with the letter Y.
9.1.1.3.3 WSP will 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 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 (Y2) 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
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Section 9
Ancilary Services
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 FDT. If
WSP's information is modified during the cut, and, as a result, non-scheduled employees
are required, WSP shall be charged a three (3) hour minimum callout charge per each
additional non-scheduled employee. If the cut is either cancelled, or supplemented
(supp) to change the due date, within twenty-four (24) hours of the negotiated FDT,WSP will be charged a one person three (3) hour minimum charge. If the cut is
cancelled due to a Qwest error or a new due date is requested by Qwest , within twenty-
four (24) hours of the negotiated FDT, Qwest may be charged by WSP one person three
(3) hour minimum charge as set forth in Exhibit A.
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 atimeframe
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.
9.1.2
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
user's Qwest Loop wil not be disconnected prior to confirmation that telephone number
has been successfully ported.
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 Office and Tandem Default Query Charges which are contained in Tariff
Section 13 (Miscellaneous Service.)
9.1.2.2 A Party shall be charged for a LNP query by the other Party only if the
Party to be charged is the N-1 carrier and it was obligated to perform the LNP query but failed to
do so. Parties are not obligated to perform the LNP query prior to the first Port requested in a
NXX.
9.2 911/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 Customets 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 responsibility to arrange for compliance with this section of
FCC 94-102. The Parties will cooperate in the joint provision of Wireless E911 service, to
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Section 9
Ancillary Services .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 will conduct an individual financial assessment of any request that
requires construction of network capacity, facilities, or space. When Qwest constructs to fulfil
WSP's request, Qwest will bid this construction on a case-by-case basis. Qwest will charge for
the construction through nonrecurring charges and a term agreement for the remaining
recurring charge, as described in the Construction Charges Section. When WSP orders the
same or substantially similar service available to 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 Part is responsible for the physical security of its employees, agents or
representatives. Providing safety glasses, gloves, etc. must be done by the respective
employing Party. Hazards handling and safety procedures relative to the Telecommunications
environment is the training responsibility of the employing Part. 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 Party, prompt notification will be given to the damaged
Party by verbal notification between the Parties' technicians at the site or by telephone to each
Party's 24 x 7 security numbers.
10.6 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 limited to,
screening codes, information digits '29' and '70' which indicate prison and COCOT pay phone
originating line types respectively; call blocking of domestic, international, 800, 888, 900, NPA-
976, 700 and 500 numbers.
10.8.1 Uncollectable or unbilable revenues resulting from, but not confined to,
Provisioning, maintenance, or signal network routing errors shall be the responsibility of
the Party causing such error or malicious acts, if such malicious acts could have
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Section 10
Network Security .reasonably been avoided.
10.8.2 To the extent that incremental costs are directly attributable to a revenue
protection capability requested by WSP, those costs will 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 will promptly inform WSP and, and the direction of WSP, take
reasonable action to mitigate the fraud where such action is possible.
10.9 Law Enforcement Interface. Qwest provides emergency assistance to 911 centers and
law enforcement agencies seven (7) Days a week/twenty-four (24) hours a Day. Assistance
includes, but is not limited to, release of 911 trace and subscriber information; in-progress trace
requests; establishing emergency trace equipment, release of information from an emergency
trap/trace or *57 trace; requests for emergency subscriber information; assistance to law
enforcement agencies in hostage/barricade situations, kidnappings, bomb threats,
extortion/scams, runaways and life threats.
10.10 Qwest provides trap/trace, pen register and Title ILL 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 billed directly to the law enforcement agency,
without involvement of WSP, for any lines served from Qwest Wire Centers or cross boxes..
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Section 11
Intentionally Left Blank
SECTION 11.0 - Intentionally Left Blank
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Section 12ass .
SECTION 12.0 - ACCESS TO OPERATIONAL SUPPORT SYSTEMS (OSS)
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 Billng. 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 Usets Guide." Qwest will 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 Biling 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 sufficient to allow an effcient competitor a meaningful opportunity
to compete. Qwest shall 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
efficiently. Qwest shall provide training to enable WSP to devise its own course work for its own
employees. Through its documentation available to WSP, Qwest will 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 will 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 suggestions made by WSPs to improve or modify
such plans. WSP specific requests for modifications to such plans will be negotiated and
mutually agreed upon between Qwest and WSP.
12.2.0.1 Ordering and Provisioning
12.2.0.1.1 Ordering and Provisioning - Qwest will 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.
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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 will provide out-of-hours Provisioning services to WSP on a non-
discriminatory basis as it provides such Provisioning services to itself, its End
User Customers, its Affiliates or any other Party. Qwest shall disclose the
business rules regarding out-of-hours Provisioning on its wholesale web site.
12.2.0.1.3 When WSP places a manual order, Qwest will 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 & Biling 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 utilizes a WEB standard technology, Hyper Text Markup
Language (HTML), JAVA and the Transmission Control Protocol/Internet Protocol
(TCP/IP) to transmit messages.
12.2.1.1.4 Functions Pre-Ordering - Qwest will 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, Qwest will provide WSP with an
electronic Firm Order Confirmation notice (FOC). The FOC will follow industry-standard
formats and contain the Qwest Due Date for order completion. Upon completion of the
order, Qwest will provide WSP with an electronic completion notice which follows
industry-standard formats and which states when the order was completed. Qwest
supplies two (2) separate completion notices: 1) service order completion (SOC) which
notifies WSP that the service order record has been completed, and 2) Biling 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, Qwest shall provide notification
electronically of any instances when (1) Qwests Committed Due Dates are in jeopardy
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12.2.1.1.7 When WSP places a manual order, Qwest shall provide notification of any
instances when (1) Qwests Committed Due Dates are in jeopardy of not being met by
Qwest on any service or (2) an order is rejected.
12.2.1.1.8 Dial-Up Capabilities
12.2.1.2
12.2.1.1.8.1 When WSP requests from Qwest 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 Qwest, then WSP shall be able to use SecurlDs until such time as
Qwest provisions the T1 line and the line permits pre-order and order information
to be exchanged between Qwest and WSP.
Access Service Request (ASR)
12.2.1.2.1 Qwest shall provide a computer-to-computer batch file interface,
an application to application interface and a GUI interface, for submission of ASRs
based upon the OBF Access Service Order Guidelines (ASOG). Qwest 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. Qwest wil provide real time, electronic
access to pre-order functions to support WSP's ordering via the electronic interfaces
described herein. Qwest wil make the following real time pre-order functions available
toWSP:.
12.2.1.2.2.1 Service Address validation;
12.2.1.2.2.2 CFA validation;
12.2.1.2.2.3 NC-NCI validation;
12.2.1.2.2.4 BAN validation; and
12.2.1.2.2.5 CLLI validation.
12.2.1.2.3 When WSP places an electronic or manual order, Qwest shall
provide notification of any instances when (1) Qwests Committed Due Dates are in
jeopardy of not being met by Qwest on any service or (2) an order is rejected.
12.2.1.2.4 When WSP places an electronic order, Qwest wil provide WSP
with an electronic Firm Order Confirmation notice (FOC). The FOC will follow industry-
standard formats and contain the Qwest Due Date for order completion.
12.2.2 Maintenance and Repair
12.2.2.1 Qwest shall provide electronic interface gateways, including an Electronic
Bonding interface and a GUI interface, for reviewing trouble history of a specific circuit,
conducting testing where applicable, and reporting trouble to facilitate the exchange of updated
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information and progress reports between Qwest and WSP while the Trouble Report (TR) is
open and a Qwest technician is working on the resolution. WSP may also report trouble
through manual processes. For designed services, the TR wil not be closed prior to verification
by WSP that trouble is cleared.
12.2.3 Interface Availability
12.2.3.1 Qwest shall make its ass interfaces available to WSP.
12.2.3.2 Qwest shall notify WSP in a timely manner regarding system downtime
through mass email distribution and pop-up windows as applicable.
12.2.4 Billng
12.2.4.1 For products biled out of the Qwest Interexchange Access Billng System
(lABS), Qwest will utilize the existing CABS/BaS format and technology for the transmission of
bills.
12.2.4.2 For products biled out of the Qwest Customer Record Information
System (CRIS), Qwest wil utilize the existing EDI standard for the transmission of monthly local
Biling information. EDI is an established standard under the auspices of the ANSI/ASC X12
Committee. A proper subset of this specification has been adopted by the Telecommunications
Industry Forum (TCIF) as the "811 Guidelines' specifically for the purposes of
Telecommunications Biling. Any deviance from these standards and guidelines shall be
documented and accessible to WSP.
12.2.5 Outputs
Output information will be provided to WSP in the form of bills. Bils will 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 bills are
segmented by product, LATA, Billng account number (BAN) and bil cycle.
12.2.6 Intentionally Left Blank.
12.2.7 wSP Responsibilties for Implementation of ass Interfaces
12.2.7.1 Before WSP implementation can begin, WSP must completely and
accurately answer the New Customer Questionnaire as required in Section 3.2.
12.2.7.2 Once Qwest receives a complete and accurate New Customer
Questionnaire, Qwest and WSP will mutually agree upon time frames for implementation of
connectivity between WSP and the ass interfaces.
12.2.8 Qwest Responsibilities for On-going Support for ass Interfaces
Qwest will support previous application-to-application releases for six (6) months after the next
subsequent release has been deployed.
12.2.8.1 Qwest will provide written notice to WSP of the need to migrate to a new
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12.2.8.2 Qwest will provide an Implementation Coordinator to work with WSP for
business scenario re-certification, migration and data conversion strategy definition.
12.2.8.3 Re-certification is the process by which WSP demonstrates the ability to
generate correct functional transactions for enhancements not previously certified. Qwest will
provide the suite of tests for re-certification to WSP with the issuance of the disclosure
document.
12.2.8.4 Qwest shall provide training mechanisms for WSP to pursue in educating
its internal personneL. Qwest shall provide training necessary for WSP to use Qwests ass
interfaces and to understand Qwests documentation, including Qwests business rules.
12.2.9 WSP Responsibilties for On-going Support for OSS Interfaces
12.2.9.1 If using the GUI interface, WSP wil take reasonable efforts to train WSP
personnel on the GUI functions that WSP will 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 Qwest will provide WSP with access to a stable testing environment that
mirrors production to certify that its ass will be capable of interacting smoothly and efficiently
with Qwests ass. Qwest has established the following test processes to assure the
implementation of a solid interface between Qwest and WSP:.
12.2.9.3.1 Connectivity Testing - WSP and Qwest wil conduct connectivity
testing. This test wil establish the ability of the trading partners to send and receive
electronic messages effectively. This test verifies the communications between the
trading partners. Connectivity is established during each phase of the implementation
cycle. This test is also conducted prior to controlled production and before going live in
the production environment if WSP or Qwest has implemented environment changes
when moving into production.
12.2.9.3.2 Stand-Alone Testing Environment (SATE) -regression testing:
Qwests stand-alone testing environment will take pre-order and order requests, pass
them to the stand-alone database, and return responses to WSP during its development
and implementation of the application-to-application interface regression testing SATE
provides WSP the opportunity to validate its technical development efforts built via
Qwest 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 Qwest. Qwest will make additions to the test beds and test accounts as it
introduces new ass electronic interface capabilities, including support of new products
and services, new interface features, and functionalities. All SATE pre-order queries
and orders are subjected to the same edits as production pre-order and order
transactions. This testing phase is optionaL.
12.2.9.3.3 SATE -progression testing: WSP has the option of participating
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with Qwest in progression testing to provide WSP with the opportunity to validate
technical development efforts and to quantify processing results. Progression testing
provides WSP the opportunity to validate its technical development efforts built via
Qwest 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 Qwest. Qwest will make additions to the test beds and test accounts as it
introduces new ass electronic interface capabilities, including support of new products
and services, new interface features, and functionalities. All SATE pre-order queries
and orders are subjected to the same edits as production pre-order and order
transactions. This testing phase is required.
12.2.9.3.4 Controlled Production - Qwest and WSP wil perform controlled
production. The controlled production process is designed to validate the ability 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 will be provisioned.
12.2.9.3.5 If WSP is using the application-ta-application interface, Qwest
shall provide WSP with a pre-allotted amount of time to complete certification of its
business scenarios. Qwest will allow WSP a reasonably sufficient amount of time during
the day and a reasonably sufficient number of days during the week to complete
certification of its business scenarios consistent with WSP's business plan. It is the sole
responsibility of WSP to schedule an appointment with 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 responsibility 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 will 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. Certification will 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 will 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 impiemented 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 sòme 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
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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 will 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 interoperability testing
must begin on the prior release before the next release is implemented.
Otherwse, WSP will be required to move its implementation plan to the next
release.
12.2.9.6.1.2 New IMA application-to-application users must be certified and in
production with at least one (1) product and one (1) order activity type on a prior
release two (2) months after the implementation of the next release. Otherwise,
WSP will be required to move its implementation plan to the next release.
12.2.9.6.1.3 Any IMA application-to-application user that has been placed into
production on the prior release not later than two (2) months after the next
release implementation may continue certifying additional products and activities
until two (2) months prior to the retirement of the release. To be placed into
production, the products/order activities must have been tested in the SATE
before two (2) months after the implementation of the next release.
12.2.9.7 WSP will be expected to execute the re-certification test cases in the
stand alone test environment. WSP will provide Purchase Order Numbers (PONs) of the
successful test cases to Qwest.
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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 will provide a single point of
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entry for WSP to gain assistance in areas involving connectivity, system availability, and
file outputs. The Wholesale Systems Help Desk areas are further described below.
12.2.10.2.1.1 Connectivity covers trouble with WSP's access to the Qwest
system for hardware configuration requirements with relevance to application-to-
application and GUI interfaces; softare configuration requirements with
relevance to application-to-application and GUI interfaces; modem configuration
requirements, T1 configuration and dial-in string requirements, firewall access
configuration, web-services configuration, SecurlD configuration, Profile Setup,
and password verification.
12.2.10.2.1.2 System Availability 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.
12.2.10.2.1.3 File Outputs covers WSP's output files and reports produced from
its usage and order activity. File outputs system errors are limited to: lABS Bil.
12.2.10.3 Additional assistance to WSP is available through various public web
sites. These web sites provide electronic interface training information and user documentation
and technical specifications and are located on Qwests wholesale web site. Qwest wil provide
Interconnect Service Center Help Desks which 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 OSS charges, as applicable, wil be billed at rates set forth in
Exhibit A. Any such rates wil be consistent with Existing Rules. Qwest shall not impose any
recurring or nonrecurring OSS charges unless and until the Commission approves such rates or
until such rates go into effect by operation of law.
12.3 Maintenance and Repair
12.3.1 Service Levels
12.3.1.1 Qwest wil provide repair and maintenance for all services covered by this
Agreement in substantially the same time and manner as that which Qwest provides for itself, its
End User Customers, its Affiliates, 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 will provide necessary
maintenance business process support to allow WSP to provide similar service quality to that
provided by Qwest to itself, its End User Customers, its Affiliates, or any other party.
12.3.1.3 Qwest will perform repair service that is substantially the same in
timeliness and quality to that which it provides to itself, its End User Customers, its Affiliates, or
any other party. Trouble calls from WSP shall receive response time priority that is substantially
the same as that provided to Qwest, its End User Customers, its Affiliates, or any other party
and shall be handled in a nondiscriminatory manner.
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12.3.3 Service Interruptions
12.3.3.1 The characteristics and methods of operation of any circuits, facilities or
equipment of either Part connected with the services, facilities or equipment of the other Party
pursuant to this Agreement shall not: 1) interfere with or impair service over any facilities of the
other Party, its affiliated companies, or its connecting and concurring Carriers involved in its
services; 2) cause damage to the plant of the other Party, its affiliated companies, or its
connecting concurring Carriers involved in its services; 3) violate any Applicable Law or
regulation regarding the invasion of privacy of any communications carried over the Party's
facilities; or 4) create hazards to the employees of either Party or to the public. Each of these
requirements is hereinafter referred to as an "Impairment of Service".
12.3.3.2 If it is confirmed that either Part is causing an Impairment of Service, as
set forth in this Section, the Party whose network or service is being impaired (the "Impaired
Party") shall promptly notify the Party causing the Impairment of Service (the "Impairing Party")
of the nature and location of the problem. The 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 Party to the other under this Agreement, each Party shall designate a repair
center for such service.
12.3.3.4 Each Party shall furnish a trouble reporting telephone number for the
designated repair center. This number shall give access to the location where records are
normally located and where current status reports on any trouble reports are readily available. If
necessary, alternative out-of-hours procedures shall be established to ensure access to a
location that is staffed and has the authority to initiate corrective action.
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12.3.3.5 Before either Part reports a trouble condition, it shall use its best efforts
to isolate the trouble to the othets facilities.
12.3.3.5.1 In cases where a trouble condition affects a significant portion of
the othets service, the Parties shall assign the same priority provided to WSP as itself,
its End User Customers, its Affiliates, or any other party.
12.3.3.5.2 The Parties shall cooperate in isolating trouble conditions.
12.3.4 Trouble Isolation
12.3.4.1 WSP is responsible for its own End User Customer base and will have
the responsibility for resolution of any service trouble report(s) from its End User Customers.
WSP wil perform trouble isolation on services it provides to its End User Customers to the
extent the capability to perform such trouble isolation is available to WSP, prior to reporting
trouble to Qwest. WSP shall have access for testing purposes at the Demarcation Point, or
Point of Interface. Qwest will 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 facilities, subject to Section 12.3.4.2.
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12.3.4.2 When WSP elects not to perform trouble isolation and Qwest performs
tests at WSP request, a Maintenance of Service Charge or a Trouble Isolation Charge shall
apply if the trouble is not in Qwests facilties, including Qwests facilities leased by WSP.
Maintenance of Service charges are set forth in Exhibit A. When trouble is found on Qwests
side of the Demarcation Point, or Point of Interface during the investigation of the initial or
repeat trouble report for the same line or circuit within thirty (30) Days, Maintenance of Service
charges shall not apply.
12.3.5 Intentionally Left Blank.
12.3.6 Testing/Test Requests/Coordinated Testing
12.3.6.1 Where WSP does not have the ability to diagnose and isolate trouble on a
Qwest line, circuit, or service provided in this Agreement that WSP is utilizing to serve an End
User Customer, Qwest wil conduct testing, to the extent testing capabilities are available to
Qwest, to diagnose and isolate a trouble in substantially the same time and manner that Qwest
provides for itself, its End User Customers, its 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 will provide WSP with the ability to obtain basic test results in substantially the
same time and manner that Qwest provides for itself, its End User Customers, its Affiliates, or
any other party.
12.3.6.4 WSP shall isolate the trouble condition to Qwests portion of the line,
circuit, or service provided in this Agreement before Qwest accepts a trouble report for that line,
circuit or service. Once Qwest accepts the trouble report from WSP, Qwest shall process the
trouble report in substantially the same time and manner as Qwest does for itself, its End User
Customers, its Affliates, or any other party.
12.3.7 Work Center Interfaces
12.3.7.1 Qwest and WSP shall work cooperatively to develop positive, close
working relationships among corresponding work centers involved in the trouble resolution
processes.
12.3.8 Misdirected Repair Calls
12.3.8.1 WSP and Qwest will 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.
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.
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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 will be instructed to contact Qwest. In responding to
calls, neither Part 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.
12.3.9 Major Outages/Restoral/Notification
12.3.9.1 Qwest will notify WSP of major network outages in substantially the same
time and manner as it provides itself, its End User Customers, its Affiliates, or any other party.
This notification wil be via e-mail to WSP's identified contact. With the minor exception of
certain Proprietary Information such as Customer information, Qwest will utilize the same
thresholds and processes for external notification as it does for internal purposes. This major
outage information wil be sent via e-mail on the same schedule as is provided internally within
Qwest. The email notification schedule shall consist of initial report of abnormal condition and
estimated restoration time/date, abnormal condition updates, and final disposition. Service
restoration will 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.
12.3.10 Protective Maintenance
12.3.10.1 Qwest will perform scheduled maintenance of substantially the same type
and quality to that which it provides to itself, its End User Customers, its Affiliates, or any other
party.
12.3.10.2 Qwest will work cooperatively with WSP to develop industry-wide
processes to provide as much notice as possible to WSP of pending maintenance activity.
Qwest shall provide notice of potentially WSP Customer impacting maintenance activity, to the
extent Qwest can determine such impact, and negotiate mutually agreeable dates with WSP in
substantially the same time and manner as it does for itself, its End User Customers, its
Affiliates, or any other party.
12.3.10.3 Qwest shall advise WSP of non-scheduled maintenance, testing,
monitoring, and surveillance activity to be performed by Qwest on any services, including, to the
extent Qwest can determine, any hardware, equipment, 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
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Section 12ass
promptly of any such actions it takes.
12.3.11 Hours of Coverage
12.3.11.1 Owests 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 7X24coverage is not available, Owests 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 Owest will provide trouble escalation procedures to WSP. Such
procedures wil be substantially the same type and quality as Owest employs for itself, its End
User Customers, its Affilates, or any other party. Owest escalations are manual processes.
12.3.12.2 Owest 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. The first escalation point is the tester.
WSP may request escalation to higher tiers in its sole discretion. Escalations status is available
through telephone and the electronic interfaces. Electronic escalation is not available for non-
designed products.
12.3.12.3 Owest shall handle chronic troubles on non-designed services, which are
those greater than three (3) troubles in a rolling thirt (30) Day period, pursuant to Section
12.2.2.1.
12.3.13 Dispatch
12.3.13.1 Owest will provide maintenance dispatch personnel in substantially the
same time and manner as it provides for itself, its End User Customers, its Affliates, or any
other party.
12.3.13.2 Upon the receipt of a trouble report from WSP, Owest will follow internal
processes and industry standards, to resolve the repair condition. Owest will dispatch repair
personnel on occasion to repair the condition. It will be Owests decision whether or not to send
a technician out on a dispatch. Owest reserves the right to make this dispatch decision based
on the best information available to it in the trouble resolution process. It is not always
necessary to dispatch to resolve trouble; should WSP require a dispatch when Owest believes
the dispatch is not necessary, appropriate charges will be biled by Owest to WSP for those
dispatch-related costs in accordance with Exhibit A if Owest can demonstrate that the dispatch
was in fact unnecessary to the clearance of trouble or the trouble is identified to be caused by
WSP facilities or equipment.
12.3.14 Electronic Reporting
12.3.14.1 WSP may submit Trouble Reports through the Electronic Bonding or GUI
interfaces provided by Owest.
12.3.14.2 Manually reported trouble tickets cannot be acæssed by WSP through
electronic interfaces until the ticket has been closed. The WSP will only be able to view the
history on the account. Tickets created electronically in CEMR (Customer Electronic
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Section 12ass .Maintenance and Repair) can be monitored from the time the ticket has been created until it is
closed as well as to view the accunt history.
12.3.15 Intervals/Parity
12.3.15.1 Similar trouble conditions, whether reported on behalf of Owest End User
Customers or on behalf of WSP End User Customers, will receive commitment intervals in
substantially the same time and manner as Owest provides for itself, its End User Customers,
its Affilates, or any other part.
12.3.16 Jeopardy Management
12.3.16.1 Owest wil notify WSP, in substantially the same time and manner as
Owest provides this information to itself, its End User Customers, its Affiliates, or any other
party, that a trouble report commitment (appointment or interval) has been or is likely to be
missed. At WSP 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
update, email, Jeopardy Notification, telephone cali, and/or a FOC (Firm Order Confirmation).
The purpose of the jeopardy notification is to identify jeopardy conditions to WSP that impact
meeting the scheduled due date of WSP's service requests.
12.3.17 Trouble Screening
12.3.17.1 WSP shall screen and test its End User Customer trouble reports
completely enough to insure, to the extent possible, that it sends to Qwest only trouble reports
that involve Owest facilities. For services and facilities where the capability to test all or portions
of the Qwest network service or facility rest with Qwest, Owest will then perform test isolation
and test the service and facility on behalf of the WSP.
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12.3.18 Maintenance Standards
12.3.18.1 Qwest wil cooperate with WSP to meet the maintenance standards
outlined in this Agreement.
12.3.18.2 On manually reported trouble, Qwest will inform WSP of repair completion
in substantially the same time and manner as Owest provides to itself, its End User Customers,
its Affiliates, or any other party. On electronically reported trouble reports the electronic system
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.
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12.3.19.3 Owest will recognize the designated WSP as the Customer of Record for
all services ordered by WSP and will send all notices, invoices and pertinent information directly
to WSP. Except as otherwise specifically provided in this Agreement, Customer of Record shall
be Owests single and sole point of contact for all WSP End User Customers.
12.3.20 Repair Call Handling
12.3.20.1 Manually-reported repair calls by WSP to Owest will be answered with the
same quality and speed as Owest answers calls from its own End User Customers.
12.3.21 Single Point of Contact
12.3.21.1 Owest wil provide a single point of contact for WSP to report
maintenance issues and trouble reports seven (7) Days a week, twenty-four (24) hours a day. A
single 7X24 trouble reporting telephone number will be provided to WSP for each category of
trouble situation being encountered.
12.3.22 Network Information
12.3.22.1 Owest maintains an information database, available to WSP for the
purpose of allowing WSP to obtain information about Owests NPAs, LATAs, Access Tandem
Switches and Central Ofices.
12.3.22.2
Owests web site.
This database is known as the ICONN database, available to WSP via
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
Owest updates the same data for itself, its End User Customers, its Affiliates, or any other party.
12.3.23 Maintenance Windows
12.3.23.1 Generally, Owest performs major Switch maintenance activities off-hours,
during certain "maintenance windows". Major Switch maintenance activities include Switch
conversions, Switch generic upgrades and Switch equipment additions.
12.3.23.2 Generally, the maintenance window is between 10:00 p.m. through 6:00
a.m. Monday through Friday, and Saturday 10:00 p.m. through Monday 6:00 a.m., Mountain
Time. Although Owest normally does major Switch maintenance during the above maintenance
window, there will be occasions where this wil not be possible. Owest 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 Owest provides
this information to itself, its End User Customers, its Affliates, or any other party.
12.3.23.3 Planned generic upgrades to Owest Switches are included in the ICONN
database, available to WSP via Owests web site.
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Section 12ass .12.3.24 Switch and Frame Conversion Service Order Practices
12.3.24.1 Switch Conversions. Switch conversion activity generally consists of the
removal of one switch and its replacement with another. Generic Switch software or hardware
upgrades, the addition of switch line and trunk connection hardware and the addition of capacity
to a Switch do not constitute Switch conversions.
12.3.24.2 Frame Conversions. Frame conversions are generally the removal and
replacement of one or more frames, upon which the Switch Ports terminate.
12.3.24.3 Conversion Date. The "Conversion Date" is a Switch or frame conversion
planned day of cut-over to the replacement frame(s) or Switch. The actual conversion time
typically is set for midnight of the Conversion Date. This may cause the actual Conversion Date
to migrate into the early hours of the day after the planned Conversion Date.
12.3.24.4 Conversion Embargoes. A Switch or frame conversion embargo is the
time period that the switch or frame trunk side facility connections are frozen to facilitate
conversion from one switch or frame to another with minimal disruption to the End User
Customer or WSP services. During the embargo period, Qwest wil reject orders for trunk side
facilities (see Section 12.3.24.4.1) other than conversion orders described in Section
12.3.24.4.3. Notwithstanding the foregoing and to the extent Qwest provisions trunk or trunk
facility related service orders for itself, its End User Customers, its Affliates, or any other party
during embargoes, Qwest shall provide WSP the same capabilities.
12.3.24.4.1 ASRs for switch or frame trunk side facility augments to capacity
or changes to Switch or frame trunk side facilities must be issued by WSP with a Due
Date prior to or after the appropriate embargo interval as identified in the ICONN
database. Qwest shall reject Switch or frame trunk side ASRs to augment capacity or
change facilities issued by WSP or Qwest, its End User Customers, its Affiliates or any
other party during the embargo period, regardless of the order's Due Date except for
conversion ASRs described in Section 12.3.24.4.3.
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12.3.24.4.2 For switch and trunk side frame conversions, Qwest 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 Qwest no later than thirty (30) Days before the Conversion
Date for like-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 (i.e., change of AMI to
B8ZS).
12.3.24.5 Frame Embargo Period. During frame conversions, service orders and
ASRs shall be subject to an embargo period for services and facilities 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-like 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 (i.e., change of
AMI to B8ZS) to the new frame, new facility ASRs shall be placed, and the embargo period shall
extend from sixty (60) Days prior to the Conversion Date until five (5) Days after the Conversion
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Date. Prior to instituting an embargo period, Qwest shall identify the particular dates and
locations for frame conversion embargo periods in its ICONN database in substantially the
same time and manner as Qwest notifies itself, its End User Customers, Affiliates, 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 facilities associated with the trunk
side of the switch. For conversion of trunks where WSP mirrors their existing circuit design from
the old Switch to the new Switch on a like-for-like 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 to the new
Switch, new facilty ASRs shall be placed, and the embargo period shall extend from sixty (60)
Days prior to the Conversion Date until five (5) Days after the Conversion Date. Prior to
instituting an embargo period, Qwest shall identify the particular dates and locations for Switch
conversion embargo periods in its ICONN database in substantially the same time and manner
as Qwest notifies itself, its End User Customers, Affiliates, or any other party.
12.3.24.7 Switch and Frame Conversion Quiet Periods for LSRs. Switch and frame
conversion quiet periods are the time period within which LSRs may not contain Due Dates, with
the exception of LSRs that result in disconnect orders, including those related to LNP orders,
record orders, Billng change orders for non-switched products, and emergency orders.
12.3.24.7.1 LSRs of any kind issued during Switch or frame conversion quiet
periods create the potential for loss of End User Customer service due to manual
operational processes caused by the Switch or frame conversion. LSRs of any kind
issued during the Switch or frame conversion quiet periods wil be handled as set forth
below, with the understanding that Qwest shall use its best efforts to avoid the loss of
End User Customer service. Such best efforts shall be substantially the same time and
manner as Qwest uses for itself, its End User Customers, its Affliates, or any other
party.
12.3.24.7.2 The quiet period for Switch conversions, where no LSRs except
those requesting order activity described in 12.3.24.7 are processed for the affected
location, extends from five (5) Days prior to conversion until two (2) Days after the
conversion and is identified in the ICONN database.
12.3.24.7.3 The quiet period for frame conversions, where no LSRs except
those requesting order activity described in 12.3.24.7 are processed or the affected
location, extends from five (5) Days prior to conversion until two (2) Days after the
conversion.
12.3.24.7.4 LSRs, except those requesting order activity described in
12.3.24.7, (i) must be issued with a Due Date prior to or after the conversion quiet period
and (ii) may not be issued during the quiet period. LSRs that do not meet t.hese
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, will be processed after the quiet period
expires.
12.3.24.7.6 WSP may request a Due Date change to a LNP related
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Section 12ass .disconnect scheduled during quiet periods up to 12:00 noon Mountain Time the Day
prior to the scheduled LSR Due Date. Such changes shall be requested by issuing a
supplemental LSR requesting a Due Date change. Such changes shall be handled as
emergency orders by Qwest.
12.3.24.7.7 WSP may request a Due Date change to a LNP related
disconnect order scheduled during quiet periods after 12:00 noon Mountain Time the
Day prior to the scheduled LSR Due Date until 12 noon Mountain Time the Day after the
scheduled LSR Due Date. Such changes shall be requested by issuing a supplemental
LSR requesting a Due Date change and contacting the Interconnect Service Center.
Such changes shall be handled as emergency orders by Qwest.
12.3.24.7.8 In the event that WSP End User Customer service is disconnected
in error, Qwest wil restore service in substantially the same time and manner as Qwest
does for itself, its End User Customers, its Affiliates, 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 part.
12.3.24.9 Switch Line and Trunk Hardware Additions. Qwest shall use its best
efforts to minimize WSP service order impacts due to hardware additions and modifications to
Qwests existing Switches. Qwest shall provide WSP substantially the same service order
processing capabilities as Qwest provides itself, its End User Customers, Affiliates, or any other
party during such Switch hardware additions.
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Section 13
Access To Telephone Numbers
SECTION 13.0 - ACCESS TO TELEPHONE NUMBERS
13.1 Nothing in this Agreement shall be construed in any manner to limit or otherwise
adversely impact either Party's right to request an assignment of any NANP number resources
including, but not limited to, Central Office (NXX) Codes pursuant to the Central Ofice 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 responsibility of each Party to program and update its own switches and
network systems pursuant to the Local Exchange Routing Guide (LERG) to recognize and route
traffic to the other Party's assigned NXX or NXX-X codes. Neither Part shall impose any fees
or charges on the other Part 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 will cooperate to timely rectify inaccuracies in its LERG data. Each Party will
maintain/revise the LERG to reflect current homing arrangements, which includes subtending
arrangements for local and access tandems, and 800 SSP. Each Party is responsible for
updating the LERG data for NXX codes assigned to its End Office Switches. Each Party shall
use the LERG published by Telcordia or its successor for obtaining routing information and shall
provide through an authorized LERG input agent, all required information regarding its network
for maintaining the LERG in a timely manner.
13.5 Each Party shall be responsible for notifying its End User Customers of any changes in
numbering or dialing arrangements to include changes such as the introduction of new NPAs.
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Section 14
Local Dialing Parity .
SECTION 14.0 - LOCAL DIALING PARITY
14.1 The Parties shall provide local dialing parity to each other as required under Section
251 (b)(3) of the Act. Qwest 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 Customets calls. Additional terms and conditions
with respect to customized routing are described in this Agreement.
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SECTION 15.0 - Intentionally Left Blank
Section 15
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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. any other Interconnection Agreement. Tariff or
otherwise defined by Qwest as a product or service shall be treated as a Bona Fide Request
(BFR). Qwest shall use the BFR Process to determine the terms and timetable for providing the
requested Interconnection or Ancilary services and the technical feasibility of new/different
points of Interconnection. Qwest wil administer the BFR Process in a non-discriminatory
manner.
16.2 A BFR shall be submitted in writing and on the appropriate Qwest form for BFRs. WSP
and Qwest may work together to prepare the BFR form and either Party may request that such
coordination be handled on an expedited basis. This form shall be accompanied by the non-
refundable Processing Fee specified in Exhibit A of this Agreement. Qwest wil refund on-half of
the Processing Fee if the BFR is cancelled within ten (10) business Days of the receipt of the
BFR form. The form will request. and WSP 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 will be used to
provide a Telecommunications Service;
16.2.5 the quantity requested;
16.2.6 the specific location requested;
16.3 Within two (2) business Days of its receipt. Qwest shall acknowledge receipt of the BFR
and in such acknowledgment advise WSP of missing information, if any, necessary to process
the BFR. Thereafter. Qwest shall promptly advise WSP of the need for any additional
information required to complete the analysis of the BFR. If requested, either orally or in writing,
Qwest will provide weekly updates on the status of the BFR.
16.4 Within twenty-one (21) calendar Days of its receipt of the BFR and all information
necessary to process it, Qwest shall provide to WSP an analysis of the BFR. The preliminary
analysis shall specify Qwests conclusions as to whether or not the requested Interconnection is
technically feasible.
16.5 If Qwest determines during the twenty-one (21) Day period. that a BFR does not qualify
as an Interconnection or Ancillary service that is required to be provided under the Act or state
law, Qwest shall advise WSP as soon as reasonably possible of that fact, and Qwest shall
promptly, but in no case later than the twenty-one Day period, provide a written report setting
forth the basis for its conclusion.
16.6 If Qwest determines during such twenty-one (21) Day period that the BFR qualifies
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Section 16
Bona Fide Request Process
under the Act or state law, it shall notify WSP in writing of such determination within ten (10)
calendar Days, but in no case later than the end of such twenty-one (21) Day period.
16.7 As soon as feasible, but in any case within forty-five (45) calendar Days after Qwest
notifies WSP that the BFR qualifies under the Act, Qwest shall provide to WSP a BFR quote.
The BFR quote 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 constructioncharges of the Interconnection Ancilary service and any minimum volume and term
commitments required, and the timeframes within which the request wil be provisioned.
16.8 A WSP has sixty (60) business Days upon receipt of the BFR quote, to either agree to
purchase under the quoted price, or cancel its BFR.
16.9 If WSP has agreed to minimum volume and term commitments under the preceding
paragraph, WSP may cancel the BFR or volume and term commitment at any time but may be
subject to termination liability assessment or minimum period charges.
16.10 If either Party believes that the other Party is not requesting, negotiating or processing
any BFR in good faith, or disputes a determination or quoted price or cost, it may invoke the
Dispute Resolution provision of this Agreement.
16.11 All time intervals within which a response is required from one Party to another under
this Section are maximum time intervals. Each Party agrees that it 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 Ancillary services
and Qwest determines in accordance with the provisions of this Section 16 that the request is
technically feasible, subsequent requests or orders for substantially similar types of
Interconnection or Ancillary services by that WSP shall not be subject to the BFR process. To
the extent Qwest has deployed or denied a substantially similar Interconnection or Ancillary
services under a previous BFR, a subsequent BFR shall not be required and the BFR
application fee shall be refunded immediately. ICB pricing and intervals will still apply for
requests that are not yet standard offerings. For purposes of this Section 16.12, a "substantially
similat' request shall be one with substantially similar characteristics to a previous request with
respect to the information provided pursuant to Subsections 16.2.1 through 16.2.6 of Section
16.2 above. The burden of proof is upon Qwest to prove the BFR is not substantially similar to
a previous BFR.
16.13 The total cost charged to WSP shall not exceed the BFR quoted price.
16.14 Upon request, Qwest shall provide WSP with Qwests supporting cost data and/or
studies for the I nterconnection or Ancilary service that WSP wishes to order within seven (7)
business Days, except where Qwest cannot obtain a release from its vendors within seven (7)
business Days, in which case Qwest wil make the data available as soon as Qwest receives
the vendor release. Such cost data shall be treated as Confidential Information, if requested by
Qwest under the non-disclosure sections of this Agreement.
16.15 Qwest shall make available a topical list of the BFRs that it has received with WSPs
under this Agreement. The description of each item on that list shall be sufficient to allow WSP
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Section 16
Bona Fide Request Process .to understand the general nature of the product, service, or combination thereof that has been
requested and a summary of the disposition of the request as soon as it is made. Qwest shall
also be required upon the request of WSP to provide sufficient details about the terms and
conditions of any granted requests to allow WSP to elect to take the same offering under
substantially identical circumstances. Qwest shall not be required to provide information about
the request initially made by WSP whose BFR was granted, but must make available the same
kinds of information about what it offered in response to the BFR as it does for other products or
services available under this Agreement. WSP shall be entitled to the same offering terms and
conditions made under any granted BFR, provided that Qwest may require the use of ICB
pricing where it makes a demonstration to WSP of the need therefore.
.
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Section 17
Audit Process
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.
17.2 The data referred to above shall be relevant to any performance indicators that are
adopted in connection with this Agreement, through negotiation, arbitration or otherwise. This
Audit shall take place under the following conditions:
17.2.1 Either Party may request to perform an Audit.
17.2.2 The Audit shall occur upon thirty (30) business Days written notice by the
requesting Party to the non-requesting Party.
17.2.3 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 Part'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 no longer subject to
Audit. In the event an audit is initiated, the Parties agree to retain records of all
transactions under this Agreement for at least 24 months and all subsequent
transactions 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 bom by the requesting
Party.
17.2.9 The Party requesting the Audit may request that an Audit be conducted
by a mutually agreed-to independent auditor. Under this circumstance, the costs of the
independent auditor shall be paid for by the Party requesting the Audit.
17.2.10 In the event that the non-requesting Party requests that the Audit be
performed by an independent auditor, the Parties shall mutually agree to the selection of
the independent auditor. Under this circumstance, the costs of the independent auditor
shall be shared equally by the Parties.
17.2.11 The Parties agree that if an Audit discloses error(s), the Part 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
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Section 17
Audit Process .
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 Part, to insure the protection of the proprietary
nature of information of other competitors. To the extent a competitor is an affiliate of the Party
being audited (including itself and its subsidiaries), the Parties shall be allowed to examine such
Affiliates' disaggregated data, as required by reasonable needs of the Audit.
.
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Section 18
Construction Charges
SECTION 18.0 - CONSTRUCTION CHARGES
18.1 Qwest will conduct an individual financial assessment of any request which requires
construction of network capacity, facilities, or space for access. When Qwest constructs to fulfil
WSP's request, Qwest will 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 be applied 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 otherwse explicitly stated within
this Agreement, such equipment is acceptable to the Parties, provided said equipment does not
pose a security, service or safety hazard to persons or property.
19.3 Generally accepted and developed industry standards which the Parties agree to
support include, but are not limited to:
19.3.1 Switching
GR-2863-CORE AIN
GR-1428-CORE Toll Free Service
GR-1432-CORE TCAP
GR-905-CORE ISUP .
GR-1357-CORE switched Fractional DS1
GR-1298-CORE AIN switching System Generic Requirements
GR-1299-CORE AIN Service Control Point Adjunct Interface Generic
Requirements
TR-NWT-001284 AIN 0.1 switching System Generic Requirements
GR-905-CORE Common Channel Signaling Network Interface Specification
GR-1432-CORE CCS Network Interface Specification Telcordia TR-TSY-000540,
Issue 2R2
GR-305-CORE
GR-1429-CORE
GR-2863-CORE
FR-64 LATA LSSGR
GR-334-CORE Switched Access Service
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19.3.2
19.3.3
Section 19
Network Standards
TR-Nwr-000335 Voice Grade Special Access Services
TR-TSY-000529 Public LSSGR
TR-Nwr-000505 LSSGR Call Processing
FR-Nwr-000271 OSSGR
TR-Nwr-001156 OSSGR Subsystem
SR- TSY -001171 System Reliability Analysis
Transport
Telcordia FR-440
TR-Nwr-000499 (TSGR) Transport Systems Generic Requirements
GR-820-CORE Generic Transmission Surveillance; DS1 and DS3 Performance
GR-253-CORE Synchronous Optical Network Systems (SONET)
TR-Nwr-000507 Transmission
TR-Nwr-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
Loops
TR-Nwr-000057 Functional Criteria for Digital Loop Carrier Systems Issue 2
TR-Nwr-000393 Generic Requirements for ISDN Basic Access Digital
Subscriber Lines
GR-253-CORE SONET Common Generic Criteria
TR-Nwr-000303Integrated Digital Loop Carrier System Generic Requirements
TR-TSY-000673 Operations Interface for an IDLC System
GR-303-CORE Issue 1 Integrated Digital Loop Carrier System Generic
Requirements
TR-Nwr-000393 Generic Requirements for ISDN Basic Access Digital
Subscriber Lines
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Section 19
Network Standards .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 Netwrk Interfaces
TR-NWT-000937 Generic Requirements for Outdoor and Indoor Building
Entrance
TR-NWT-000133 Generic Requirements for Network Inside Wiring
19.3.4 Local Number Portability
Generic Requirements for SCP Application and GTT Function for Number
Portability, iCC LNP Workshop SCP Generic Requirements Subcommittee.
Generic Switching and Signaling Requirements for Number Portability, Version
1.03, ICC LNP Workshop Switch Generic Requirements Subcommittee,
September 4, 1996.
Generic Operator Services Switching Requirements for Number Portability, Issue
1.1, Tech Rep, Illnois Number Portabilty Workshop, 1996..
Number Portability Operator Services Switching Systems (Revision of T1. TRQ.1-
1999) T1.TRQ.1-2001
Number Portability Switching Systems (Revision of T1.TRQ.2-1999) T1.TRQ.02-
2001
Number Portability Database and Global Title Translation T1.TRQ.03-1999
FCC First Report and Order and Further Notice of Proposed Rulemaking; FCC
96-286; CC Docket 95-116, RM 8535; Released July 2, 1996;
FCC First Memorandum Opinion and Order on Reconsideration; FCC 97-74; CC
Docket 95-116, RM 8535; Released March 11; 1997.
FCC Second Report and Order, FCC 97-298; CC Docket 95-116, RM 8535;
Released August 18, 1997.
FCC Third Report and Order, FCC 98-82; CC Docket 95-116, RM 8535;
Released May 12, 1998.
FCC Wireless LNP deadline to 11/24/03, FCC 02-215; CC Docket 95-116; WT
Docket 01-184; Released July 26,2002.
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Section 19
Network Standards
19.4 The Parties will cooperate in the development of national standards for Interconnection
elements as the competitive environment evolves. Recognizing that there are no current
national standards for Interconnection Network Elements, Qwest has developed its own
standards for some Network Elements, including:
Expanded Interconnection and Collocation for Private Line Transport and Switched
Access Services - #77386
Competitive Local Exchange Carrier Installation/Removal Guidelines - #77390
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: http://ww.gwest.com/techpub/.1
Qwest now provides all Technical Publications to WSPs for no charge via the internet.
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Section 20
Signature Page .SECTION 20.0 - SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
respective duly authorized representatives.
365 Wireless, LLC Qwest Corporation
...llo.uSigned by
~92~(200E9FC68B05745L:J
~ TOk.Ô4-:_
OocuSigned By: L T Christensen
Signature Signature
Clive Marsh
Name PrintedlTyped
L.T. Christensen
Name PrintedlTyped
CFO
Title
Director - Wholesale Contracts
Title
8/15/2011 8/17/2011
Date Date
.
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Wireless Type 2 Exhibit A
Idaho
EAS I Locl TraffcReciprol Collnsaon
Election
New . Bill and Keep Notes
:~::...........:;:;::;:;:.....:...........:.:.:..:.;:::::".
;¡r
:::::::.:::::::::::::::::::::.:::;:
:;::::...;.-......
:::R.il:~:d
:::::::::~Mll¡f::~:::6.0 Intrconnection
6.1 Entnce Facilites
6.11 DS1 $10361 $208.34 A A
I .
61.2 DS3 $524.42 $277.73 A A
6.2 EICT
6.21 PerDS1 $000 $0.00 A A
I 6.2.2 PerDS3 $0.00 $0.00 B B
6.3 Direct Trunked TransDOrt
6.3.1 DSO Recurrina Fixed & oer Mile A A6.3.1.1 Ovr 0 to 8 Miles $24.67 $0.29 A A
I 6.3.1.2 Over 8 to 25 Miles $2469 $0.23 A A
6.3.1.3 Over 25 to 50 Miles $2486 $0.15 A A
I 63.1.4 Over 50 Miles $24.69 $0.05 A A
I,6.3.2 DS1 Recurrino Fixed & oer Mile
63.2.1 Over 0 ta 8 Miles $3735 $1.25 A A63.2.2 Over 8 to 25 Mi les $37.35 $1.82 A A6.3.2.3 Over 25 to 50 Miles $37.35 $189 A A6.3.2.4 Over 50 Miles $37.35 $1.90 A A
6.3.3 DS3 Recurrina Fixed & Der Mile
6.3.3.1 Ovr 0 to 8 Miles $257.18 $19.48 A A6.3.3.2 Over 8 to 25 Miles $260.49 $24.24 A A63.3.3 Ovr 25 to 50 Mi les $260.77 $26.43 A A6.3.3.4 Over 50 M i1es $259.32 $26.35 A A
!6A Multinlexina
I 6.41 DS1toDSO $26386 $193.30 A A6.42 DS3toDS1 $30422 $193.30 A A
6.5 Trunk Nonreurrino Charaes
6.5.1 DS1 Interfce
6.5.1.Firs Trunk $229.40 A6.5.1.2 Each Additional Trunk $5.46 A
I
65.2 DS3 Interfce
6.5.2.1 First Trunk $235.71 AI65.2.2 Each Additional Trunk $11.8 A
I653Trunk Routin Chanae. oer Tvoe 2 Trunk Grouo
65.3.1 2A Direct Final to Alternate Final $74.61 165.3.2 Tvne 2 Routin. Translation Channe $74.61 1
6.6 AnCillNTrunks
6.6.1 One-Wav Out Onlv. Ancillarv Trunks oer Trunk
!66.1.Idaho - North $20.69 $43.00i661.2 Idaho. South
I 6.6.1.21 Zone 1 $11.50 $117.50
I 6.6.1.22 Zone 2 $17.51 $117.506.6.1..3 Zone 3 $12.63 $117.50
6.1 IntMTA Traffc
I 6.7.1 End Ofce Call Termination. oer Minute of Use $0.001343 ##
I
I 6.7.2 Tandem SWITched Transoort, oer Minute of Use $0.000690 #
I
i 6.7.3 Tandem Transmission (Recurrna Fixed & "er MilEi
i 6.7.3.1 OvrOt08 Miles $0.0004564 $0.0000367 A A
1 67.3.2 Ovr 8 to 25 Miles $0.0004564 $00000367 A A6.7.3.3 Over 25 to 50 Mi les $0.0004564 $00000367 A A67.3.4 Over 50 Miles $0.00026 $00000144 A A
16.8 ISP Bound Traffc
i 6.8.1 I Local Traffic - FCC - ISP Rate Caos
16.8.1.1 i Minute Of Use as of June 14, 2003, rate in effec until further FCC action $0.0007 4
16.9 Miscellaneous Charaes
Owest Idaho 7th Revision
October 2, 2007 Page 1 of3
DocuSign Enlope ID: 05DA1 ()19A-4B44-AFOE-67A5D1 C5FE6F
Wireless Type 2 Exhibit A
Idaho
-
Acces
Service
Catalog
6.9.2 Expedite Charge Qwest s Idaho
Acces
Service
Catalog
6.9.3 Additional Testing Owt s Idaho
Access
Service
Catalog
6.10 Transit Traffc
6101 Local & Intra LATA Toll Transit per Minute of Use $0.0045 2,6
16.11 Jointlv Provided Switched Access Services
611.1 Mechanized Acoes Records. per Record $0.0014877 B
6.12 IntrMTA Traffc OwstFCC QwestFCC
Switched Switched
Access T arill Access T arill
7.0 i IntentionallY Left Blank
8.0 I IntentionallY Left Blank
9.0 1 Ancila Services
9.1 Local Number Portbilft
911 LNP Queries See FCC See FCC
Tarill#1 Tariff #1
Secton 13&Secton 13&
20 20
9.12 LNP Manaoed Cus
9.12.1 standard Manaaed Cuts, oer Persn, oer Half Hour $26.57 A
9.1.2.2 Overtime Manaaed Cut, per Persn per Half Hour $34.38 A
9.1.2.3 Premium Manaoed Cut ner Persn, per Half Hour $42.21 A
9.2 9111 E911 No Charae No Charae
9.3 Intntionallv Left Blank
19A Access to Poles Duct, Conduit and Riqht of Wav (ROW)
i 9.41 Pole Inouirv Fee aer Inauirv $34163 1
I 9.42 Innerduet Inauirv Fee ner Inauirv $233.51 1
I 9.43 ROW Inauirv Fee, per Inauirv $378.87 1
,9.4.4 ROW Document Preparation Fee $122.91 1
9.45 Reid Verification Fee oer Pole $20.48 1
I 9.46 Reid Verification Fee, oer Manhole $190.89 1
;9.47 Planner Verification per Manhole $16.52 1
i 9.48 Manhole Verificaion Insaeetor, per Manhole $92.18 1
9.49 Manhole Make-Readv Insoector oer Manhole $245.82 1
9.410 Intentlonallv Left Blank
9.411 Pole Attchment Fee. per Foot. per Year $277 A
9.412 Innerduet
9.412.1 IIntentionallv Left Blank
9.412.2 Iinnerduet Occuoancv Fee oer Foot, oer Year $031 4
9.413 Access Aareement Consideration $10.00 A
1 9.414 Make Readv ICB 3
10.0 Intentionally Left Blank
11.0 1 Access to Ooerational Suooort Svsms OSS'
111.1 Develooment and Enhancements, oer Order $5.00 A
111.2 Onaoina Oaerations. Der Order $1.40 A
12.0 Maintenance and Repair
12.1 Trouble Isolation
1211 Maintenance of Service for non-Owst Trouble. per Half Hour or fraction thereof
12.1.1.1 I Maintenance of Service - Basic $28.86 A
12.1.12 I Maintenance of Service - Overtime $38.55 A
12.1..3 I Maintenance of Service - Premium $48.25 A
1212 Oisnatch for non-Qwes! Trouble $87.98 A
Ows! Idaho 7th Revision
Ocober 2, 2007 Page 2 of3
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DouSign Envelope ID: D53DA1D-19A4B44-OE-6A5D1C5FE6F
Wireless Type 2 Exhibit A
Idaho
14.0 Iintentionall Left Blank
15.0 Intentionall Left Blank
16.0 I Bona Fide Re uest Process
'16.1 Processin Fee
17.0 Intentionall Left Blank
18.0 Intentionall Left Blank
$1,851.86 A
19.0 I Constction Cha es ICB ICB 3 3
NOTES:
Unless otherwise indicated, all rates are ursuant to Idaho Public Utilites Commission Dockets:
A Cost Docket OWE-T-01-11, Order No. 29408 Janua 5,2004 rates effective Janua 5,2004.
B Cost Docket OWE-T-01-11, Order No. 29408 Janua 5,2004 rates effective Janua 5,2004
# Volun!a Rate Reduction Docket USW-T-00-3, effective 6/1010. Reductions refleced in the 5/24102 Exhibit A.
## Third Volun!a Rate Reduction Docke USW-T-OO-3, efective 12/16/02, Reductions refleced in the 10/1612 Exhibit A.
1 Rates not addressed in cost docket TELRIC-based oosts where re uired.
2 Market-based raes.
31GB, Individual Case Basis ricin.
4 Rates er FCC Guidelines
5 Rate A reed u on in 271 workho s.
6 The provision 01 transiting servces is not required pursuant to Section 251 01 the Teleoommunications Act. Qwest has chosen to offer this service as part 01 its
interconnection a rsemen! but this service is not re uired to be riced acoordin to a TELRIC methodolo
Qwst Idaho 7th Revision
Ocober 2, 2007 Page 3013
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Exhibit B
Service Performance Indicators
EXHIBIT B
SERVICE PERFORMANCE INDICATORS
Qwest and (WSPJ agree that Qwest wil provide Type 2 Interconnection Trunks to (WSPJ
and other Wireless Service Providers, for use as Telecommunications Services, in a
non-discriminatory manner. Qwest wil work with (WSPJ on an Individual Case Basis
(ICB) when (WSPJ requires data from Qwest to develop operation reporting.
WSP-T-2-Exhibit B May 24, 2005 Pagel
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WSPT2 - Exhibit C
EXHIBIT C
Intentionally Left Blank
9-24-08 Page 1
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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
("Facilties") to Qwest Corporation's ("Qwest') Poles, to place Facilities on or within
Qwests Innerduct (collectively "Poles/lnnerduct') and to obtain access to Qwests
private right of way ("ROW'), to the extent Qwest has the right to grant such access.
This General Information is necessary to determine if Qwest can meet the needs of
the WSP's request but does not guarantee that physical space or access is currently
available. Permission will be granted on a first-come, first-serve basis on the terms
and conditions set forth in the appropriate agreement pertaining to "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 Inquiry Review - Attachment 1.A (Database Search). The WSP is
requested to review this document and return Attachment 1.A along with two
copies of a map and the nonrefundable Inquiry Fee, calculated in accordance
with Attachment 1.A hereto. These fees are intended to cover Qwests expenses
associated with performing an internal record (database) review, preparing a cost
estimate for the required field survey, setting up an account, and determining
time frames for completion of each task to meet the WSP's Request. Be sure a
BAN number is assigned by the Qwest Service Support Representative for each
request before sending an Attachment 1.A To request a BAN number send an
email requestingoneto:wholesale.servicesupportteamrgqwest.com. Include your name,
company, phone number, email address, city and state of our inquiry. A BAN
number will be assigned to your inquiry and 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.servicesupportteam~qwest.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 entr 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 illegible or incomplete maps. If WSP wishes to
terminate at a particular manhole (such as a POI) it must be indicated on the
maps. For ROW: Section, Range and Township, to the % section must also be
provided.
Qwest will complete the Inquiry review and prepare and return a Poles/lnnerduct
Verification/ROW Access Agreement Preparation Costs Quotation (Attachment
1.B) to the WSP generally within ten (10) days or the applicable federal or state
WSP- T-2-Exhibit D 5-23-05
1
DocuSign Envelope ID: D53DA21D-619A-4B44-AFOE-67 A5D1 C5FE6F
law, rule or regulation that governs this Agreement in the state in which Innerduct
attachment is requested. In the case of poles, Qwest will assign a Field Engineer
and provide his/her name and phone number to the WSP. The Field Engineer 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. B.
.
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 will also indicate whether or not Qwest
has a copy of the ROW agreement in its possession. Qwest makes no
representations or warranties regarding the accuracy of its records, and WSP
acknowledges that, to the extent that real property rights run with the land, the
original granting party may not be the current owner of the property.
In the case of MDUs, Qwest 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 will provide to WSP a copy of agreements listed in the Matrices that have
not been publicly recorded if WSP obtains authorization for such disclosure from
the third party owner(s) of the real property at issue by an executed version of
the Consent to Disclosure form, which is included in Attachment 4. Qwest 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.B (Verification) & Attachment 4 (Access Agreement
Preparation). With respect to Poles and Innerduct, upon review and acceptance
of signed Attachment 1.B and payment of the estimated verification costs by the
WSP, Qwest will conduct facilities verification and provide the requested
information which mayor may not include the following: a review of public and/or
WSP- T-2-Exhibit D 5-23-05
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DocuSign Envelope ID: D53DA21D-619A-4B44-AFOE-67A5D1C5FE6F
internal Qwest right-of-ways records for restrictions, identification of additional
rights-of-way required; a field survey and site investigation of the Innerduct,
including the preparation of distances and drawings, to determine availability on
existing Innerduct; identification of any make-ready costs required to be paid by
the WSP, if applicable, prior to installing its facilities. In the case of Poles,
Attachment 1.8 orders the field verification which may be done jointly. A copy of
the signed Attachment 1.8 should be emailed to wsst~qwest.com while the
appropriate fees should be sent to the Qwest-WSP Joint Use Manager with the
original signed Attachment 1.8. Upon completion of the verification, Attachment
2 will be sent to the WSP by Qwest.
With respect to ROW, upon review and acceptance of signed Attachment 1.8
and payment of the ROW conveyance consideration, Qwest wil deliver to the
WSP an executed and acknowledged Access Agreement to the WSP in the form
attached hereto as Attachment 4 (the "Access Agreement"). In the event that the
ROW in question was created by a publicly recorded document and Qwest has a
copy of such document in its files, a copy of the Right-of-Way Agreement, as
defined in the Access Agreement, 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 wil not have a copy of the Right-of-Way Agreement attached. If the
ROW was created by a non-publicly recorded document, but Qwest does not
have a copy of the Right-of-Way Agreement in its possession, the WSP must
obtain a copy of the Right-of-Way Agreement or other suitable documentation
reasonably satisfactory to Qwest to describe the real property involved and the
underlying rights giving rise to the Access Agreement.
Although Qwest will provide the identity of the original grantor of the ROW, as
reflected in Qwests records, the WSP is responsible for determining the current
owner of the property and obtaining the proper signature and acknowledgement
to the Access Agreement. If Qwest does not have a copy of the Right-of-Way
Agreement in its records, it is the responsibility of the WSP to obtain a copy of
the Right-of-Way Agreement. If the ROW was created by a publicly recorded
document, the WSP must record the Access Agreement (with the Right-of-Way
Agreement attached) in the real property records of the county in which the
property is located. If the ROW was created by a grant or agreement that is not
publicly recorded, WSP must provide Qwest with a copy of the properly executed
and acknowledged Access Agreement and, if applicable, properly executed
Consent Regarding Disclosure form or letter of indemnification.
Qwest is required to respond to each Attachment 1.8. submitted by WSP within
35 days of receiving the Attachment 1.8. In the event that Qwest believes that
circumstances require a longer duration to undertake the activities reasonably
required to deny or approve a request, it may petition for relief before the
Commission or under the escalation and dispute resolution procedures generally
applicable under the interconnection agreement, if any, between Qwest and
WSP.
2.3 Poles/Duct Order Attachment 2 (Access). In the case of Poles and
Innerduct, upon completion of the inquiry and verification work described in
WSP- T-2-Exhibit D 5-23-05
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DocuSign Envelope ID: D53DA21 D-619A-4B44AFOE-67 A5D1 C5FE6F
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 wil 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 will notify
WSP when Poles/lnnerduct are ready for attachment or placement of Facilities.
A copy of the signed Attachment 2 form should be emailed to
wholesale.sericesupportteamrægwest.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 lnnerduct, 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 repair or clearing damaged facilities,
but may not construct new facilties as part of Make-ready work.
Construction work to place conduit or replace poles may be required where
facilities are blocked. The WSP may contract separately with a 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 WSP to install, maintain, rearrange, transfer, and remove at its sole
expense its Facilities on Poles/lnnerduct to the extent owned or controlled by
Qwest. Qwest provides access to Poles/lnnerductlROW in accordance with the
applicable federal, state, or local law, rule, or regulation, incorporated herein by
this reference, and said body of law, which governs this Agreement in the state in
which Poles/lnnerduct is provided. Any and all rights granted to WSP shall be
subject to and subordinate to any future federal, state, and/or local requirements.
Nothing in this General Information shall be construed to require or compel
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
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DocuSign Envelope ID: D53DA21 D-619A-4B44AFOE-67 A5D1 C5FE6F
preparing the Access Agreement or any other aspect of conveying access to
Qwests ROW, the WSP agrees to be responsible for payment of the actual costs
incurred if such costs exceed the standard fees; actual costs shall include,
without limitation, personnel time, including attorney time.
3.DISPUTE RESOLUTION
3.1. Other than those claims over which a federal or state regulatory agency
has exclusive jurisdiction, all claims, regardless of legal theory, whenever
brought and whether between the parties or between one of the parties to this
Agreement and the employees, agents or affiliated businesses of the other party,
shall be resolved by arbitration. A single arbitrator engaged in the practice of law
and knowledgeable about telecommunications law shall conduct the arbitration in
accordance with the then current rules of the American Arbitration Association
("AAA") unless otherwise provided herein. The arbitrator shall be selected in
accordance with AAA procedures from a list of qualified people maintained by
AAA. The arbitration shall be conducted in the regional AAA office closest to
where the claim arose.
3.2. All expedited procedures prescribed by the AAA shall apply. The
arbitrator's decision shall be final and binding and judgment may be entered in
any court having jurisdiction thereof.
3.3. 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 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.
WSP- T-2-Exhibit D 5-23-05
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DocuSign Envelope ID: D53DA21D-619A-4B44AFOE-67 A5D1 C5FE6F
ATTACHMENT 1. A
Poles/lnnerductl or ROW Inquiry Preparation Fee
General Agreement
BAN Number (one for each route must be assigned before
processing):
.
Date Submitted:Date Replied to WSP:
WSP
name:
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 pncing chart) X
$
2. Innerduct Inquiry Fee (see attached pncing chart) X
$
3. ROW Records Inquiry (see attached pncing chart) X
$
4. Estimated Interval for Completion of Items 1, 2 or 3: 10
5. Additional requirements of WSP: _
=
=
=
Days .
This Inquiry will result in (a) for Poles and Innerduct: a drawing of the duct or innerduct structure
fitting the requested route, if available, and a quote of the charges for field verification, and/or (b)
in the case of ROW, a ROW identification matrix, a quote of the charges for preparation of and
consideration for, the necessary Access Agreements, and copies of ROW documents in Qwests
Possession. (c) For Poles, the name and telephone number of the Field Engineer are provided so
that the WSP may contact the Qwest Field engineer and discuss attachment plans. If a field
verification of poles is required, Attachment 1.B must be completed and the appropriate charges
paid. Innerduct verification is always needed.
By signing below and providing payment of the Estimated Costs identified above, the WSP
desires Qwest to proceed with the processing of its database/records search and acknowledges
receipt of this General Information, including the General Terms and Conditions under which
Qwest offers such Poles/lnnerduct. Quotes expire in 30 days.
Qwest Corporation
Signature Signature
Name Tvped or Printed Name Tvped or Printed
Title Title
WSP- T-2-Exhibit D 5-23-05
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DocuSign Envelope ID: D53DA21D-619A-4B44-AFOE-67A5D1C5FE6F
I Date EI Date
This signed form (original) must be sent with a check for the Inquiry amount (to "Qwest")
to:
Manager, Qwest Joint Use, 700 W. Mineral Ave. MT G28.24 Littleton, CO 80120
A copy of this form must be sent with two acceptably-detailed maps showing the
requested route to:
Qwest Service Representative at: wholesale.servicesupportteamrggwest.com. Put "Agree"
on signature line.
wSP- T-2-Exhibit D 5-23-05
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DocuSign Envelope ID: D53DA21 D-619A-4B44AFOE-67 A5D1 C5FE6F
ATTACHMENT 1.8 .
General Agreement
BAN Number:
Poles/lnnerduct Verification/ROW Access Agreement Preparation Costs Quotation
Date Nonrefundable Reæived:Date Replied to WSP:
**NOTE: THIS ATTACHMENT WILL BE COMPLETED BY QWEST AND SENT TO THE
WSP FOR SIGNATURE AFTER THE DATABASE INQUIRY iS COMPLETE.**
Estimated Costs Number Total Charge
1. Pole Field Verification Fee (10 pole minimum)$
2. Innerduct Field Verification Fee $
3. Preparation of private ROW documents
$
4. Access Agreement Prep. and Consideration$lO/ Access Agreement_$
5. Estimated Interval to Complete Items 1 or2 or 3 and/or 4:
Working Days .
Comments:
By signing below and providing payment of the Total Estimated Costs identified above,
the WSP desires Qwest to proceed with the processing of its field survey/preparation of
Access Agreements, and acknowledges receipt of this General Information, including the
General Terms and Conditions under which Qwest offers such ROW/Poles/lnnerduct.
The WSP acknowledges the above costs are estimates only and WSP may be
financially responsible for final actual costs which exceed this estimate, or receive credit
if requested. Quotes expire in 30 days.
Qwest Corporation
Signature Signature
Name Typed or Printed Name Typed or Printed
Title Title
WSP- T-2-Exhibit D 5-23-05
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DocuSign Envelope ID: D53DA21 D-619A-4B44-AFOE-67 A5D1 C5FE6F
I Date o 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: wsst(!gwest.com, with "Agree" on the
signature line.
wsP- T-2-Exhibit D 5-23-05
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DocuSign Envelope ID: D53DA21 D-619A-4B44-AFOE-67 A5D1 C5FE6F
ATTACHMENT 2
Polesllnnerduct Order
.
General Agreement _
BAN Number:
**NOTE: THIS FORM WILL BE COMPLETED BY QWEST AND SENT TO WSP FOR
SIGNATURE*.
Make-ready Work required: Yes ( ) No ( Date
Received
If Yes is checked, estimated Make-ready costs: $
The following Attachments are hereby incorporated by reference into this Order:
1. Term - Effective Date -
2. Summary of Field Results (including Make-Ready work if required).
3. When placing fiber, WSP must:
a. provide Qwest representative, a final design of splice, racking and slack locations in Qwest utility
holes.
b. tag all equipment located inIon Qwests facilities from beginning of the route to the end, and at
the entrance and exit of each utility hole with the following information: (1) WSP's Name and
Contact Number, (2) Contract Number and Date of Contract, (3) Number of Fibers in the
Innerduct and Color of Occupied Innerduct.
Annual Recurrina Charaes for this Permit:
Total Annual
Annual Charae Quantitv Charae
1. Pole Attachment, Per Pole $/$
2, Innerduct Occupancy, Per Foot $$
3.Request conf. call for Construction?YES NO
.
Please check YES if construction by Qwest is needed for access to Qwest manholes (e.g. core
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 ( /DAY * DAYS).
PLEASE PROVIDE PAYMENT FOR THE MAKE-READY COSTS AND THE PRORATED 2001
RECURRING FEE ALONG WITH THIS SIGNED ORDER
By signing below and providing payment of the Make-ready costs and the first year's prorated
Annual Recurring Charge (or, if WSP requests Semiannual billng, then the first half-year's
prorated Semiannual Recurring Charge), the WSP desires Qwest to proceed with the Make-ready
Work identified herein and acknowledges receipt of the General Terms and Conditions under
which Qwest offers such Poles/lnnerduct. By signing this document you are agreeing to the
access described herein. Quotes expire in 90 days.
Return this signed form and check to: Manager, Joint Use Supervisor, 700 W. Mineral
Ave. MT G28.24 Littleton, CO 80120. Send a copy to: wholesale.service
supporteam~qwest.com .
WSP- T-2-Exhibit D 5-23-05
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DocuSign Envelope ID: D53DA21 D-619A-4B44AFOE-67 A5D1 C5FE6F
Qwest Corporation
Sionature Sionature
Name Typed or Printed Name Typed or Printed
Title Title
Date Date
wsP- T-2-Exhibit D 5-23-05
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DocuSign Envelope ID: D53DA21 D-619A-4B44AFOE-67 A5D1 C5FE6F .ATTACHMENT 3
General Agreement:
QWEST RIGHT OF WAY ACCESS, POLE ATTACHMENT AND/OR INNERDUCT
OCCUPANCY
GENERAL TERMS AND CONDITIONS
This is an Agreement betwen ("WSP") and Qwest
Corporation ("Qwest'), for one or more Orders for the WSP to obtain access to Qwests
Right-of-Way ("ROW') and/or to install/attach and maintain their communications
facilities ("Facilities") to Qwests Poles and/or placement of Facilties on or within
Qwests Innerduct (collectively "Poles/lnnerduct") described in the General Information
and WSP Map, which are incorporated herein by this reference (singularly "Ordet' or
collectively, "Orders"). If there is no other effective agreement (i.e., an Interconnection
Agreement) between WSP and Qwest concerning access to Poles, Ducts and ROW,
then this Agreement/Attachment 3 must be executed by both parties in order to start the
Inquiry Review and in order for WSP to obtain access to Poles, Ducts and/or ROW.
1. SCOPE.
1.1 Subject to the provisions of this Agreement, Qwest agrees to issue to
WSP for any lawful telecommunications purpose, (a) one or more
nonexclusive, revocable Orders authorizing WSP to attach, maintain,
rearrange, transfer, and remove at its sole expense its Facilities on
Poles/lnnerduct owned or controlled by Qwest, and/or (b) access to
Qwests ROW to the extent that (i) such ROW exists, and (ii) Qwest has
the right to grant access to the WSP. Any and all rights granted to WSP
shall be subject to and subordinate to any future local, state and/or
federal requirements, and in the case of ROW, to the original document
granting the ROW to Qwest or its predecessors.
.
1.2 Except as expressly provided herein, nothing in this Agreement shall be
construed to require or compel Qwest to construct, install, modify, or
place any Poles/lnnerduct or other facility for use by WSP or to obtain any
ROW for WSP's use.
1.3 Qwest agrees to provide access to ROW/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 Qwest. This Agreement shall continue during
such time WSP is providing Poles/lnnerduct attachments under any Order to this
Agreement.
WSP- T-2-Exhibit D 5-23-05
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DocuSign Envelope ID: D53DA21 D-619A-4B44-AFOE-67 A5D1 C5FE6F
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 twnty (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 fees 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 Facilities 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 Facilities 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 Facilities
therefrom. Failure to remove its Facilities within sixty (60) days shall be
deemed an election to purchase the Poles/l nnerduct 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 will be computed in compliance with
applicable local, state and Federal law, regulations and guidelines. Such
Fees will be assessed, in advance on an annual basis. Annual Fees 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 thirt (30) days from receipt of
WSP- T-2-Exhibit D 5-23-05
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DocuSign Envelope 10: D53DA21D-619A-4B44AFOE-67 A5D1 C5FE6F .
invoice. Any outstanding invoice wil be subject to applicable finance
charges.
4.2. Qwest has the right to revise Fees, at its sole discretion, upon written
notice to WSP within at least sixty (60) days prior to the end of any annual
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 employets 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 contractots 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 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.
.
5.3 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 carrieres). 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
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DocuSign Envelope ID: D53DA21 D-619A-4B44-AFOE-67 A5D1 C5FE6F
5.5 The insuring carrieres) and the form of the insurance policies shall be
subject to approval by Qwest. The WSP shall forward to Qwest,
certificates of such insurance issued by the insuring carrieres). The
insuring carrieres) may use the ACORD form, which is the Insurance
Industries certificate of insurance form. The insurance certificates shall
provide that: (1) Qwest is named as an additional insured; (2) thirty (30)
calendar days prior written notice of cancellation of, or material change or
exclusions in, the policy to which the certificates relate shall be given to
Qwest; (3) certification that underground hazard overage (commonly
referred to as "U" coverage) is part of the coverage; and (4) the words
"pertains . to all operations and projects performed on behalf of the
certificate 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 fulfilled. The fulfilment of such
obligations shall not relieve the WSP of any liability hereunder or in any
way modify the WSP's obligations to indemnify Qwest.
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 Million Dollars ($2,000,000.00) per occurrence
combined single limit for bodily injury, property damage or physical
damage to property with an aggregate limit of Six Milion Dollars
($6,000,000.00). In addition, said policy shall name Qwest and the
WSP/SubWSP on the declarations page with respect to its interest in
these specific job. Said insurance policy shall be in form and substance
satisfactory both to the Qwest and the Railroad and shall be delivered to
and approved by both parties prior to the entry upon or use of the
Railroad Property.
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 Qwest retains the right, in its sole judgment, to determine the availability
of space on Poies/l nnerduct. When modifications to a Qwest spare
conduit include the placement of innerduct, Qwest retains the right to
install the number of innerducts required to occupy the conduit structure
to its full capacity. In the event Qwest determines that rearrangement 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
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DocuSign Envelope ID: D53DA21 D-619A-4B44-AFOE-67 A5D1 C5FE6F
6.2 WSP shall be solely responsible for obtaining the necessary underlying
legal authority to occupy Poles/lnnerduct on governmental, federal,
Native American, and private rights of way, as applicable, and Qwest
does not warrant or represent that providing WSP with access to the
Poles/lnnerduct in any way constitutes such legal right. The WSP shall
obtain any necessary permits, licenses, bonds, or other legal authority
and permission, at the WSP's sole expense, in order to perform its
obligations under this Agreement. The WSP shall contact all owners of
public and private rights-of-way, as necessary, to obtain written
permission required to perform the work prior to entering the property or
starting any work thereon and shall provide Qwest with written
documentation of such legal authority prior to placement of its 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. Qwests procedures
governing its standard maintenance practices shall be made available
upon request for public inspection at the appropriate Qwest premises.
WSP's procedures governing its standards maintenance practices for
Facilities shall be made available to Qwest upon written request. WSP
shall within thirty (30) days comply and provide the requested information
to Qwest to bring their facilities into compliance with these terms and
conditions.
.
6.4. In the event of any service outage affecting both Qwest and WSP, repairs
shall be effectuated on a priority basis as established by local, state or
federal requirements, or where such requirement do not exists, repairs
shall be made in the following order: electical, telephone (local),
telephone (long distance), and cable television, or as mutually agreed to
by the users of the effected Poles/lnnerduct.
6.5 In the event of an infrastructure outage, the WSP should contact their
Network Maintenance Center at 1-800-223-7881 or the WSP may contact
their Account Manager at the Interconnect Service Center.
7. MODIFICATION TO EXISTING POLES/INNERDUCT.
7.1. If WSP requests Qwest to replace or modify existing Poles/lnnerduct to
increase its strength or capacity for the benefit of the WSP and Qwest
WSP- T-2-Exhibit D 5-23-05
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detennines in its sole discretion to provide the requested capacity, the
WSP shall pay Qwest the total replacement cost, Qwests cost to transfer
its attachments, as necessary, and the cost for removal (including
destruction fees) of any replaced Poles/lnnerduct, if such is necessary.
Ownership of new Poles/lnnerduct shall vest in Qwest. To the extent that
a modification is incurred for the benefit of multiple parties, WSP shall pay
a proportionate share of the total cost as outlined above, based on the
ratio of the amount of new space occupied by the 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 perfonn or cause to have perfonned
such rearrangement and WSP shall pay for cost thereof. No such notice
shall be required in emergency situations or for routine maintenance of
Poles/l nnerduct.
8. INSPECTION OF FACILITIES. Qwest reserves the right to make final
construction, subsequent and periodic inspections of WSP's facilties occupying
the Poles/lnnerduct system. WSP shall reimburse Qwest for the cost of such
inspections except as specified in Section 8 hereof.
8.1. WSP shall provide written notice to Qwest, at least fifteen (15) days in
advance, of the locations where WSP's plant is to be constructed.
8.2. The WSP shall forward Exhibit A, entitled "Pulling In Report" attached
hereto and incorporated herein by this reference, to Qwest within five (5)
business days of the date(s) of the occupancy.
8.3. Qwest shall provide written notification to WSP within seven (7) days of
the date of completion of a final construction inspection.
8.4. Where final construction inspection by Qwest has been completed, WSP
shall be obligated to correct non-complying conditions within thirty (30)
days of receiving written notice from Qwest. In the event the corrections
are not completed within the thirty (30)-day period, occupancy
authorization for the Poles/lnnerduct system where non-complying
conditions remain uncorrected shall terminate immediately, regardless of
whether WSP has energized the facilities occupying said Poles/lnnerduct
system, unless Qwest has provided WSP a written extension to comply.
WSP shall remove its facilities from said Poles/lnnerduct in accordance
WSP- T-2-Exhibit D 5-23-05
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with the provisions set forth in Section 10 of this Agreement. No further
occupancy authorization shall be issued to WSP until such non-complying
conditions are corrected or until WSP's facilities are removed from the
Pole/Conduit system where such non-complying conditions exist. If
agreed to in writing, by both parties, 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 constrction and/or the final
construction survey and subsequent inspection shall be billed 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
liabilty 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 Poles/lnnerduct application. Qwest
shall waive the unauthorized attachment fee if the following conditions are
both met: (1) WSP cures such unauthorized attachment (by removing it
or submitting a valid Order for attachment in the form of Attachment 2 of
Exhibit 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 will be required to
WSP- T-2-Exhibit D 5-23-05
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remove its unauthorized facility within ten (10) days of the final date for
submitting the required application, Qwest may remove the WSP's
facilities without liability, and the cost of such removal shall be borne by
theWSP.
9.2 For the purpose of determining the applicable charge, the unauthorized
Poles/lnnerduct occupancy shall be treated as having existed for a period
of five (5) years prior to its discovery, and the charges, as specified in
Section 4, shall be due and payable forthwith whether or not WSP is
ordered to continue the occupancy of the Poles/lnnerduct system.
9.3.No act or failure to act by Qwest with regard to an unauthorized
occupancy shall be deemed to constitute the authorization of the
occupancy; any authorization that may be granted subsequently shall not
operate retroactively or constitute a waiver by Qwest of any of its rights of
privileges under this Agreement or otherwise.
10.REMOVAL OF FACILITIES. Should Qwest, under the provisions of this
Agreement, remove WSP's Facilities from the Poles/lnnerduct covered by any
Order (or otherwise), Qwest will deliver the Facilities removed upon payment by
WSP of the cost of removal, storage and delivery, and all other amounts due
Qwest. If payment is not received by Qwest within thirty (30) days, WSP wil be
deemed to have abandoned such facilities, and Qwest may dispose of said
facilities as it determines to be appropriate. If Qwest must dispose of said
facilities, such action will not relieve WSP of any other financial responsibility
associated with such removal as provided herein. If WSP removes its Facilities
from Poles/lnnerduct for reasons other than repair or maintenance purposes, the
WSP shall have no right to replace such facilities on the Poles/lnnerduct until
such time as all outstanding charges due to Qwest for previous occupancy have
been paid in fulL. WSP shall submit Exhibit B, entitled "Notification of Surrender
of Modification of Conduit Occupancy License by WSP," or Exhibit C, entitled
"Notification of Surrender of Modification of Pole Attachment by WSP," each as
attached hereto, advising Qwest as to the date on which the removal of Facilities
from each Poles/lnnerduct has been completed.
11. INDEMNIFICATION AND LIMITATION OF LIABILITIES. WSP shall indemnify
and hold harmless Qwest, its owners, parents, subsidiaries, 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 utilized by the WSP; (2) actual
or alleged fault or negligence of the WSP, its officers, employees, agents,
subcontractors and/or representatives; (3) furnishing, performance, or use of any
material supplied by WSP under this Contract or any product liabilty claims
relating to any material supplied by WSP under this Contract; (4) failure of WSP,
its officers, employees, agents, subcontractors and/or representatives to comply
with any term of this Contract or any applicable local, state, or federal law or
regulation, including but not limited to the OSH Act and environmental protection
laws; (5) assertions under workers' compensation or similar employee benefit
WSP- T-2-Exhibit D 5-23-05
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acts by WSP or its employees, agents, subcontractors, or subcontractors'
employees or agents; (6) the acts or omissions (other than the gross negligence
or wilful misconduct) of Qwest, its offcers, 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 part's liability to the other for any fines or penalties
imposed on the other party by any court of competent jurisdiction or
federal, state or local administrative agency resulting from the failure
of the party to comply with any term or condition of this Contract or
any valid and applicable law, rule or regulation.
11.3 FOR ANY WORK PERFORMED IN ARIZONA, IDAHO, SOUTH
DAKOTA, UTAH OR WASHINGTON, SECTION 11(6) SHALL NOT
EXTEND TO THE SOLE NEGLIGENCE OF QWEST BUT SHALL
EXTEND TO THE NEGLIGENCE OF QWEST WHEN
CONCURRENT WITH THAT OF THE WSP.
11.4 FOR ANY WORK PERFORMED IN THE STATES OF MINNESOTA,
NEBRASKA, NEW MEXICO, OR OREGON, ARTICLE 11 SHALL
NOT APPLY, EXCEPT THAT SECTION 11 SHALL APPLY FOR
WORK PERFORMED IN MINNESOTA FOR MAINTENANCE OR
WSP- T-2-Exhibit D 5-23-05
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12.
REPAIR OF MACHINERY, EQUIPMENT, OR OTHER SUCH
DEVICES, USED AS PART OF A MANUFACTURING, COVERING,
OR OTHER PRODUCTION PROCESS INDULGING ELECTRIC,
GAS, STEAM, AND TELEPHONE UTILITY EQUIPMENT USED FOR
PRODUCTION, TRANSMISSION, OR DISTRIBUTION PURPOSES.
FORCE MAJEURE
12.1 The WSP shall be excused from its performance as to any Order if
prevented by acts or events beyond the WSP's reasonable control
including extreme weather conditions, strikes, fires, embargoes, actions
of civil or 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
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.
13. DISPUTE RESOLUTION.
13.1. Other than those claims over which a regulatory agency has exclusive
jurisdiction, all claims, regardless of legal theory, whenever brought and
whether between the parties or between one of the parties to this
Agreement and the employees, agents or affiliated businesses of the
other party, shall be resolved by arbitration. A single arbitrator engaged
in the practice of law and knowledgeable about telecommunications law
shall conduct the arbitration in accordance with the then current rules of
the American Arbitration Association (UAA") unless otherwise provided
herein. The arbitrator shall be selected in accordance with AAA
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 arbitrabilty 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 part filing the action shall pay the
other party's costs and expenses incurred in seeking such stay or
compellng arbitration, including reasonable attorney's fees.
14. LAWFULNESS. This Agreement and the parties' actions under this Agreement
shall comply with all applicable federal, state, and local laws, rules, regulations,
court orders, and governmental agency orders. Any change in rates, charges or
regulations mandated by the legally constituted authorities wil act as a
modification of any contract to that extent without further notice. This Agreement
shall be governed by the laws of the state where Polesllnnerduct is provided.
Nothing contained herein shall substitute for or be deemed a waiver of the
parties' respective rights and obligations under applicable federal, state and local
laws, regulations and guidelines, including (without limitation) Section 224 of the
Communications Act of 1934, as amended (47 U.S.C. 224). The WSP
represents that it is a certified Competitive Local Exchange Carrier or otherwise
has the legal right, pursuant to 47 U.S.C. 224 to attach to Qwests pole pursuant
to the terms thereof. The WSP acknowledges that Qwest will rely on the
foregoing representation, and that if such representation is not accurate, this
Agreement shall be deemed void ab initio, except for Article 9 hereof, for which
WSP shall remain fully liable.
15. SEVERABILITY. In the event that a court, governmental agency, or regulatory
agency with proper jurisdiction determines that this Agreement or a provision of
WSP- T-2-Exhibit D 5-23-05
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this Agreement is unlawful, this Agreement, or that provision of the Agreement to
the extent it is unlawful, shall terminate. If a provision of this Agreement is
terminated but the parties can legally, commercially and practicably continue
without the terminated provision, the remainder of this Agreement shall continue
in effect.
16.GENERAL PROVISIONS.
16.1 Failure or delay by either party to exercise any right, power, or privilege
hereunder, shall not operate as a waiver hereto.
16.2 This Agreement shall not be assignable by WSP without the express
written consent of Qwest, which shall not be unreasonably withheld.
Assignment of this Agreement by WSP to WSP's subsidiary or affiliate
shall be presumed to be reasonable; provided, however, that WSP must
obtain Qwests consent in any event.
16.3 This Agreement benefits WSP and Qwest. There are no third part
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
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The parties hereby execute and authorize this Agreement as of the latest date shown
below:
WSP Qwest Corporation
Signature Signature
Pat Finley
Name Typed or PrintedName Typed or Printed
PRODUCT MANAGER
TitleTitle
Date Date
Address for Notices Address for Notices
Qwest Corporation
1801 California, Rm. 2160
Denver, CO 80202
Contact:Contact: PAT FINLEY
Phone:Phone:[phone]
FAX:FAX:[phone]
WSP- T-2-Exhibit D 5-23-05
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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, Qwest Corp
700 W MineraL, Rm IAF12
Littleton, CO 80120 (303-707-7904)
This is to advise you that pursuant to General Agreement No.
granted to us under the terms of the Innerduct Agreement dated
we have completed installation of the following cable into the following ducts.
,20_
Municipality
Location
From
Manhole at
Installed
To
Manhole at
Cable and
Equipment
NameofWSP
By:
Title:
Receipt of the above report is hereby acknowledged ,20_.
Qwest 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 0 5-23-05
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3. Sketch to be furnished showing duct used. Must be same duct assigned to
Licensee by Licensor as shown on Exhibit _, unless a change has been
previously authorized in writing by Licensor.
.
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WSP- T-2-Exhibit 0 5-23-05
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EXHIBIT B
WSP:
NOTIFICATION OF SURRENDER OR MODIFICATION
OF CONDUIT OCCUPANCY ORDER BY WSP
Return to:
Sandie Thomas, Qwest 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 5-23-05
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EXHIBITC .
NOTIFICATION OF SURRENDER OR MODIFICATION
OF POLE ATTACHMENT ORDER BY WSP
WSP:
Return to:
Sandie Thomas, Qwest Corp
700 W Mineral, Rm IAF12
Littleton, CO 80120
In accordance with the terms and conditions of the Agreement between Qwest
and WSP, dated_,20_, notice is hereby given that the licenses covering
attachments to the following poles and/or anchors, and/or utilization of anchor/guy strand
is surrendered (or modified as indicated in WSP's prior notification to Qwest, dated
, 20~ effective
POLE NO.ASSOC. POLE L1C. NO. &SURRENDER OR DATE FAC.
NO.DATE MODIFICATION RMVDOR
MODIFIED
1.A
AlGS-.
2.A
AlGS-
3.A
AlGS-
4.A
AlGS-
5.A
AlGS-
6.A
A/GS-
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
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DocuSign Envelope ID: D53DA21D-619A-4B44-AFOE-67A5D1C5FE6F
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 AGREEM ENT (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 purportng 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 Grantots Easement Rights. To
comply with the aforementioned legal requirement, Grantor has agreed to share with
Grantee its Easement Rights, if any, relating to the Property, to the extent Grantor may
legally convey such an interest.
D. Subject to the terms and conditions set forth in this Agreement, Grantor
has agreed to convey to Grantee, without any representation or warranty, the right to
use the Easement Rights, and Grantee has agreed to accept such conveyance.
NOW, THEREFORE, for Ten Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereby agree as follows:
1. Grant of Right of Access. Grantor hereby conveys to Grantee and its
Authorized Users (as defined below) a non-exclusive, perpetual right to access and use
the Easement Rights, which right shall be expressly (a) subject to, subordinate to, and
WSP- T-2-Exhibit D 5-23-05
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limited by the Right of Way Agreement, and (b) subject to the terms and conditions
hereof. As used in this Agreement, "Authorized Users" of Owner, Grantor and Grantee
shall mean Owner, Grantor or Grantee, as applicable, their respective Affiliates and
agents, licensees, employees, and invitees, including, without limitation, contractors,
subcontractors, consultants, suppliers, public emergency vehicles, shipping or delivery
vehicles, or construction vehicles. "Affliates" means, with respect to any Person, any
Person that controls, is controlled by or is under common control with such Person,
together with its and their respective members, partners, venturers, directors, officers,
stockholders, agents, employees and spouses. A Person shall be presumed to have
control when it possesses the power, directy or indirectly, to direct, or cause the
direction of, the management or policies of another Person, whether through ownership
. of voting securities, by contract, or otherwise. "Person" means an individual,
partnership, limited liability company, association, corporation or other entity.
.
2. Grantor's Reserved Rights. Grantor reserves to itself and its Authorized
Users the right to use the Easement Rights for any purpose not incompatible with the
rights conveyed to Grantee by this Agreement.
3. Conditions Precedent to Effectiveness of Agreement. This Agreement is
expressly conditioned on the following:
a. Recordation of Agreement. If the Right-of-Way Agreement has been
publicly recorded, Grantee shall be responsible for assuring that the Agreement
is in appropriate form for recording in the real property records of the County,
shall pay for the recording thereof, and shall provide a copy of the recorded
Agreement to Grantor at the address set forth above. A legible copy of the Right
of Way Agreement must be attached to the Agreement when recorded or the
Agreement shall not be effective..
b. Payment of Costs and Expenses. Grantee shall pay to or reimburse
Grantor for all costs and expenses, including reasonable attorneys' fees, relating
to Grantots execution and delivery of this Agreement.
.4. Grantee's Representations and Warranties. Grantee represents and
warrants to Grantor that:
a. Authority. Grantee is a , duly formed and validly existing
under the laws of the State of . All necessary action has been
taken by Grantee to execute and deliver this Agreement and to perform the
obligations set forth hereunder. Grantee is a "telecommunications carriet' as that
term is defined in 42 U.S.C. § 224.
b. Due 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 Propert and the Easement Rights and that it is acquiring the
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DocuSign Envelope ID: D53DA21 D.619A-4B44AFOE.67 A5D1 C5FE6F
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 Propert and the
Easement Rights in compliance with all applicable laws.
c. No Further Grant. Grantee shall not grant to any Person other than
Grantee's Authorized Users the right to use the Easement Rights without the
prior written consent of Grantor, which consent may be granted or withheld in
Grantots sole discretion.
d. Non-Interference. Gratee agrees tht it wil not interfere with Grator's or
Grantor's Authorized Users' use of the Easement Rights and wil not tae any action or
fail to tae any acton that would negatively afect the Easement Rights or cause or
contribute to the termination of the Right of Way Agreement.
WSP- T-2-Exhibit D 5-23-05
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DocuSign Envelope ID: D53DA21 D-619A-4B44-AFOE-67 A5D1 C5FE6F
6. Indemnification. Grantee hereby agrees to indemnify, defend and hold
Owner, Grantor and their respective Affliates 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 Easemenf'), (b) the fully-loaded cost of constructing
replacement facilities over the Replacement Easement, (c) the cost of removing its
facilities and personal property from the Property, if required by the Right of Way
Agreement, and (d) any other costs of complying with the Right of Way Agreement,
including, without limitation, reasonable attorneys' fees. Grantee shall pay all such
amounts within ten (10) days of receipt of any invoice for such costs delivered to
Grantee by Owner, Grantor or their respective Authorized Users.
.
7. Condemnation. If any action is taken whereby the Right of Way Agreement
or any part of the Easement Rights are terminated, relocated or otherwise affected, by
any taking or partial taking by a governmental authority or otherwise, then such any
compensation due or to be paid to the holder of the Easement Rights due to such
occurrence shall belong solely to Grantor.
8. Severable Provisions. If any term of this Agreement shall, to any extent, be
invalid or unenforceable, the remainder of this Agreement shall not be affected thereby,
and each term of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.
.
9. Default; Remedies. (a) If Grantee files a petition in bankruptcy, or a petition
is bankruptcy is filed against Grantee, which is not dismissed on or before fifteen (15)
days after such filing, or (b) in the event of Grantee's breach or threatened breach of any
term, covenant or condition of this Agreement, then Grantor shall have, in addition to all
other legal and equitable remedies, the right to (x) terminate this Agreement, (y) enforce
the provisions hereof by the equitable remedy of specific performance, or (z) enjoin such
breach or threatened breach by injunctive action, all without the necessity of proof of
actual damages or inadequacy of any legal remedy. Grantee agrees to pay all costs of
enforcement of the obligations of Grantee hereunder, including reasonable attorneys'
fees and all costs of suit, in case it becomes necessary for Grantor to enforce the
obligations of Grantee hereunder, whether suit be brought or not, and whether through
courts of original jurisdiction, as well as in courts of appellate jurisdiction, or through a
bankruptcy court or other legal proceedings.
10. Binding Effect. This Agreement shall be binding on and inure to the benefit of
the parties hereto and their respective successors and assigns. This Agreement may be
assigned at any time in whole or in part by Grantor.
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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 Ownets compliance with the terms and conditions in this
paragraph. In all instances, Grantee will use the Right of Way Agreement only for the
following purposes: (a) to determine whether Grantor has ownership or control over
duct, conduits, or rights-of-way within the property described in the Right of Way
Agreement; (b) to determine the ownership of wire within the property described in the
Right of Way agreement; or (c) to determine the demarcation point between Grantor
facilities and the Owner's facilities in the property described in the agreement. Grantee
further agrees that Grantee shall not disclose the contents, terms, or conditions of any
agreement provided pursuant to Section 10.8 to any Grantee agents or employees
engaged in sales, marketing, or product management efforts on behalf of Grantee.
Grantor's waiver of rights, subject to the limitations set forth above, is intended to be
effective whether or not such right to confidentiality is expressly set forth in the Right of
Way Agreement or elsewhere or may have been agreed to orally, and so long as
Grantee and Owner comply with the conditions set forth above, Grantor further
covenants not to assert any claim or commence any action, lawsuit, or other legal
proceeding against Owner or Grantee, based upon or arising out of Grantor's alleged
right to confidentiality relating to the Right of Way Agreement, except in the event of
disclosure of dollar amounts in the Right of Way Agreement. Grantor's waiver is
expressly conditioned on Owner's waiver of Ower'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 Ownets 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 part
may request in a writing complying with the provisions of this Section.
WSP- T-2-Exhibit D 5-23-05
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DocuSign Envelope ID: D53DA21 D-619A-4B44-AFOE-67 A5D1 C5FE6F .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. Controlling Law. This Agreement shall be governed by and construed in
accordance with the laws of the State.
16. Waiver of JUry TriaL. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO
THE FULLEST EXTENT OF APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT.
(Signature pages followl
.
WSP- T -2-Exhibit D 5-23-05
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EXECUTED as of the date first written above.
Witnessed by:
By:
Name:
Title:
STATE OF
COUNTY OF
GRANTOR:
QWEST CORPORATION, a Colorado
corporation, successor in interest to
US WEST COMMUNICATIONS, INC.,
a Colorado corporation
ss:
The foregoing instrument was acknowledged before me this _ day of,20_, by as
of QWEST CORPORATION, a
Colorado corporation.
(SEAL)
Witness my hand and offcial seaL.
Notary Public
My Commission Expires:
WSP- T-2-Exhibit D 5-23-05
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DocuSign Envelope ID: D53DA21 D-619A-4B44AFOE-67 A5D1 C5FE6F
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 D 5-23-05
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DocuSign Envelope ID: D53DA21 D-619A-4B44AFOE-67 A5D1 C5FE6F
CONSENT TO DISCLOSURE
THE UNDERSIGNED,
("Owner"), whose address is
, a
, hereby
consents to the terms of the following paragraphs regarding the agreement described orentitled as between Qwest Corporation,
formerly U S WEST Communications, Inc. ("Qwest") and Owner for the property 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 suffciency of which are hereby acknowledged, Owner agrees as follows:
1. Title to Property. Owner represents and warrants either (a) that Owner is the owner of
fee title to the Property described in the Agreement or, if no description of the Property is
given in the Agreement, then (b) that Owner is the grantor, or the successor to or
assignee of the grantor, of the easement rights, if any, under the Agreement. Owner
further represents and warrants that Owner has the legal right to execute this Consent to
Disclosure, including, without limitation, the right to waive the confidentiality of the
Agreement as set forth in paragraph 3 of this Consent to Disclosure.
2. Ownets 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 Ownets attorney; and (b)
Owner, by signing this Consent to Disclosure, waives any rights it may have to keep the
terms and provisions of the Agreement confidentiaL.
3. Owner's Waiver of Confidentiality. Owner hereby waives any right it may have to
keep the terms and conditions of the Agreement confidential, whether or not such right
to confidentiality is expressly set forth in the Agreement or elsewhere or may have been
agreed to orally, subject to the compliance of the competitive local exchange carrier
("WSP") with the requirements of paragraph 5. Owner further covenants not to assert
any claim or commence any action, lawsuit, or other legal proceeding against Qwest or
WSP presenting this Consent to Disclosure, based upon or arising out of Owner'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 Qwest' 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
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DocuSign Envelope ID: D53DA21 D-619A-4B44AFOE-67 A5D1 C5FE6F
(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 Propert described in the
Agreement; or
(c) to determine the demarcation point between Qwest facilities and the
Owner's facilties 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 afer 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
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DocuSign Envelope ID: D53DA21 D-619A-4B44AFOE-67 A5D1 C5FE6F
Right of Way Agreement
EXHIBIT 1
(This represents the ROW agreement between the
wsP- T-2-Exhibit D 5-23-05
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EXHIBIT E
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WSPT2 - Exhibit E 9-24-08 Page 1
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EXHIBIT F
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Type 2-Exhibit F September 15, 2009 Page 1
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EXHIBIT G
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WSPT2 - Exhibit G 9-24-08 Page 1
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EXHIBIT H
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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 Qwest.
2. ICB Rate Intervals
2.1 For those products and services identified in the AGREEMENT that
contain a provision for ICB rates, Qwest will provide WSP with a written
quote of the ICB rate within twenty (20) business days unless a specific
interval for providing the quote is either contained in the AGREEMENT or
this Exhibit.
2.2 The purpose of this subsection is to identify those circumstances when
the generic twenty (20) business day interval in the aforementioned
subsection to this Exhibit does not apply. In these specified
circumstances, Qwest shall provide WSP with an ICB quote within the
stated specific intervals:
2.2.1 Quotes for all Bona Fide Requests (BFR) shall be provided in
accord with Section 16.
2.2.2 Quotes for all Special Request Processes (SRP) shall be provided
in accord with Section 17 and Exhibit F.
2.3 Upon request, Qwest shall provide WSP with Qwests supporting cost
data and/or cost studies for the Unbundled Network Element or service
that WSP wishes to order within seven (7) business days, except where
Qwest cannot obtain a release from its vendors within seven (7) business
days, in which case Qwest wil make the data available as soon as Qwest
receives the vendor release. Consistent with the terms and conditions of
any applicable vendor contract or agreement, Qwest shall diligently
pursue obtaining the release of cost information as soon as reasonably
possible. To the extent consistent with the terms and obligations of any
applicable vendor contract or agreement, Qwest shall request the release
of vendor cost information when Qwest communicates with the vendor(s)
when Qwest seeks a quote for the costs of the ICB project. Such cost
data shall be treated as confidential information if requested by Qwest
under the non-disclosure sections of this Agreement.
3. ICB Provisioning Intervals
3.1 For those products and services provided pursuant to this AGREEMENT
that contain a provision for ICB interval but do not contain a specific
provision for when the ICB interval shall be provided, the ICB interval
shall be provided within twenty (20) business days of receipt of the order,
request or application.
3.2 For ICB intervals for those products and services that require negotiated
project time lines for installation, such as 2/4 wire analog loop for more
WSP Type 2-Exhibit i April 29, 2005 Page 1
DocuSign Envelope ID: D53DA21 D-619A-4B44AFOE-67 A5D1 C5FE6F
than twenty-five (25) loops, the Qwest representative, authorized to
commit to intervals, shall meet with WSP's representative within seven (7)
business days of receipt of the request from WSP to negotiate intervals..
.
WSP Type 2-Exhibit i April 29, 2005 Page 2 .
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Exhibit J
Election of Reciprocal Compensation Option
INTENTIONALLY LEFT BLANK
WSP-T-2-Exhibit J (v.7.15.10)
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EXHIBIT K
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WSPT2 - Exhibit K 9-24-08 Page 1