Agreement

BELLSOUTH (R) / CLEC Agreement Customer Name: WinSonic Digital Media Group, Ltd.



   
BELLSOUTH ® / CLEC Agreement
 
   
Customer Name: WinSonic Digital Media Group, Ltd.
 

WinSonic Digital Media Group, Ltd.
2
Table of Contents
3
General Terms and Conditions
5
Signature Page
25
Att
1
- Resale
26
Att
1
- Resale Discounts & Rates
45
Att
2
- Network Elements & Other Services
46
Att
2
- Exhibit 4, GA COL Language
91
Att
2
- Exhibit 4 - GA COL 271 Rates
121
Att
2
- Network Element Rates - Exh A
122
Att
2
- Network Element Rates - Exh B
134
Att
2
- Exhibit C
136
Att
3
- Network Interconnection
140
Att
3
- Network Element Rates
170
Att
4
- Collocation
172
Att
4
- Collocation Rates - Exhibit B
223
Att
5
- Access to Numbers and Number Portability
229
Att
6
- Ordering
235
Att
7
- Billing
244
Att
7
- CMDS Rates
257
Att
8
- Rights of Way
258
Att
9
- Perf Meas Intro
260
Att
10 - Disaster Recovery Plan
262
Att
11 - BFR and NBR Process
271

Note: This page is not part of the actual signed contract/amendment, but is present for record keeping purposes only.




 
Between
 
BellSouth Telecommunications, Inc.
 
and WinSonic Digital Media Group, Ltd.
 
 
CCCS 2 of 277





TABLE OF CONTENTS

General Terms and Conditions
 
 
Definitions
1.
CLEC Certification
2.
Term of the Agreement
3.
Nondiscriminatory Access
4.
Court Ordered Requests for Call Detail Records and Other Subscriber
 
Information
5.
Liability and Indemnification
6.
Intellectual Property Rights and Indemnification
7.
Proprietary and Confidential Information
8.
Resolution of Disputes
9.
Taxes
10.
Force Majeure
11.
Adoption of Agreements
12.
Modification of Agreement
13.
Legal Rights
14.
Indivisibility
15.
Severability
16.
Non-Waivers
17.
Governing Law
18.
Assignments and Transfers
19.
Notices
20.
Rule of Construction
21.
Headings of No Force or Effect
22.
Multiple Counterparts
23.
Filing of Agreement
24.
Compliance with Law
25.
Necessary Approvals
26.
Good Faith Performance
27.
Rates
28.
Rate True-Up
29.
Survival
30.
Entire Agreement

Version 2Q06 Standard ICA
06/13/06
CCCS 3 of 277




TABLE OF CONTENTS (cont’d)
Attachment 1 - Resale
Attachment 2 - Network Elements and Other Services Attachment 3 - Network Interconnection
Attachment 4 - Collocation
Attachment 5 - Access to Numbers and Number Portability
Attachment 6 - Pre-Ordering, Ordering, Provisioning and Maintenance and Repair Attachment 7 - Billing
Attachment 8 - Rights-of-Way, Conduits and Pole Attachments
Attachment 9 - Performance Measurements
Attachment 10- BellSouth Disaster Recovery Plan
Attachment 11-Bona Fide Request and New Business Request Process 
 
Version 2Q06 Standard ICA
06/13/06
CCCS 4 of 277


General Terms and Conditions
Page 1
GENERAL TERMS AND CONDITIONS
 
THIS AGREEMENT is made by and between BellSouth Telecommunications, Inc., (BellSouth), a Georgia corporation, and WinSonic Digital Media Group, Ltd. (WinSonic), a Nevada corporation, and shall be effective on the Effective Date, as defined herein. This Agreement may refer to either BellSouth or WinSonic or both as a “Party” or “Parties.”
 
W I T N E S S E T H
 
WHEREAS, BellSouth is a local exchange telecommunications company authorized to provide Telecommunications Services (as defined below) in the states of Georgia; and
 
WHEREAS, WinSonic is or seeks to become a CLEC authorized to provide telecommunications services in the states of Georgia; and
 
WHEREAS, pursuant to Sections 251 and 252 of the Act; WinSonic wishes to purchase certain services from BellSouth; and
 
WHEREAS, Parties wish to interconnect their facilities, exchange traffic, and perform Local Number Portability (LNP) pursuant to Sections 251 and 252 of the Act as set forth herein; and
 
NOW THEREFORE, in consideration of the mutual agreements contained herein, BellSouth and WinSonic agree as follows:
 
Definitions
 
Affiliate is defined as 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 equivalent thereof) of more than ten percent (10%).
 
Commission is defined as the appropriate regulatory agency in each state of BellSouth’s nine-state region (Alabama, Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South Carolina, and Tennessee).
 
Competitive Local Exchange Carrier (CLEC) means a telephone company certificated by the Commission to provide local exchange service within BellSouth's franchised area.
 
Effective Date is defined as the date that the Agreement is effective for purposes of rates, terms and conditions and shall be thirty (30) days after the date of the last
 
 
Version: 2Q06 Standard ICA
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CCCS 5 of 277




General Terms and Conditions
Page 2
signature executing the Agreement. Future amendments for rate changes will also be effective thirty (30) days after the date of the last signature executing the amendment.
 
FCC means the Federal Communications Commission.
 
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 Service 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.
 
Telecommunications Act of 1996 (Act) means Public Law 104-104 of the United States Congress effective February 8, 1996. The Act amended the
Communications Act of 1934 (47 U.S.C. Section 1 et. seq.).
 

1. 
CLEC Certification
 
1.1 
WinSonic agrees to provide BellSouth in writing WinSonic’s CLEC certification from the Commission for all states covered by this Agreement except Kentucky prior to BellSouth filing this Agreement with the appropriate Commission for approval. Additionally, WinSonic shall provide to BellSouth an effective certification to do business issued by the secretary of state or equivalent authority in each state covered by this Agreement.
 
1.2 
To the extent WinSonic is not certified as a CLEC in each state covered by this Agreement as of the execution hereof, WinSonic may not purchase services hereunder in that state. WinSonic will notify BellSouth in writing and provide CLEC certification from the Commission when it becomes certified to operate in, as well as an effective certification to do business issued by the secretary of state or equivalent authority for, any other state covered by this Agreement. Upon receipt thereof, BellSouth will file this Agreement in that state, and WinSonic may purchase services pursuant to this Agreement in that state, subject to establishing appropriate accounts in the additional state as described in Attachment 7.
 
1.3 
Should WinSonic’s certification in any state be rescinded or otherwise terminated, BellSouth may, at its election, suspend or terminate this Agreement immediately and all monies owed on all outstanding invoices for services provided in that state shall become due, or BellSouth may refuse to provide services hereunder in that state until certification is reinstated in that state, provided such notification is made prior to expiration of the term of this Agreement. WinSonic shall provide an effective certification to do business issued by the secretary of state or equivalent authority in each state covered by this Agreement.
 
 
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General Terms and Conditions
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2. 
Term of the Agreement
 
2.1
The initial term of this Agreement shall be five (5) years, beginning on the Effective Date and shall apply to the BellSouth territory in the state of Georgia.
 

 
 
Notwithstanding any prior agreement of the Parties, the rates, terms and conditions of this Agreement shall not be applied retroactively prior to the Effective Date.
 
2.2
The Parties agree that by no earlier than two hundred seventy (270) days and no later than one hundred and eighty (180) days prior to the expiration of the initial term of this Agreement, they shall commence negotiations for a new agreement to be effective beginning on the expiration date of this Agreement (Subsequent Agreement). If as of the expiration of the initial term of this Agreement, a Subsequent Agreement has not been executed by the Parties, then except as set forth in Sections 2.3.1 and 2.3.2 below, this Agreement shall continue on a month- to-month basis while a Subsequent Agreement is being negotiated. The Parties’ rights and obligations with respect to this Agreement after expiration of the initial term shall be as set forth in Section 2.3 below.
 
2.3
If, within one hundred and thirty-five (135) days of commencing the negotiation referred to in Section 2.2 above, the Parties are unable to negotiate new terms, conditions and prices for a Subsequent Agreement, either Party may petition the Commission to establish appropriate rates, terms and conditions for the Subsequent Agreement pursuant to 47 U.S.C. § 252.
 
2.3.1
WinSonic may request termination of this Agreement only if it is no longer purchasing services pursuant to this Agreement. Except as set forth in Section 2.3.2 below, notwithstanding the foregoing, in the event that as of the date of expiration of the initial term of this Agreement and conversion of this Agreement to a month-to-month term, the Parties have not entered into a Subsequent Agreement and no arbitration proceeding has been filed in accordance with Section 2.3 above, then BellSouth may terminate this Agreement upon sixty (60) days notice to WinSonic. In the event that BellSouth terminates this Agreement as provided above, BellSouth shall continue to offer services to WinSonic pursuant to the rates, terms and conditions set forth in BellSouth’s then current standard interconnection agreement. In the event that BellSouth’s standard interconnection agreement becomes effective between the Parties, the Parties may continue to negotiate a Subsequent Agreement.
 
2.3.2
Notwithstanding Section 2.2 above, in the event that as of the expiration of the initial term of this Agreement the Parties have not entered into a Subsequent Agreement and no arbitration proceeding has been filed in accordance with Section 2.3 above and BellSouth is not providing any services under this Agreement as of the date of expiration of the initial term of this Agreement, then this Agreement shall not continue on a month-to-month basis but shall be deemed terminated as of the expiration date hereof.
 
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General Terms and Conditions
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2.4
If, at any time during the term of this Agreement, BellSouth is unable to contact WinSonic pursuant to the Notices provision hereof or any other contact information provided by WinSonic under this Agreement, and there are no active services being provisioned under this Agreement, then BellSouth may, at its discretion, terminate this Agreement, without any liability whatsoever, upon sending of notification to WinSonic pursuant to the Notices section hereof.
 
2.5
In addition to as otherwise set forth in this Agreement, BellSouth reserves the right to suspend access to ordering systems, refuse to process additional or pending applications for service, or terminate service in the event of prohibited, unlawful or improper use of BellSouth’s facilities or service, abuse of BellSouth’s facilities or any other material breach of this Agreement, and all monies owed on all outstanding invoices shall become due. In such event, WinSonic is solely responsible for notifying its customers of any discontinuance of service.
 
3.
Nondiscriminatory Access
 
 
When WinSonic purchases Telecommunications Services from BellSouth pursuant to Attachment 1 of this Agreement for the purposes of resale to customers, such services shall be equal in quality, subject to the same conditions, and provided within the same provisioning time intervals that BellSouth provides to others, including its customers. To the extent technically feasible, the quality of a Network Element, as well as the quality of the access to such Network Element provided by BellSouth to WinSonic shall be at least equal to that which BellSouth provides to itself and shall be the same for all Telecommunications carriers requesting access to that Network Element. The quality of the interconnection between the network of BellSouth and the network of WinSonic shall be at a level that is equal to that which BellSouth provides itself, a subsidiary, an Affiliate, or any other party. The interconnection facilities shall be designed to meet the same technical criteria and service standards that are used within BellSouth’s network and shall extend to a consideration of service quality as perceived by BellSouth’s customers and service quality as perceived by WinSonic.
 
4
Court Ordered Requests for Call Detail Records and Other Subscriber Information
 
4.1
Subpoenas Directed to BellSouth. Where BellSouth provides resold services for WinSonic, or, if applicable under this Agreement, switching, BellSouth shall respond to subpoenas and court ordered requests delivered directly to BellSouth for the purpose of providing call detail records when the targeted telephone numbers belong to WinSonic customers. Billing for such requests will be generated by BellSouth and directed to the law enforcement agency initiating the request. BellSouth shall maintain such information for WinSonic customers for the same length of time it maintains such information for its own customers.
 
4.2
Subpoenas Directed to WinSonic. Where BellSouth is providing resold services to WinSonic, or, if applicable under this Agreement, switching, then WinSonic
 

 
Version: 2Q06 Standard ICA
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General Terms and Conditions
Page 5
 
 
agrees that in those cases where WinSonic receives subpoenas or court ordered requests regarding targeted telephone numbers belonging to WinSonic customers, and where WinSonic does not have the requested information, WinSonic will advise the law enforcement agency initiating the request to redirect the subpoena or court ordered request to BellSouth for handling in accordance with Section 4.1 above.
 
4.3
In all other instances, where either Party receives a request for information involving the other Party’s customer, the Party receiving the request will advise the law enforcement agency initiating the request to redirect such request to the other Party.
 
5
Liability and Indemnification
 
5.1
WinSonic Liability. In the event that WinSonic consists of two (2) or more separate entities as set forth in this Agreement and/or any Amendments hereto, or any third party places orders under this Agreement using WinSonic’s company codes or identifiers, all such entities shall be jointly and severally liable for the obligations of WinSonic under this Agreement.
 
5.2
Liability for Acts or Omissions of Third Parties. BellSouth shall not be liable to WinSonic for any act or omission of another entity providing any services to WinSonic.
 
5.3
Except for any indemnification obligations of the Parties hereunder, each Party’s liability to the other for any loss, cost, claim, injury, liability or expense, including reasonable attorneys’ fees relating to or arising out of any cause whatsoever, whether based in contract, negligence or other tort, strict liability or otherwise, relating to the performance of this Agreement, shall not exceed a credit for the actual cost of the services or functions not performed or improperly performed.
 
 
Any amounts paid to WinSonic pursuant to Attachment 9 hereof shall be credited against any damages otherwise payable to WinSonic pursuant to this Agreement.
 
5.3.1
Limitations in Tariffs. A Party may, in its sole discretion, provide in its tariffs and contracts with its customers and third parties that relate to any service, product or function provided or contemplated under this Agreement, that to the maximum extent permitted by Applicable Law, such Party shall not be liable to the customer or third party for (i) any loss relating to or arising out of this Agreement, whether in contract, tort or otherwise, that exceeds the amount such Party would have charged that applicable person for the service, product or function that gave rise to such loss and (ii) consequential damages. To the extent that a Party elects not to place in its tariffs or contracts such limitations of liability, and the other Party incurs a loss as a result thereof, such Party shall, except to the extent caused by the other Party’s gross negligence or willful misconduct, indemnify and reimburse the other Party for that portion of the loss that would have been limited had the first
 
Version: 2Q06 Standard ICA
06/13/06
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General Terms and Conditions
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Party included in its tariffs and contracts the limitations of liability that such other Party included in its own tariffs at the time of such loss.
 
5.3.2
Neither BellSouth nor WinSonic shall be liable for damages to the other Party’s terminal location, equipment or customer premises resulting from the furnishing of a service, including, but not limited to, the installation and removal of equipment or associated wiring, except to the extent caused by a Party’s negligence or willful misconduct or by a Party’s failure to ground properly a local loop after disconnection.
 
5.3.3
Under no circumstance shall a Party be responsible or liable for indirect, incidental, or consequential damages, including, but not limited to, economic loss or lost business or profits, damages arising from the use or performance of equipment or software, or the loss of use of software or equipment, or accessories attached thereto, delay, error, or loss of data. In connection with this limitation of liability, each Party recognizes that the other Party may, from time to time, provide advice, make recommendations, or supply other analyses related to the services or facilities described in this Agreement, and, while each Party shall use diligent efforts in this regard, the Parties acknowledge and agree that this limitation of liability shall apply to provision of such advice, recommendations, and analyses.
 
5.3.4
To the extent any specific provision of this Agreement purports to impose liability, or limitation of liability, on either Party different from or in conflict with the liability or limitation of liability set forth in this Section, then with respect to any facts or circumstances covered by such specific provisions, the liability or limitation of liability contained in such specific provision shall apply.
 
5.4
Indemnification for Certain Claims. Except to the extent caused by the indemnified Party’s gross negligence or willful misconduct, the Party providing services hereunder, its Affiliates and its parent company, shall be indemnified, defended and held harmless by the Party receiving services hereunder against any claim, loss or damage arising from the receiving Party’s use of the services provided under this Agreement pertaining to (1) claims for libel, slander or invasion of privacy arising from the content of the receiving Party’s own communications, or (2) any claim, loss or damage claimed by the customer of the Party receiving services arising from such company’s use or reliance on the providing Party’s services, actions, duties, or obligations arising out of this Agreement.
 
5.5
Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES, OR FACILITIES PROVIDED UNDER THIS AGREEMENT. THE PARTIES DISCLAIM, WITHOUT LIMITATION, ANY WARRANTY OR GUARANTEE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
 
Version: 2Q06 Standard ICA
06/13/06
CCCS 10 of 277



General Terms and Conditions
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ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR FROM USAGES OF TRADE.
 
6 
Intellectual Property Rights and Indemnification
 
6.1
No License. Except as expressly set forth in Section 6.2 below, no patent, copyright, trademark or other proprietary right is licensed, granted or otherwise transferred by this Agreement. The Parties are strictly prohibited from any use, including but not limited to, in the selling, marketing, promoting or advertising of telecommunications services, of any name, service mark, logo or trademark (collectively, the “Marks”) of the other Party. The Marks include those Marks owned directly by a Party or its Affiliate(s) and those Marks that a Party has a legal and valid license to use. The Parties acknowledge that they are separate and distinct and that each provides a separate and distinct service and agree that neither Party may, expressly or impliedly, state, advertise or market that it is or offers the same service as the other Party or engage in any other activity that may result in a likelihood of confusion between its own service and the service of the other Party.
 
6.2
Ownership of Intellectual Property. Any intellectual property that originates from or is developed by a Party shall remain the exclusive property of that Party.
 
 
Except for a limited, non-assignable, non-exclusive, non-transferable license to use patents or copyrights to the extent necessary for the Parties to use any facilities or equipment (including software) or to receive any service solely as provided under this Agreement, no license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right, now or hereafter owned, controlled or licensable by a Party, is granted to the other Party. Neither shall it be implied nor arise by estoppel. Any trademark, copyright or other proprietary notices appearing in association with the use of any facilities or equipment (including software) shall remain on the documentation, material, product, service, equipment or software. It is the responsibility of each Party to ensure at no additional cost to the other Party that it has obtained any necessary licenses in relation to intellectual property of third Parties used in its network that may be required to enable the other Party to use any facilities or equipment (including software), to receive any service, or to perform its respective obligations under this Agreement.
 
6.3
Intellectual Property Remedies
 
6.3.1
Indemnification. The Party providing a service pursuant to this Agreement will defend the Party receiving such service or data provided as a result of such service against claims of infringement arising solely from the use by the receiving Party of such service in the manner contemplated under this Agreement and will indemnify the receiving Party for any damages awarded based solely on such claims in accordance with Section 5 above.
 
6.3.2
Claim of Infringement
 
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06/13/06
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6.3.2.1
In the event that use of any facilities or equipment (including software), becomes, or in the reasonable judgment of the Party who owns the affected network is likely to become, the subject of a claim, action, suit, or proceeding based on intellectual property infringement, then said Party, promptly and at its sole expense and sole option, but subject to the limitations of liability set forth below, shall:
 
6.3.2.2
modify or replace the applicable facilities or equipment (including software) while maintaining form and function, or
 
6.3.2.3
obtain a license sufficient to allow such use to continue.
 
6.3.2.4
In the event Sections 6.3.2.2 or 6.3.2.3 above are commercially unreasonable, then said Party may terminate, upon reasonable notice, this contract with respect to use of, or services provided through use of, the affected facilities or equipment (including software), but solely to the extent required to avoid the infringement claim.
 
6.3.3
Exception to Obligations. Neither Party's obligations under this Section shall apply to the extent the infringement is caused by: (i) modification of the facilities or equipment (including software) by the indemnitee; (ii) use by the indemnitee of the facilities or equipment (including software) in combination with equipment or facilities (including software) not provided or authorized by the indemnitor, provided the facilities or equipment (including software) would not be infringing if used alone; (iii) conformance to specifications of the indemnitee which would necessarily result in infringement; or (iv) continued use by the indemnitee of the affected facilities or equipment (including software) after being placed on notice to discontinue use as set forth herein.
 
6.3.4
Exclusive Remedy. The foregoing shall constitute the Parties' sole and exclusive remedies and obligations with respect to a third party claim of intellectual property infringement arising out of the conduct of business under this Agreement.
 
6.3.5
Dispute Resolution. Any claim arising under Sections 6.1 and 6.2 above shall be excluded from the dispute resolution procedures set forth in Section 8 below and shall be brought in a court of competent jurisdiction.
 
7
Proprietary and Confidential Information
 
7.1
Proprietary and Confidential Information. It may be necessary for BellSouth and WinSonic, each as the “Discloser,” to provide to the other Party, as “Recipient,” certain proprietary and confidential information (including trade secret information) including but not limited to technical, financial, marketing, staffing and business plans and information, strategic information, proposals, request for proposals, specifications, drawings, maps, prices, costs, costing methodologies, procedures, processes, business systems, software programs, techniques, customer account data, call detail records and like information (collectively the
 
Version: 2Q06 Standard ICA
06/13/06
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General Terms and Conditions
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“Information”). All such Information conveyed in writing or other tangible form shall be clearly marked with a confidential or proprietary legend. Information conveyed orally by the Discloser to Recipient shall be designated as proprietary and confidential at the time of such oral conveyance, shall be reduced to writing by the Discloser within forty-five (45) days thereafter, and shall be clearly marked with a confidential or proprietary legend.
 
7.2
Use and Protection of Information. Recipient agrees to protect such Information of the Discloser provided to Recipient from whatever source from distribution, disclosure or dissemination to anyone except employees of Recipient with a need to know such Information solely in conjunction with Recipient’s analysis of the Information and for no other purpose except as authorized herein or as otherwise authorized in writing by the Discloser. Recipient will not make any copies of the Information inspected by it.
 
7.3
Exceptions
 
7.3.1
Recipient will not have an obligation to protect any portion of the Information which:
 
7.3.2
(a) is made publicly available by the Discloser or lawfully by a nonparty to this Agreement; (b) is lawfully obtained by Recipient from any source other than Discloser; (c) is previously known to Recipient without an obligation to keep it confidential; or (d) is released from the terms of this Agreement by Discloser upon written notice to Recipient.
 
7.4
Recipient agrees to use the Information solely for the purposes of negotiations pursuant to 47 U.S.C. § 251 or in performing its obligations under this Agreement and for no other entity or purpose, except as may be otherwise agreed to in writing by the Parties. Nothing herein shall prohibit Recipient from providing information requested by the FCC or a state regulatory agency with jurisdiction over this matter, or to support a request for arbitration or an allegation of failure to negotiate in good faith.
 
7.5
Recipient agrees not to publish or use the Information for any advertising, sales or marketing promotions, press releases, or publicity matters that refer either directly or indirectly to the Information or to the Discloser or any of its affiliated companies.
 
7.6
The disclosure of Information neither grants nor implies any license to the Recipient under any trademark, patent, copyright, application or other intellectual property right that is now or may hereafter be owned by the Discloser.
 
7.7
Survival of Confidentiality Obligations. The Parties’ rights and obligations under this Section 7 shall survive and continue in effect until two (2) years after the expiration or termination date of this Agreement with regard to all Information
 
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exchanged during the term of this Agreement. Thereafter, the Parties’ rights and obligations hereunder survive and continue in effect with respect to any Information that is a trade secret under applicable law.
 
8
Resolution of Disputes
 
 
Except as otherwise stated in this Agreement, if any dispute arises as to the interpretation of any provision of this Agreement or as to the proper implementation of this Agreement, the aggrieved Party, if it elects to pursue resolution of the dispute, shall petition the Commission for a resolution of the dispute. However, each Party reserves any rights it may have to seek judicial review of any ruling made by the Commission concerning this Agreement.
 
9
Taxes
 
9.1
Definition. For purposes of this Section, the terms “taxes” and “fees” shall include but not be limited to federal, state or local sales, use, excise, gross receipts or other taxes or tax-like fees of whatever nature and however designated (including tariff surcharges and any fees, charges or other payments, contractual or otherwise, for the use of public streets or rights of way, whether designated as franchise fees or otherwise) imposed, or sought to be imposed, on or with respect to the services furnished hereunder or measured by the charges or payments therefore, excluding any taxes levied on income.
 
9.2
Taxes and Fees Imposed Directly On Either Providing Party or Purchasing Party
 
9.2.1
Taxes and fees imposed on the providing Party, which are not permitted or required to be passed on by the providing Party to its customer, shall be borne and paid by the providing Party.
 
9.2.2
Taxes and fees imposed on the purchasing Party, which are not required to be collected and/or remitted by the providing Party, shall be borne and paid by the purchasing Party.
 
9.3
Taxes and Fees Imposed on Purchasing Party But Collected And Remitted By Providing Party
 
9.3.1
Taxes and fees imposed on the purchasing Party shall be borne by the purchasing Party, even if the obligation to collect and/or remit such taxes or fees is placed on the providing Party.
 
9.3.2
To the extent permitted by applicable law, any such taxes and/or fees shall be shown on applicable billing documents between the Parties. Notwithstanding the foregoing, the purchasing Party shall remain liable for any such taxes and fees regardless of whether they are actually billed by the providing Party at the time that the respective service is billed.
 
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9.3.3
If the purchasing Party determines that in its opinion any such taxes or fees are not applicable, the providing Party shall not bill such taxes or fees to the purchasing Party if the purchasing Party provides written certification, reasonably satisfactory to the providing Party, stating that it is exempt or otherwise not subject to the tax or fee, setting forth the basis therefor, and satisfying any other requirements under applicable law. If any authority seeks to collect any such tax or fee that the purchasing Party has determined and certified not to be applicable, or any such tax or fee that was not billed by the providing Party, the purchasing Party may contest the same in good faith, at its own expense. In any such contest, the purchasing Party shall promptly furnish the providing Party with copies of all filings in any proceeding, protest, or legal challenge, all rulings issued in connection therewith, and all correspondence between the purchasing Party and the taxing authority.
 
9.3.4
In the event that all or any portion of an amount sought to be collected must be paid in order to contest the imposition of any such tax or fee, or to avoid the existence of a lien on the assets of the providing Party during the pendency of such contest, the purchasing Party shall be responsible for such payment and shall be entitled to the benefit of any refund or recovery. The purchasing Party shall have the right to contest, at its own expense, any such tax or fee that it believes is not applicable or was paid by it in error. If requested in writing by the purchasing Party, the providing Party shall facilitate such contest either by assigning to the purchasing Party its right to claim a refund of such tax or fee, if such an assignment is permitted under applicable law, or, if an assignment is not permitted, by filing and pursuing a claim for refund on behalf of the purchasing Party but at the purchasing Party’s expense.
 
9.3.5
If it is ultimately determined that any additional amount of such a tax or fee is due to the imposing authority, the purchasing Party shall pay such additional amount, including any interest and penalties thereon.
 
9.3.6
Notwithstanding any provision to the contrary, the purchasing Party shall protect, indemnify and hold harmless (and defend at the purchasing Party’s expense) the providing Party from and against any such tax or fee, interest or penalties thereon, or other charges or payable expenses (including reasonable attorney fees) with respect thereto, which are incurred by the providing Party in connection with any claim for or contest of any such tax or fee.
 
9.3.7
Each Party shall notify the other Party in writing of any assessment, proposed assessment or other claim for any additional amount of such a tax or fee by a taxing authority; provided, however, that the failure of a Party to provide notice shall not relieve the other Party of any obligations hereunder.
 
9.4
Taxes and Fees Imposed on Providing Party But Passed On To Purchasing Party
 
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9.4.1
Taxes and fees imposed on the providing Party, which are permitted or required to be passed on by the providing Party to its customer, shall be borne by the purchasing Party.
 
9.4.2
To the extent permitted by applicable law, any such taxes and/or fees shall be shown on applicable billing documents between the Parties. Notwithstanding the foregoing, the purchasing Party shall remain liable for any such taxes and fees regardless of whether they are actually billed by the providing Party at the time that the respective service is billed.
 
9.4.3
If the purchasing Party disagrees with the providing Party’s determination as to the application of or basis for any such tax or fee, the Parties shall consult with respect to the imposition and billing of such tax or fee. Notwithstanding the foregoing, the providing Party shall retain ultimate responsibility for determining whether and to what extent any such taxes or fees are applicable, and the purchasing Party shall abide by such determination and pay such taxes or fees to the providing Party.
 
 
The providing Party shall further retain ultimate responsibility for determining whether and how to contest the imposition of such taxes and fees; provided, however, that any such contest undertaken at the request of the purchasing Party shall be at the purchasing Party’s expense.
 
9.4.4
In the event that all or any portion of an amount sought to be collected must be paid in order to contest the imposition of any such tax or fee, or to avoid the existence of a lien on the assets of the providing Party during the pendency of such contest, the purchasing Party shall be responsible for such payment and shall be entitled to the benefit of any refund or recovery. The purchasing Party shall have the right to contest, at its own expense, any such tax or fee that it believes is not applicable or was paid by it in error. If requested in writing by the purchasing Party, the providing Party shall facilitate such contest either by assigning to the purchasing Party its right to claim a refund of such tax or fee, if such an assignment is permitted under applicable law, or, if an assignment is not permitted, by filing and pursuing a claim for refund on behalf of the purchasing Party but at the purchasing Party’s expense.
 
9.4.5
If it is ultimately determined that any additional amount of such a tax or fee is due to the imposing authority, the purchasing Party shall pay such additional amount, including any interest and penalties thereon.
 
9.4.6
Notwithstanding any provision to the contrary, the purchasing Party shall protect, indemnify and hold harmless (and defend at the purchasing Party’s expense) the providing Party from and against any such tax or fee, interest or penalties thereon, or other charges or payable expenses (including reasonable attorneys’ fees) with respect thereto, which are incurred by the providing Party in connection with any claim for or contest of any such tax or fee.
 
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9.4.7
Each Party shall notify the other Party in writing of any assessment, proposed assessment or other claim for any additional amount of such a tax or fee by a taxing authority; provided, however, that the failure of a Party to provide notice shall not relieve the other Party of any obligations hereunder.
 
9.5
Additional Provisions Applicable to All Taxes and Fees
 
9.5.1
In any contest of a tax or fee by one Party, the other Party shall cooperate fully by providing records, testimony and such additional information or assistance as may reasonably be necessary to pursue the contest. Further, the other Party shall be reimbursed for any reasonable and necessary out-of-pocket copying and travel expenses incurred in assisting in such contest.
 
9.5.2
Notwithstanding any provision of this Agreement to the contrary, any administrative, judicial, or other proceeding concerning the application or amount of a tax or fee shall be maintained in accordance with the provisions of this Section and any applicable federal, state or local law governing the resolution of such disputed tax or fee; and under no circumstances shall either Party have the right to bring a dispute related to the application or amount of tax or fee before a regulatory authority.
 
10
Force Majeure
 
 
In the event performance of this Agreement, or any obligation hereunder, is either directly or indirectly prevented, restricted, or interfered with by reason of fire, flood, earthquake or like acts of God, wars, revolution, civil commotion, explosion, acts of public enemy, embargo, acts of the government in its sovereign capacity, labor difficulties, including without limitation, strikes, slowdowns, picketing, or boycotts, unavailability of equipment from vendor, changes requested by WinSonic, or any other circumstances beyond the reasonable control and without the fault or negligence of the Party affected, the Party affected shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction, or interference (and the other Party shall likewise be excused from performance of its obligations on a day-to-day basis until the delay, restriction or interference has ceased); provided, however, that the Party so affected shall use diligent efforts to avoid or remove such causes of non-performance and both Parties shall proceed whenever such causes are removed or cease. The Party affected shall provide notice of the Force Majeure event within a reasonable period of time following such an event.
 
11
Adoption of Agreements
 
 
Pursuant to 47 U.S.C. § 252(i) and 47 C.F.R. § 51.809, BellSouth shall make available to WinSonic any entire interconnection agreement filed and approved pursuant to 47 U.S.C. § 252. The adopted agreement shall apply to the same states as the agreement that was adopted, and the term of the adopted agreement shall expire on the same date as set forth in the agreement that was adopted.
 
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12
Modification of Agreement
 
12.1
If WinSonic changes its name or makes changes to its company structure or identity due to a merger, acquisition, transfer or any other reason, it is the responsibility of WinSonic to notify BellSouth of said change, request that an amendment to this Agreement, if necessary, be executed to reflect said change and notify the Commission of such modification of company structure in accordance with the state rules governing such modification in company structure if applicable.
 
 
Additionally, WinSonic shall provide BellSouth with any necessary supporting documentation, which may include, but is not limited to, a credit application, Application for Master Account, proof of authority to provide telecommunications services, the appropriate Operating Company Number (OCN) for each state as assigned by National Exchange Carrier Association (NECA), Carrier Identification Code (CIC), Access Customer Name and Abbreviation (ACNA), BellSouth’s blanket form letter of authority (LOA), Misdirected Number form and a tax exemption certificate.
 
12.2
No modification, amendment, supplement to, or waiver of the Agreement or any of its provisions shall be effective and binding upon the Parties unless it is made in writing and duly signed by the Parties.
 
12.3
In the event that any effective legislative, regulatory, judicial or other legal action materially affects any material terms of this Agreement, or the ability of WinSonic or BellSouth to perform any material terms of this Agreement, WinSonic or BellSouth may, on thirty (30) days’ written notice, require that such terms be renegotiated, and the Parties shall renegotiate in good faith such mutually acceptable new terms as may be required. In the event that such new terms are not renegotiated within forty-five (45) days after such notice, and either Party elects to pursue resolution of such amendment such Party shall pursue the dispute resolution process set forth in Section 8 above.
 
13
Legal Rights
 
 
Execution of this Agreement by either Party does not confirm or imply that the executing Party agrees with any decision(s) issued pursuant to the Telecommunications Act of 1996 and the consequences of those decisions on specific language in this Agreement. Neither Party waives its rights to appeal or otherwise challenge any such decision(s) and each Party reserves all of its rights to pursue any and all legal and/or equitable remedies, including appeals of any such decision(s).
 
14
Indivisibility
 
 
Subject to Section 15 below, the Parties intend that this Agreement be indivisible and nonseverable, and each of the Parties acknowledges that it has assented to all of the covenants and promises in this Agreement as a single whole and that all of such covenants and promises, taken as a whole, constitute the essence of the contract. Without limiting the generality of the foregoing, each of the Parties
 
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acknowledges that any provision by BellSouth of collocation space under this Agreement is solely for the purpose of facilitating the provision of other services under this Agreement as set forth in Attachment 4. The Parties further acknowledge that this Agreement is intended to constitute a single transaction and that the obligations of the Parties under this Agreement are interdependent.
 
15
Severability
 
 
If any provision of this Agreement, or part thereof, shall be held invalid or unenforceable in any respect, the remainder of the Agreement or provision shall not be affected thereby, provided that the Parties shall negotiate in good faith to reformulate such invalid provision, or part thereof, or related provision, to reflect as closely as possible the original intent of the parties, consistent with applicable law, and to effectuate such portions thereof as may be valid without defeating the intent of such provision. In the event the Parties are unable to mutually negotiate such replacement language, either Party may elect to pursue the dispute resolution process set forth in Section 8 above.
 
16
Non-Waivers
 
 
A failure or delay of either Party to enforce any of the provisions hereof, to exercise any option which is herein provided, or to require performance of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or options, and each Party, notwithstanding such failure, shall have the right thereafter to insist upon the performance of any and all of the provisions of this Agreement.
 
17
Governing Law
 
 
Where applicable, this Agreement shall be governed by and construed in accordance with federal and state substantive telecommunications law, including rules and regulations of the FCC and appropriate Commission. In all other respects, this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Georgia without regard to its conflict of laws principles.
 
18
Assignments and Transfers
 
18.1
Any assignment by either Party to any entity of any right, obligation or duty, or of any other interest hereunder, in whole or in part, without the prior written consent of the other Party shall be void. The assignee must provide evidence of a Commission approved certification to provide Telecommunications Service in each state that WinSonic is entitled to provide Telecommunications Service. After BellSouth’s consent, the Parties shall amend this Agreement to reflect such assignments and shall work cooperatively to implement any changes required due to such assignment. All obligations and duties of any Party under this Agreement shall be binding on all successors in interest and assigns of such Party. No assignment or delegation hereof shall relieve the assignor of its obligations under this Agreement in the event that the assignee fails to perform such obligations.
 
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Notwithstanding anything to the contrary in this Section, WinSonic shall not be permitted to assign this Agreement in whole or in part to any entity unless either (1) WinSonic pays all bills, past due and current, under this Agreement, or (2) WinSonic’s assignee expressly assumes liability for payment of such bills.
 
18.2 
In the event that WinSonic desires to transfer any services hereunder to another provider of Telecommunications Service, or WinSonic desires to assume hereunder any services provisioned by BellSouth to another provider of Telecommunications Service, such transfer of services shall be subject to separately negotiated rates, terms and conditions.
 
19
Notices
 
19.1 
Every notice, consent or approval of a legal nature, required or permitted by this Agreement shall be in writing and shall be delivered either by hand, by overnight courier or by US mail postage prepaid, or email if an email address is listed below, addressed to:
 
BellSouth Telecommunications, Inc.
BellSouth Local Contract Manager
600 North 19th Street, 10th floor
Birmingham, AL 35203
 
and
 
ICS Attorney Suite 4300
675 West Peachtree Street
Atlanta, GA 30375
 
WinSonic Digital Media Group, Ltd.
Winston D. Johnson
101 Marietta Street NW, Suite 2600
Atlanta, GA 30303 404-230-5705

 
or at such other address as the intended recipient previously shall have designated by written notice to the other Party.
 
19.2 
Unless otherwise provided in this Agreement, notice by mail shall be effective on the date it is officially recorded as delivered by return receipt or equivalent, and in the absence of such record of delivery, it shall be presumed to have been delivered
 
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the fifth day, or next business day after the fifth day, after it was deposited in the mails.
 
19.3
Notwithstanding the above, BellSouth will post to BellSouth’s Interconnection Web site changes to business processes and policies and shall post to BellSouth’s Interconnection Web site or submit through applicable electronic systems, other service and business related notices not requiring an amendment to this Agreement.
 
20
Rule of Construction
 
 
No rule of construction requiring interpretation against the drafting Party hereof shall apply in the interpretation of this Agreement.
 
21
Headings of No Force or Effect
 
 
The headings of Articles and Sections of this Agreement are for convenience of reference only, and shall in no way define, modify or restrict the meaning or interpretation of the terms or provisions of this Agreement.
 
22
Multiple Counterparts
 
 
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall together constitute but one and the same document.
 
23
Filing of Agreement
 
 
This Agreement, and any amendments hereto, shall be filed with the appropriate state regulatory agency pursuant to the requirements of Section 252 of the Act, or as otherwise required by the state and the Parties shall share equally in any applicable fees. Notwithstanding the foregoing, this Agreement shall not be submitted for approval by the appropriate state regulatory agency unless and until such time as WinSonic is duly certified as a local exchange carrier in such state, except as otherwise required by a Commission.
 
24
Compliance with Law
 
 
The Parties have negotiated their respective rights and obligations pursuant to substantive Federal and State Telecommunications law and this Agreement is intended to memorialize the Parties’ mutual agreement with respect to each Party’s rights and obligations under the Act and applicable FCC and Commission orders, rules and regulations. Nothing contained herein, nor any reference to applicable rules and orders, is intended to expand on the Parties’ rights and obligations as set forth herein. To the extent the provisions of this Agreement differ from the provisions of any Federal or State Telecommunications statute, rule or order in effect as of the execution of this Agreement, this Agreement shall control. Each Party shall comply at its own expense with all other laws of general applicability.
 
25
Necessary Approvals
 
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Each Party shall be responsible for obtaining and keeping in effect all approvals from, and rights granted by, governmental authorities, building and property owners, other carriers, and any other persons that may be required in connection with the performance of its obligations under this Agreement. Each Party shall reasonably cooperate with the other Party in obtaining and maintaining any required approvals and rights for which such Party is responsible.
 
26
Good Faith Performance
 
 
Each Party shall act in good faith in its performance under this Agreement and, in each case in which a Party’s consent or agreement is required or requested hereunder, such Party shall not unreasonably withhold or delay such consent or agreement.
 
27.
Rates
 
27.1
WinSonic shall pay the charges set forth in this Agreement. In the event that BellSouth is unable to bill the applicable rate or no rate is established or included in this Agreement for any services provided pursuant to this Agreement, BellSouth reserves the right to back bill WinSonic for such rate or for the difference between the rate actually billed and the rate that should have been billed pursuant to this Agreement; provided, however, that subject to WinSonic’s agreement to the limitation regarding billing disputes as described in Section 2.2 of Attachment 7 hereof, BellSouth shall not back bill any amounts for services rendered more than twelve (12) months prior to the date that the charges or additional charges for such services are actually billed. Notwithstanding the foregoing, both Parties recognize that situations may exist which could necessitate back billing beyond twelve (12) months. These exceptions are:
 
 
Charges connected with jointly provided services whereby meet point billing guidelines require either Party to rely on records provided by a third party and such records have not been provided in a timely manner;
 
 
Charges incorrectly billed due to erroneous information supplied by the non-billing Party.
 
 
Charges for which a regulatory body has granted the billing Party the authority to back bill beyond twelve (12) months.
 
27.2
To the extent a rate element is omitted or no rate is established, BellSouth has the right not to provision such service until the Agreement is amended to include such rate.
 
27.3
To the extent WinSonic requests services not included in this Agreement, such services shall be provisioned pursuant to the rates, terms and conditions set forth in the applicable tariffs or a separately negotiated Agreement, unless the Parties agree to amend this Agreement to include such service prospectively.
 
28
Rate True-Up
 
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28.1
This section applies to rates that are expressly subject to true-up.
 
28.2
The rates shall be trued-up, either up or down, based on final prices determined either by further agreement between the Parties, or by a final and effective order of the Commission. The Parties shall implement the true-up by comparing the actual volumes and demand for each item, together with the rates for each item, with the final prices determined for each item. Each Party shall keep its own records upon which the true-up can be based, and any final payment from one Party to the other shall be in an amount agreed upon by the Parties based on such records. In the event of any discrepancy between the records or disagreement between the Parties regarding the amount of such true-up, the dispute shall be subject to the dispute resolution process set forth in this Agreement.
 
28.3
A final and effective order of the Commission that forms the basis of a true-up shall be based upon cost studies submitted by either or both Parties to the Commission and shall be binding upon BellSouth and WinSonic specifically or upon all carriers generally, such as a generic cost proceeding.
 
29
Survival
 
 
The Parties’ obligations under this Agreement which by their nature are intended to continue beyond the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement.
 
30
Entire Agreement
 
30.1
This Agreement means the General Terms and Conditions, the Attachments hereto and all documents identified therein, as such may be amended from time to time and which are incorporated herein by reference, all of which, when taken together, are intended to constitute one indivisible agreement. This Agreement sets forth the entire understanding and supersedes prior agreements between the Parties relating to the subject matter contained in this Agreement and merges all prior discussions between them. Any orders placed under prior agreements between the Parties shall be governed by the terms of this Agreement and WinSonic acknowledges and agrees that any and all amounts and obligations owed for services provisioned or orders placed under prior agreements between the Parties, related to the subject matter hereof, shall, as of the Effective Date, be due and owing under this Agreement and be governed by the terms and conditions of this Agreement as if such services or orders were provisioned or placed under this Agreement. Neither Party shall be bound by any definition, condition, provision, representation, warranty, covenant or promise other than as expressly stated in this Agreement or as is contemporaneously or subsequently set forth in writing and executed by a duly authorized officer or representative of the Party to be bound thereby.
 
30.2
Any reference throughout this Agreement to a tariff, industry guideline, BellSouth’s technical guideline or reference, BellSouth business rule, guide or other such document containing processes or specifications applicable to the
 
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services provided pursuant to this Agreement, shall be construed to refer to only those provisions thereof that are applicable to these services, and shall include any successor or replacement versions thereof, all as they are amended from time to time and all of which are incorporated herein by reference, and may be found at BellSouth’s Interconnection Web site at: www.interconnection.bellsouth.com. References to state tariffs throughout this Agreement shall be to the tariff for the state in which the services were provisioned; provided, however, that in any state where certain BellSouth services or tariff provisions have been or become deregulated or detariffed, any reference in this Agreement to a detariffed or deregulated service or provision of such tariff shall be deemed to refer to the service description, price list or other agreement pursuant to which BellSouth provides such services as a result of detariffing or deregulation.
 
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General Terms and Conditions
Signature Page
 
IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year written below.

BellSouth Telecommunications, Inc.
 
WinSonic Digital Media Group, Ltd.
By: /s/ Kirsten E. Shore
 
By: /s/ Winston D. Johnson
Name: Kristen E. Shore
 
Name: Winston D. Johnson
Title: Director
 
Title: Chairman/CEO
Date: 9/27/06
 
Date: 9-22-06

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Attachment 1
Page 1
Attachment 1
 
Resale
 
 
 
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Attachment 1
Page 2
Table of Contents

1.
Discount Rates
3
2.
Definition of Terms
3
3.
General Provisions
3
4
BellSouth’s Provision of Services to WinSonic
6
5.
Maintenance of Services
7
6.
Discontinuance of Service
7
7.
White Pages Listings
8
8.
Operator Services (Operator Call Processing and Directory Assistance)
9
9.
Branding for Wholesale OCP and DA
11
10.
LIDB
11
11.
Revenue Accounting Office (RAO) Hosting
12
12.
Optional Daily Usage File (ODUF)
12
13.
Enhanced Optional Daily Usage File (EODUF)
12
Resale Restrictions
Exhibit A
Optional Daily Usage File (ODUF)
Exhibit B
Enhanced Option Daily Usage File (EODUF)
Exhibit C
Resale Discounts and Rates
Exhibit D

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Attachment 1
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RESALE
1.
Discount Rates
 
1.1
The discounts rates applied to WinSonic’s purchases of BellSouth
 
 
Telecommunications Services for the purpose of resale shall be as set forth in Exhibit D. Such discounts have been determined by the applicable Commission to reflect the costs avoided by BellSouth when selling a service for wholesale purposes.
 
1.2
The Telecommunications Services available for purchase by WinSonic for the purposes of resale to WinSonic’s customers shall be available at BellSouth’s tariffed rates less the discount reflected in Exhibit D and subject to the exclusions and limitations in Exhibit A.
 
2.
Definition of Terms
 
For purposes of this Attachment only, the following terms shall have the definitions as set forth below:
 
2.1
Customer of Record means the entity responsible for placing application for service; requesting additions, rearrangements, maintenance or discontinuance of service; payment in full of charges incurred such as nonrecurring, monthly recurring, toll, directory assistance, etc.
 
2.2
End User Customer Location means the physical location of the premises where a customer makes use of the Telecommunications Services.
 
2.3
New Services means functions, features or capabilities that are not currently offered by BellSouth. This includes packaging of existing services or combining a new function, feature or capability with an existing service.
 
2.4
Resale means an activity wherein a certificated CLEC, such as WinSonic, subscribes to the retail Telecommunications Services of BellSouth and then offers those retail Telecommunications Services to the public.
 
3.
General Provisions
 
3.1
All of the negotiated rates, terms and conditions set forth in this Attachment pertain to the resale of BellSouth’s retail Telecommunications Services and other services specified in this Attachment. Subject to effective and applicable FCC and Commission rules and orders, BellSouth shall make available to WinSonic for resale those Telecommunications Services BellSouth makes available, pursuant to its General Subscriber Services Tariff (GSST) and Private Line Services Tariff, to customers who are not Telecommunications carriers.
 
3.1.1
When WinSonic provides Resale service in a cross boundary area (customer is physically located in a particular state and is served by a central office in an adjoining state) the rates, regulations and discounts for the state in which the serving central office is located will apply. Billing will be from the state in which the customer is located.
 
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3.2
WinSonic as a reseller of Lifeline and Link-Up Services hereby certifies that it has and will comply with the FCC requirements governing the Lifeline and Link- Up programs as set forth in 47 C.F.R. § 54.417(a) and (b). This includes the requirements set forth in BellSouth’s GSST, Sections A3.31 and A4.7.
 
3.2.1
WinSonic shall maintain records to document FCC or applicable state eligibility and verification records to document compliance governing the Lifeline/Link-Up programs for the three (3) full preceding calendar years, and WinSonic shall provide such documentation to the FCC or it’s Administrator upon request.
 
3.2.2
In Tennessee, if WinSonic does not resell Lifeline service to any end users, and if WinSonic agrees to order an appropriate Operator Services/Directory Assistance block as set forth in BellSouth’s GSST, the discount shall be twenty-one point fifty-six percent (21.56%).
 
3.2.2.1
In the event WinSonic resells Lifeline service to any end user in Tennessee, BellSouth will begin applying the sixteen percent (16%) discount rate to all services. Upon WinSonic and BellSouth’s implementation of a billing arrangement whereby a separate Master Account (Q-account) associated with a separate OCN is established for billing of Lifeline service end users, the discount shall be applied as set forth in Section 3.2.2 above for the non-Lifeline affected Master Account (Q-account).
 
3.2.2.2
WinSonic must provide written notification to BellSouth within thirty (30) days prior to either providing its own operator services/directory services or ordering the appropriate operator services/directory assistance blocking, to qualify for the higher discount rate of twenty-one point fifty-six percent (21.56%).
 
3.3
WinSonic may purchase resale services from BellSouth for its own use in operating its business. The resale discount will apply to those services under the following conditions:
 
3.3.1
WinSonic must resell services to other end users.
 
3.3.2
WinSonic cannot be a CLEC for the single purpose of selling to itself.
 
3.3.3
WinSonic will be the Customer of Record for all services purchased from BellSouth. Except as specified herein, BellSouth will take orders from, bill and receive payment from WinSonic for said services.
 
3.4
WinSonic will be BellSouth’s single point of contact for all services purchased pursuant to this Agreement. BellSouth shall have no contact with the customer except to the extent provided for herein.
 
3.5
BellSouth will continue to bill the customer for any services that the customer specifies it wishes to receive directly from BellSouth. BellSouth maintains the right to serve directly any customer within the service area of WinSonic.
 
 
BellSouth will continue to market directly its own Telecommunications products and services and in doing so may establish independent relationships with customers of WinSonic. Neither Party shall interfere with the right of any person or entity to obtain service directly from the other Party.
 
3.5.1
BellSouth will accept a request from another CLEC for conversion of the
 
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customer’s service from WinSonic to such other CLEC. Upon completion of the conversion BellSouth will notify WinSonic that such conversion has been completed.
 
3.5.2
When a customer of WinSonic or BellSouth elects to change his/her carrier to the other Party, both Parties agree to release the customer’s service to the other Party concurrent with the due date of the service order, which shall be established based on the standard interval for the customer’s requested service as set forth in the BellSouth Product and Services Interval Guide.
 
3.5.3
BellSouth and WinSonic will refrain from contacting an customer who has placed or whose selected carrier has placed on the customer’s behalf an order to change the customer’s service provider from BellSouth or WinSonic to the other Party until such time that the order for service has been completed.
 
3.6
Current telephone numbers may normally be retained by the customer and are assigned to the service furnished. However, neither Party nor the customer has a property right to the telephone number or any other call number designation associated with services furnished by BellSouth, and no right to the continuance of service through any particular central office. BellSouth reserves the right to change such numbers, or the central office designation associated with such numbers, or both, whenever BellSouth deems it necessary to do so in the conduct of its business and in accordance with BellSouth practices and procedures on a nondiscriminatory basis.
 
3.7
Service is furnished subject to the condition that it will not be used for any unlawful purpose.
 
3.8
Service will be discontinued if any law enforcement agency advises that the service being used is in violation of the law.
 
3.9
BellSouth can refuse service when it has grounds to believe that service will be used in violation of the law.
 
3.10
If WinSonic or its customers utilize a BellSouth resold Telecommunications Service in a manner other than that for which the service was originally intended as described in BellSouth’s retail tariffs WinSonic has the responsibility to notify BellSouth. BellSouth will only provision and maintain said service consistent with the terms and conditions of the tariff describing said service.
 
3.11
Facilities and/or equipment utilized by BellSouth to provide service to WinSonic remain the property of BellSouth.
 
3.12
Service Ordering and Operations Support Systems (OSS)
 
3.12.1
WinSonic must order services through resale interfaces, i.e., the Local Carrier Service Center (LCSC) and/or appropriate Complex Resale Support Group (CRSG) pursuant to this Agreement. WinSonic may submit a Local Service Request (LSR) electronically as set forth in Attachment 6. Service orders will be in a standard format designated by BellSouth.
 
3.12.2
BellSouth messaging services set forth in BellSouth’s Messaging Service Re-Seller Information Package shall be made available for resale without the
 
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wholesale discount.
 
3.13
BellSouth’s Inside Wire Maintenance Service Plan is available for resale at rates, terms and conditions as set forth by BellSouth and without the wholesale discount.
 
3.14
In the event WinSonic acquires a customer whose service is provided pursuant to a BellSouth Special Assembly, BellSouth shall make available to WinSonic that Special Assembly at the wholesale discount at WinSonic’s option. WinSonic shall be responsible for all terms and conditions of such Special Assembly including but not limited to termination liability if applicable.
 
3.15
BellSouth shall provide 911/E911 for WinSonic customers in the same manner that it is provided to BellSouth customers. BellSouth shall provide and validate WinSonic customer information to the Public Safety Answering Point (PSAP).
 
 
BellSouth shall use its service order process to update and maintain, on the same schedule that it uses for its customers, the WinSonic customer information in the Automatic Location Identification/Data Management System (ALI/DMS) databases used to support 911/E911 services.
 
3.16
Pursuant to 47 C.F.R. § 51.617, BellSouth shall bill to WinSonic, and WinSonic shall pay, the End User Common Line (EUCL) charges identical to the EUCL charges BellSouth bills its customers.
 
4
BellSouth’s Provision of Services to WinSonic
 
4.1
Resale of BellSouth services shall be as follows:
 
4.1.1
The resale of Telecommunications Services shall be limited to users and uses conforming to the class of service restrictions.
 
4.1.2
Hotel and Hospital PBX services are the only Telecommunications Services available for resale to Hotel/Motel and Hospital customers, respectively.
 
 
Similarly, Access Line Service for Customer Provided Coin Telephones is the only local service available for resale to Payphone Service Provider (PSP) customers. Shared Tenant Service customers can only be sold those local exchange access services available in BellSouth’s GSST Section A23, Shared Tenant Service Section in the states of Florida, Georgia, North Carolina and South Carolina, and in A27 in the states of Alabama, Kentucky, Louisiana, Mississippi and Tennessee.
 
4.1.3
BellSouth reserves the right to periodically audit services purchased by WinSonic to establish authenticity of use. Such audit shall not occur more than once in a calendar year. WinSonic shall make any and all records and data available to BellSouth or BellSouth’s auditors on a reasonable basis. BellSouth shall bear the cost of said audit. Any information provided by WinSonic for purposes of such audit shall be deemed Confidential Information pursuant to the General Terms and Conditions.
 
4.2
Subject to Exhibit A hereto, resold services can only be used in the same manner as specified in BellSouth’s Tariffs. Resold services are subject to the same terms and conditions as are specified for such services when furnished to an individual
 
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customer of BellSouth in the appropriate section of BellSouth’s Tariffs. Specific tariff features (e.g., a usage allowance per month) shall not be aggregated across multiple resold services.
 
4.3
If WinSonic cancels an order for resold services, any costs incurred by BellSouth in conjunction with provisioning of such order will be recovered in accordance with BellSouth’s GSST and Private Line Services Tariffs.
 
4.4
Service Jointly Provisioned with an Independent Company or CLEC
 
4.4.1
BellSouth will in some instances provision resold services in accordance with BellSouth’s GSST and Private Line Tariffs jointly with an Independent Company (ICO) or other CLEC.
 
4.4.2
When WinSonic assumes responsibility for such service, all terms and conditions defined in the Tariff will apply for services provided within the BellSouth service area only.
 
4.4.3
Service terminating in an ICO or other CLEC area will be provisioned and billed by the ICO or other CLEC directly to WinSonic.
 
4.4.4
WinSonic must establish a billing arrangement with the ICO or other CLEC prior to assuming a customer account where such circumstances apply.
 
4.4.5
Specific guidelines regarding such services are available on the BellSouth Interconnection Web site.
 
5.
Maintenance of Services
 
5.1
Services resold pursuant to this Attachment and BellSouth’s GSST and Private Line Service Tariff and facilities and equipment provided by BellSouth shall be maintained by BellSouth.
 
5.2
WinSonic or its customers may not rearrange, move, disconnect, remove or attempt to repair any facilities owned by BellSouth except with the written consent of BellSouth.
 
5.3
WinSonic accepts responsibility to notify BellSouth of situations that arise that may result in a service problem.
 
5.4
WinSonic will contact the appropriate repair centers in accordance with procedures established by BellSouth.
 
5.5
For all repair requests, WinSonic shall adhere to BellSouth’s prescreening guidelines prior to referring the trouble to BellSouth.
 
5.6
BellSouth reserves the right to contact WinSonic’s customers, if deemed necessary, for maintenance purposes.
 
6.
Discontinuance of Service
 
6.1
The procedures for discontinuing service to a customer are as follows:
 
6.1.1
BellSouth will deny service to WinSonic’s customer on behalf of, and at the request of, WinSonic. Upon restoration of the customer’s service, restoral charges will apply and will be the responsibility of WinSonic.
 
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6.1.2
At the request of WinSonic, BellSouth will disconnect a WinSonic customer.
 
6.1.3
All requests by WinSonic for denial or disconnection of a customer for nonpayment must be in writing.
 
6.1.4
WinSonic will be made solely responsible for notifying the customer of the proposed disconnection of the service.
 
6.1.5
BellSouth will continue to process calls made to the Annoyance Call Center and will advise WinSonic when it is determined that annoyance calls are originated from one of its customer’s locations. BellSouth shall be indemnified, defended and held harmless by WinSonic and/or the customer against any claim, loss or damage arising from providing this information to WinSonic. It is the responsibility of WinSonic to take the corrective action necessary with its customer who make annoying calls. (Failure to do so will result in BellSouth’s disconnecting the customer’s service.)
 
7.
White Pages Listings
 
7.1
BellSouth shall provide WinSonic and its end users access to white pages directory listings under the following terms:
 
7.1.1
Listings. WinSonic shall provide all new, changed and deleted listings on a timely basis and BellSouth or its agent will include WinSonic residential and business customer listings in the appropriate White Pages (residential and business) or alphabetical directories in the geographic areas covered by this Agreement. Directory listings will make no distinction between WinSonic and BellSouth customers. WinSonic shall provide listing information in accordance with the procedures set forth in The BellSouth Business Rules for Local Ordering found at BellSouth’s Interconnection Services Web site.
 
7.1.2
Unlisted/Non-Published Customers. WinSonic will be required to provide to BellSouth the names, addresses and telephone numbers of all WinSonic customers who wish to be omitted from directories. Unlisted/Non-Published listings will be subject to the rates as set forth in BellSouth’s GSST and shall not be subject to the wholesale discount.
 
7.1.3
Inclusion of WinSonic Customers in Directory Assistance Database. BellSouth will include and maintain WinSonic customer listings in BellSouth’s Directory Assistance databases. WinSonic shall provide such Directory Assistance listings to BellSouth at no charge.
 
7.1.4
Listing Information Confidentiality. BellSouth will afford WinSonic’s directory listing information the same level of confidentiality that BellSouth affords its own directory listing information.
 
7.1.5
Additional and Designer Listings. Additional and designer listings will be offered by BellSouth at tariffed rates as set forth in BellSouth’s GSST and shall not be subject to the wholesale discount.
 
7.1.6
Rates. So long as WinSonic provides listing information to BellSouth as set forth in Section 7.1.2 above, BellSouth shall provide to WinSonic one (1) basic White Pages directory listing per WinSonic customer at no charge other than the manual
 
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service order charge or the electronic service order charge, as appropriate, as described in Attachment 6.
 
7.2
Directories. BellSouth or its agent shall make available White Pages directories to WinSonic customer at no charge or as specified in a separate agreement between WinSonic and BellSouth’s agent.
 
7.3
Procedures for submitting WinSonic Subscriber Listing Information (SLI) are found in The BellSouth Business Rules for Local Ordering found at BellSouth’s Interconnection Services Web site.
 
7.3.1
WinSonic authorizes BellSouth to release all WinSonic SLI provided to BellSouth by WinSonic to qualifying third parties pursuant to either a license agreement or BellSouth’s Directory Publishers Database Service (DPDS) in BellSouth’s GSST.
 
 
Such WinSonic SLI shall be intermingled with BellSouth’s own customer listings and listings of any other CLEC that has authorized a similar release of SLI.
 
7.3.2
No compensation shall be paid to WinSonic for BellSouth’s receipt of WinSonic’s SLI, or for the subsequent release to third parties of such SLI. In addition, to the extent BellSouth incurs costs to modify its systems to enable the release of WinSonic’s SLI, or costs on an ongoing basis to administer the release of WinSonic’s SLI, WinSonic shall pay to BellSouth its proportionate share of the reasonable costs associated therewith. At any time that costs may be incurred to administer the release of WinSonic’s SLI, WinSonic will be notified. If WinSonic does not wish to pay its proportionate share of these reasonable costs, WinSonic may instruct BellSouth that it does not wish to release its SLI to independent publishers, and WinSonic shall amend this Agreement accordingly.
 
 
WinSonic will be liable for all costs incurred until the effective date of the amendment.
 
7.3.3
Neither BellSouth nor any agent shall be liable for the content or accuracy of any SLI provided by WinSonic under this Agreement. WinSonic shall indemnify, except to the extent caused by BellSouth’s gross negligence or willful misconduct, hold harmless and defend BellSouth and its agents from and against any damages, losses, liabilities, demands, claims, suits, judgments, costs and expenses (including but not limited to reasonable attorneys’ fees and expenses) arising from BellSouth’s Tariff obligations or otherwise and resulting from or arising out of any third party’s claim of inaccurate WinSonic listings or use of the SLI provided pursuant to this Agreement. BellSouth may forward to WinSonic any complaints received by BellSouth relating to the accuracy or quality of WinSonic listings.
 
7.3.4
Listings and subsequent updates will be released consistent with BellSouth system changes and/or update scheduling requirements.
 
8.
Operator Services (Operator Call Processing and Directory Assistance)
 
8.1
Operator Call Processing (OCP) provides: (1) operator handling for call completion (for example, collect, third number billing, and manual calling-card calls); (2) operator or automated assistance for billing after the customer has dialed the called number (for example, calling card calls); and (3) special services
 
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including but not limited to Busy Line Verification and Emergency Line Interrupt (ELI), Emergency Agency Call and operator-assisted Directory Assistance (DA).
 
8.2
Upon request for BellSouth OCP, BellSouth shall:
 
8.2.1
Process 0+ and 0- dialed local calls.
 
8.2.2
Process 0+ and 0- intraLATA toll calls.
 
8.2.3
Process calls that are billed to WinSonic customer’s calling card that can be validated by BellSouth.
 
8.2.4
Process person-to-person calls.
 
8.2.5
Process collect calls.
 
8.2.6
Provide the capability for callers to bill a third party and shall also process such calls.
 
8.2.7
Process station-to-station calls.
 
8.2.8
Process Busy Line Verify and ELI requests.
 
8.2.9
Process emergency call trace originated by PSAP.
 
8.2.10
Process operator-assisted DA calls.
 
8.2.11
Adhere to equal access requirements, providing WinSonic local customer the same IXC access that BellSouth provides its own operator service (OS).
 
8.2.12
Exercise at least the same level of fraud control in providing OS to WinSonic that BellSouth provides for its own OS.
 
8.2.13
Perform Billed Number Screening when handling Collect, Person-to-Person, and Billed-To-Third-Party calls.
 
8.2.14
Direct customer account and other similar inquiries to the customer service center designated by WinSonic.
 
8.3
Upon WinSonic’s request BellSouth shall provide call records to WinSonic in accordance with Optional Daily Usage File (ODUF) standards.
 
8.4
The interface requirements shall conform to the interface specifications for the platform used to provide OS as long as the interface conforms to industry standards.
 
8.5
DA Service
 
8.5.1
DA Service provides local and non-local customer telephone number listings with the option to complete the call at the caller’s direction separate and distinct from local switching.
 
8.5.2
DA Service shall provide up to two (2) listing requests per call, if available and if requested by WinSonic’s customer. BellSouth shall provide caller-optional DA call completion service at rates set forth in BellSouth’s GSST to one of the provided listings.
 
8.6
DA Service Updates. BellSouth shall update customer listings changes daily.
 
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These changes include:
 
8.6.1
New customer connections;
 
8.6.2
Customer disconnections;
 
8.6.3
Customer address changes; and
 
8.6.4
Non-listed and non-published numbers for use in emergencies.
 
9.
Branding for Wholesale OCP and DA
 
9.1
BellSouth's branding feature provides a definable announcement to WinSonic’s customers using BellSouth’s DA/OCP prior to placing such customers in queue or connecting them to an available operator or automated operator system. This feature allows WinSonic to have its calls custom branded with WinSonic’s name on whose behalf BellSouth is providing DA and/or OCP. Rates for the branding features are set forth in Exhibit D.
 
9.2
BellSouth offers three (3) branding options to WinSonic when ordering BellSouth’s DA and OCP: BellSouth Branding, Unbranding and Custom Branding.
 
9.3
WinSonic’s order for Custom Branding is considered firm ten (10) business days after BellSouth’s receipt of the order. WinSonic may cancel its order more than ten (10) business days after BellSouth’s receipt of the order. WinSonic shall notify BellSouth in writing and shall pay all charges per the order. For branding and unbranding via Originating Line Number Screening (OLNS), WinSonic must contact its Local Contract Manager to initiate the order via the OLNS Branding Order form.
 
9.4
Branding via OLNS
 
9.4.1
BellSouth Branding, Unbranding and Custom Branding are also available for DA, OCP or both via OLNS software. When utilizing this method of Unbranding or Custom Branding, WinSonic shall not be required to purchase dedicated trunking.
 
9.4.2
BellSouth Branding is the default branding offering.
 
9.4.3
For BellSouth to provide Unbranding or Custom Branding via OLNS software for OCP or for DA, WinSonic must have its OCN(s) and telephone numbers reside in BellSouth’s Line Information Database (LIDB). To implement Unbranding and Custom Branding via OLNS software, WinSonic must submit a manual order form which requires, among other things, WinSonic’s OCN and a forecast, pursuant to the appropriate BellSouth form provided, for the traffic volume anticipated for each BellSouth Traffic Operator Position System (TOPS) during the peak busy hour. WinSonic shall provide updates to such forecast on a quarterly basis and at any time such forecasted traffic volumes are expected to change significantly. Upon WinSonic’s purchase of Unbranding or Custom Branding using OLNS software for any particular TOPS, all WinSonic customers served by that TOPS will receive the Unbranded “no announcement” or the Custom Branded announcement.
 
10.
LIDB
 
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10.1
BellSouth LIDB stores current information on working telephone numbers and billing account numbers.
 
10.2
Where WinSonic is purchasing Resale services BellSouth shall utilize BellSouth’s service order generated from WinSonic LSR’s to populate LIDB with WinSonic’s customer information. BellSouth provides access to information in its LIDB, including WinSonic customer information, to its LIDB customers via queries to LIDB.
 
10.2.1
When necessary for fraud control measures, BellSouth may perform additions, updates and deletions of WinSonic data to the LIDB (e.g., calling card deactivation).
 
10.2.2
WinSonic will not be charged a fee for LIDB storage services provided by BellSouth to WinSonic pursuant to this Attachment.
 
10.3
Responsibilities of the Parties
 
10.3.1
BellSouth will administer the data provided by WinSonic pursuant to this Agreement in the same manner as BellSouth administers its own data.
 
10.3.2
WinSonic is responsible for completeness and accuracy of the data being provided to BellSouth.
 
10.3.3
BellSouth shall not be responsible to WinSonic for any lost revenue which may result from BellSouth’s administration of the LIDB pursuant to its established practices and procedures as they exist and as they may be changed by BellSouth in its sole discretion from time to time.
 
11.
Revenue Accounting Office (RAO) Hosting
 
11.2
RAO Hosting is not required for resale in the BellSouth region.
 
12.
Optional Daily Usage File (ODUF)
 
12.1
The ODUF Agreement with terms and conditions is included in this Attachment as Exhibit B. Rates for ODUF are as set forth in Exhibit D.
 
12.2
BellSouth will provide ODUF service upon written request.
 
13.
Enhanced Optional Daily Usage File (EODUF)
 
13.1
The EODUF service Agreement with terms and conditions is included in this Attachment as Exhibit C. Rates for EODUF are as set forth in Exhibit D.
 
13.2
BellSouth will provide EODUF service upon written request.
 
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Exhibit A
EXCLUSIONS AND LIMITATIONS ON SERVICES AVAILABLE FOR RESALE (Note 4)

Type of Service
AL
FL
GA
KY
LA
MS
NC
SC
TN
Resale
Discount
Resale
Discount
Resale
Discount
Resale
Discount
Resale
Discount
Resale
Discount
Resale
Discount
Resale
Discount
Resale
Discount
                                       
1
Grandfathered
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
 
Services (Note 1)
                                   
2
Promotions - > 90
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
 
Days(Note 2 &3)
                                   
3
Promotions - < 90
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
 
Days (Note 2 & 3)
                                   
4
Lifeline/Link Up Services
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
5
911/E911 Services
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
No
No
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
6
N11 Services
Yes
Yes
Yes
Yes
Yes
Yes
No
No
No
No
Yes
Yes
Yes
Yes
No
No
Yes
Yes
 
(Note 1)
                                   
7
MemoryCall®Service
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
8
Mobile Services
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
9
Federal Subscriber
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
 
Line Charges
                                   
10
Nonrecurring Charges
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
No
11
EUCL Charge
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
12
Public Telephone Access Svc(PTAS)
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
No
Yes
Yes
13
Inside Wire Maint
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
Yes
No
 
Service Plan
                                   

1.
Grandfathered services can be resold only to existing subscribers of the grandfathered service.
 
2.
Where available for resale, promotions will be made available only to customers who would have qualified for the promotion had it been provided by BellSouth directly. Promotions shall be available only for the term set forth in the applicable tariff.
 
3.
Promotions shall be available only for the term set forth in the applicable tariff.
 
4.
Some of BellSouth's local exchange and toll Telecommunications Services are not available in certain central offices and areas.
 
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Exhibit B
 
 
Optional Daily Usage File
 
1.
Upon written request from WinSonic, BellSouth will provide the ODUF service to WinSonic pursuant to the terms and conditions set forth in this section.
 
2.
WinSonic shall furnish all relevant information required by BellSouth for the provision of the ODUF.
 
3.
The ODUF feed provides WinSonic messages that were carried over the BellSouth network and processed by BellSouth for WinSonic.
 
4.
Charges for ODUF will appear on WinSonic’s monthly bills for the previous month’s usage in arrears. The charges are as set forth in Exhibit D.
 
5.
The ODUF feed will contain both rated and unrated messages. All messages will be in the standard Alliance for Telecommunications Industry Solutions (ATIS) Exchange Message Interface (EMI) record format.
 
6.
ODUF Specifications
 
6.1
ODUF Message to be Transmitted
 
6.1.1
The following messages recorded by BellSouth will be transmitted to WinSonic:
 
6.1.1.1
Message recording for per use/per activation type services (examples: Three Way Calling, Verify, Interrupt, Call Return, etc.);
 
6.1.1.2
Measured local calls;
 
6.1.1.3
Directory Assistance messages;
 
6.1.1.4
IntraLATA Toll;
 
6.1.1.5
WATS and 800 Service;
 
6.1.1.6
N11;
 
6.1.1.7
Information Service Provider Messages;
 
6.1.1.8
OS Messages;
 
6.1.1.9
OS Message Attempted Calls;
 
6.1.1.10
Credit/Cancel Records; and
 
6.1.1.11
Usage for Voice Mail Message Service.
 
6.1.2
Rated Incollects (messages BellSouth receives from other revenue accounting offices) appear on ODUF. Rated Incollects will be intermingled with BellSouth recorded rated and unrated usage. Rated Incollects will not be packed separately.
 
6.1.3
BellSouth will perform duplicate record checks on records processed to ODUF. Any duplicate messages detected will be deleted and not sent to WinSonic.
 
6.1.4
In the event that WinSonic detects a duplicate on ODUF they receive from BellSouth, WinSonic will drop the duplicate message and will not return the duplicate to BellSouth.
 
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Exhibit B
 
6.2
ODUF Physical File Characteristics
 
6.2.1
ODUF will be distributed to WinSonic via Secure File Transfer Protocol (FTP). The ODUF feed will be a variable block format. The data on the ODUF feed will be in a non-compacted EMI format (one hundred seventy-five (175) byte format plus modules). It will be created on a daily basis Monday through Friday except holidays. Details such as dataset name and delivery schedule will be addressed during negotiations of the distribution medium. There will be a maximum of one (1) dataset per workday per OCN. If BellSouth determines the Secure FTP
 
 
Mailbox is nearing capacity levels, BellSouth may move the customer to CONNECT:Direct file delivery.
 
6.2.2
If the customer is moved, CONNECT:Direct data circuits (private line or dial-up) will be required between BellSouth and WinSonic for the purpose of data transmission. Where a dedicated line is required, WinSonic will be responsible for ordering the circuit, overseeing its installation and coordinating the installation with BellSouth. WinSonic will also be responsible for any charges associated with this line. Equipment required on the BellSouth end to attach the line to the mainframe computer and to transmit messages successfully on an ongoing basis will be negotiated on an individual case basis. Any costs incurred for such equipment will be WinSonic’s responsibility. Where a dial-up facility is required, dial circuits will be installed in the BellSouth data center by BellSouth and the associated charges assessed to WinSonic. Additionally, all message toll charges associated with the use of the dial circuit by WinSonic will be the responsibility of WinSonic. Associated equipment on the BellSouth end, including a modem, will be negotiated on an individual case basis between the Parties. All equipment, including modems and software, that is required on WinSonic’s end for the purpose of data transmission will be the responsibility of WinSonic.
 
6.2.3
If WinSonic utilizes FTP for data file transmission, purchase of the FTP software will be the responsibility of WinSonic.
 
6.3
ODUF Packing Specifications
 
6.3.1
The data will be packed using ATIS EMI records. A pack will contain a minimum of one (1) message record or a maximum of ninety-nine thousand nine hundred and ninety-nine (99,999) message records plus a pack header record and a pack trailer record. One transmission can contain a maximum of ninety-nine (99) packs and a minimum of one (1) pack.
 
6.3.2
The OCN, From RAO, and Invoice Number will control the invoice sequencing. The From RAO will be used to identify to WinSonic which BellSouth RAO is sending the message. BellSouth and WinSonic will use the invoice sequencing to control data exchange. BellSouth will be notified of sequence failures identified by WinSonic and resend the data as appropriate.
 
6.4
ODUF Pack Rejection
 
6.4.1
WinSonic will notify BellSouth within one (1) business day of rejected packs (via the mutually agreed medium). Packs could be rejected because of pack sequencing discrepancies or a critical edit failure on the Pack Header or Pack
 
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Exhibit B
 
 
Trailer records (e.g., out-of-balance condition on grand totals, invalid data populated). Standard ATIS EMI error codes will be used. WinSonic will not be required to return the actual rejected data to BellSouth. Rejected packs will be corrected and retransmitted to WinSonic by BellSouth.
 
6.5
ODUF Control Data
 
6.5.1
WinSonic will send one confirmation record per pack that is received from BellSouth. This confirmation record will indicate WinSonic’s receipt of the pack and the acceptance or rejection of the pack. Pack Status Code(s) will be populated using standard ATIS EMI error codes for packs that were rejected by WinSonic for reasons stated in the above section.
 
6.6
ODUF Testing
 
6.6.1
Upon request from WinSonic, BellSouth shall send ODUF test files to WinSonic. The Parties agree to review and discuss the ODUF file content and/or format. For testing of usage results, BellSouth shall request that WinSonic set up a production (live) file. The live test may consist of WinSonic’s employees making test calls for the types of services WinSonic requests on ODUF. These test calls are logged by WinSonic, and the logs are provided to BellSouth. These logs will be used to verify the files. Testing will be completed within thirty (30) days from the date on which the initial test file was sent.
 
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Exhibit C
 
Enhanced Optional Daily Usage File 
 
1. 
Upon written request from WinSonic, BellSouth will provide the EODUF service to WinSonic pursuant to the terms and conditions set forth in this section. EODUF will only be sent to existing ODUF subscribers who request the EODUF option.
 
2. 
WinSonic shall furnish all relevant information required by BellSouth for the provision of the EODUF.
 
3. 
The EODUF will provide usage data for local calls originating from resold Flat Rate Business and Residential Lines.
 
4. 
Charges for EODUF will appear on WinSonic’s monthly bills for the previous month’s usage in arrears. The charges are as set forth in Exhibit D.
 
5. 
All messages will be in the standard ATIS EMI record format.
 
6. 
Messages that error in the billing system of WinSonic will be the responsibility of WinSonic. If, however, WinSonic should encounter significant volumes of errored messages that prevent processing by WinSonic within its systems, BellSouth will work with WinSonic to determine the source of the errors and the appropriate resolution.
 
7. 
EODUF Specifications 
 
7.1
EODUF Usage To Be Transmitted
 
7.1.1
The following messages recorded by BellSouth will be transmitted to WinSonic:
 
7.1.1.1
Customer usage data for flat rated local calls originating from WinSonic’s customer lines (1FB or 1FR). The EODUF record for flat rate messages will include:
 
7.1.1.1.1
Date of Call
 
7.1.1.1.2
From Number
 
7.1.1.1.3
To Number
 
7.1.1.1.4
Connect Time
 
7.1.1.1.5
Conversation Time
 
7.1.1.1.6
Method of Recording
 
7.1.1.1.7
From RAO
 
7.1.1.1.8
Rate Class
 
7.1.1.1.9
Message Type
 
7.1.1.1.10
Billing Indicators
 
7.1.1.1.11
Bill to Number
 
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Exhibit C
 
7.1.2
BellSouth will perform duplicate record checks on EODUF records processed to ODUF. Any duplicate messages detected will be deleted and not sent to WinSonic.
 
7.1.3
In the event that WinSonic detects a duplicate on EODUF they receive from BellSouth, WinSonic will drop the duplicate message and will not return the duplicate to BellSouth.
 
7.2
EODUF Physical File Characteristics
 
7.2.1
EODUF feed will be distributed to WinSonic via FTP. The EODUF messages will be intermingled among WinSonic’s ODUF messages. The EODUF will be a variable block format. The data on the EODUF will be in a non-compacted EMI format (one hundred seventy-five (175) byte format plus modules). It will be created on a daily basis Monday through Friday except holiday. If BellSouth determines the Secure FTP mailbox is nearing capacity levels, BellSouth may move the customer to CONNECT:Direct file delivery.
 
7.2.2
Data circuits (private line or dial-up) may be required between BellSouth and WinSonic for the purpose of data transmission. Where a dedicated line is required, WinSonic will be responsible for ordering the circuit, overseeing its installation and coordinating the installation with BellSouth. WinSonic will also be responsible for any charges associated with this line. Equipment required on the BellSouth end to attach the line to the mainframe computer and to transmit successfully ongoing will be negotiated on an individual case basis. Where a dial- up facility is required, dial circuits will be installed in the BellSouth data center by BellSouth and the associated charges assessed to WinSonic. Additionally, all message toll charges associated with the use of the dial circuit by WinSonic will be the responsibility of WinSonic. Associated equipment on the BellSouth end, including a modem, will be negotiated on an individual case basis between the Parties. All equipment, including modems and software, that is required on WinSonic’s end for the purpose of data transmission will be the responsibility of WinSonic.
 
7.2.3
If WinSonic utilizes FTP for data file transmission, purchase of the FTP software will be the responsibility of WinSonic.
 
7.3
EODUF Packing Specifications
 
7.3.1
The data will be packed using ATIS EMI records. A pack will contain a minimum of one (1) message record or a maximum of ninety-nine thousand nine hundred and ninety-nine (99,999) message records plus a pack header record and a pack trailer record. One transmission can contain a maximum of ninety-nine (99) packs and a minimum of one (1) pack.
 
7.3.2
The OCN, From RAO, and Invoice Number will control the invoice sequencing. The From RAO will be used to identify to WinSonic which BellSouth RAO is sending the message. BellSouth and WinSonic will use the invoice sequencing to control data exchange. BellSouth will be notified of sequence failures identified by WinSonic and resend the data as appropriate.
 
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Attachment 1
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Exhibit C
 
 
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RESALE DISCOUNTS & RATES - Georgia
Attachment: 1 Exh D
   
               
Svc Order
Svc Order
Incremental
Incremental
Incremental
Incremental
               
Submitted
Submitted
Charge -
Charge -
Charge -
Charge -
CATEGORY
RATE ELEMENTS
Interi m
Zone
BCS
USOC
 
RATES($)
Elec per LSR
Manually per LSR
Manual Svc Order vs.
Manual Svc Order vs.
Manual Svc Order vs.
Manual Svc Order vs.
                   
Electronic-
Electronic-
Electronic-
Electronic-
                   
1st
Add'l
Disc 1st
Disc Add'l
             
Rec
Nonrecurring
Nonrecurring Disconnect
OSS Rates($)
             
First
Add'l
First
Add'l
SOMEC
SOMAN
SOMAN
SOMAN
SOMAN
SOMAN
                                   
APPLICABLE DISCOUNTS
                             
   
Residence %
       
20.30
                   
   
Business %
       
17.30
                   
   
CSAs %
       
17.30
                   
OPERATIONS SUPPORT SYSTEMS (OSS) - "REGIONAL RATES"
                             
 
NOTE: (1) CLEC should contact its contract negotiator if it prefers the "state specific" OSS charges as ordered by the State Commissions. The OSS charges currently contained in this rate exhibit are the BellSouth "regional" service ordering charges. CLEC may
 
elect either the state specific Commission ordered rates for the service ordering charges, or CLEC may elect the regional service ordering charge, however, CLEC can not obtain a mixture of the two regardless if CLEC has a interconnection contract established in
   
OSS - Electronic Service Order Charge, Per Local Service
                             
   
Request (LSR) - Resale Only
     
SOMEC
 
3.50
0.00
3.50
0.00
           
   
OSS - Manual Service Order Charge, Per Local Service Request
                             
   
(LSR) - Resale Only
     
SOMAN
 
19.99
0.00
19.99
0.00
           
ODUF/EODUF SERVICES
                             
 
OPTIONAL DAILY USAGE FILE
(ODUF)
                             
   
ODUF: Recording, per message
       
0.000007
                   
   
ODUF: Message Processing, per message
       
0.002165
                   
   
ODUF: Message Processing, per Magnetic Tape provisioned
       
36.02
                   
   
ODUF: Data Transmission (CONNECT:DIRECT), per message
       
0.00010888
                   
 
ENHANCED OPTIONAL DAILY USAGE FILE
(EODUF)
                             
   
EODUF: Message Processing, per message
       
0.229077
                   
SELECTIVE CALL ROUTING USING LINE CLASS CODES
(SCR-LCC)
                             
   
Selective Routing Per Unique Line Class Code Per Request Per
                             
   
Switch
         
102.19
61.15
12.68
6.34
           
DIRECTORY ASSISTANCE CUSTOM BRANDING ANNOUNCEMENT via OLNS SOFTWARE
                         
   
Recording of DA Custom Branded Announcement
         
3,000.00
3,000.00
               
   
Loading of DA Custom Branded Anouncement per Switch per
                             
   
OCN
         
1,170.00
1,170.00
               
DIRECTORY ASSISTANCE UNBRANDING via OLNS SOFTWARE
                             
   
Loading of DA per OCN (1 OCN per Order)
         
420.00
420.00
               
   
Loading of DA per Switch per OCN
         
16.00
16.00
               
OPERATOR ASSISTANCE CUSTOM BRANDING ANNOUNCEMENT via OLNS SOFTWARE
                         
   
Recording of Custom Branded OA Announcement
         
7,000.00
7,000.00
               
   
Loading of Custom Branded OA Announcement per shelf/NAV
                             
   
per OCN
         
500.00
500.00
               
   
Loading of OA Custom Branded Announcement per Switch per
                             
   
OCN
         
1,170.00
1,170.00
               
OPERATOR ASSISTANCE UNBRANDING via OLNS SOFTWARE
                             
   
Loading of OA per OCN (Regional)
         
1,200.00
1,200.00
               

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Attachment 2
Page 1
Attachment 2
 
Network Elements and Other Services
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Attachment 2
Page 2
TABLE OF CONTENTS

1
Introduction
3
2
Loops
8
3
Line Splitting
28
4
Unbundled Network Element Combinations
30
5
Dedicated Transport and Dark Fiber Transport
32
6
Automatic Location Identification/Data Management System (ALI/DMS)
39
7
White Pages Listings
43
Rates
Exhibit A
Rates
Exhibit B

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ACCESS TO NETWORK ELEMENTS AND OTHER SERVICES
 
1
Introduction
 
1.1
This Attachment sets forth rates, terms and conditions for unbundled network elements (Network Elements) and combinations of Network Elements (Combinations) that BellSouth offers to WinSonic for WinSonic’s provision of Telecommunications Services in accordance with its obligations under Section 251(c)(3) of the Act. Additionally, this Attachment sets forth the rates, terms and conditions for other facilities and services BellSouth makes available to WinSonic (Other Services). Additionally, the provision of a particular Network Element or Other Service may require WinSonic to purchase other Network Elements or services. In the event of a conflict between this Attachment and any other section or provision of this Agreement, the provisions of this Attachment shall control.
 
1.1.1
The state specific provisions set forth in Exhibits 1 through 3, attached hereto, shall apply to services provided in each respective state. To the extent that any provision set forth in Exhibits 1 through 3 conflicts with any other provision set forth in this Agreement, the provision contained in the Exhibit shall control in the applicable state.
 
1.2
The rates for each Network Element, Combinations and Other Services are set forth in Exhibits A and B. If no rate is identified in this Agreement, the rate will be as set forth in the applicable BellSouth tariff or as negotiated by the Parties upon request by either Party. If WinSonic purchases service(s) from a tariff, all terms and conditions and rates as set forth in such tariff shall apply. A one-month minimum billing period shall apply to all Network Elements, Combinations and Other Services.
 
1.3
WinSonic may purchase and use Network Elements and Other Services from BellSouth in accordance with 47 C.F.R § 51.309.
 
1.4
The Parties shall comply with the requirements as set forth in the technical references within this Attachment 2.
 
1.5
WinSonic shall not obtain a Network Element for the exclusive provision of mobile wireless services or interexchange services.
 
1.6
Conversion of Wholesale Services to Network Elements or Network Elements to Wholesale Services. Upon request, BellSouth shall convert a wholesale service, or group of wholesale services, to the equivalent Network Element or Combination that is available to WinSonic pursuant to Section 251 of the Act and under this Agreement or convert a Network Element or Combination that is available to WinSonic pursuant to Section 251 of the Act and under this Agreement to an equivalent wholesale service or group of wholesale services offered by BellSouth
 
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(collectively “Conversion”). BellSouth shall charge the applicable nonrecurring switch-as-is rates for Conversions to specific Network Elements or Combinations found in Exhibit A. BellSouth shall also charge the same nonrecurring switch-as-is rates when converting from Network Elements or Combinations. Any rate change resulting from the Conversion will be effective as of the next billing cycle following BellSouth’s receipt of a complete and accurate Conversion request from WinSonic. A Conversion shall be considered termination for purposes of any volume and/or term commitments and/or grandfathered status between WinSonic and BellSouth. Any change from a wholesale service/group of wholesale services to a Network Element/Combination, or from a Network Element/Combination to a wholesale service/group of wholesale services, that requires a physical rearrangement will not be considered to be a Conversion for purposes of this Agreement. BellSouth will not require physical rearrangements if the Conversion can be completed through record changes only. Orders for Conversions will be handled in accordance with the guidelines set forth in the Ordering Guidelines and Processes and CLEC Information Packages as referenced in Sections 1.13.1 and 1.13.2 below.
 
1.7
Except to the extent expressly provided otherwise in this Attachment, WinSonic may not maintain unbundled network elements or combinations of unbundled network elements, that are no longer offered pursuant to this Agreement (collectively “Arrangements”). In the event BellSouth determines that WinSonic has in place any Arrangements after the Effective Date of this Agreement, BellSouth will provide WinSonic with thirty (30) days written notice to disconnect or convert such Arrangements. If WinSonic fails to submit orders to disconnect or convert such Arrangements within such thirty (30) day period, BellSouth will transition such circuits to the equivalent tariffed BellSouth service(s). Those circuits identified and transitioned by BellSouth pursuant to this Section 1.7 shall be subject to all applicable disconnect charges as set forth in this Agreement and the full nonrecurring charges for installation of the equivalent tariffed BellSouth service as set forth in BellSouth’s tariffs. The applicable recurring tariff charge shall apply to each circuit as of the Effective Date of this Agreement.
 
1.8
The Parties agree that for purposes of this Agreement, the list attached hereto as Exhibit C designates those wire centers that, as of March 10, 2005, meet the FCC’s established criteria for non-impairment and constitutes BellSouth’s list of non-impaired wire centers where certain high capacity (DS1 and above) Loops and high capacity Dedicated Transport are no longer available as Network Elements.
 
 
This list of non-impaired wire centers shall be subject to modification and/or the addition of wire centers without amendment provided the changes are compliant with the FCC’s non-impairment criteria. Notification of such modification and/or addition of wire centers shall be via BellSouth’s Web site. Upon the Effective Date of this Agreement, WinSonic will not place any new orders for high capacity Dedicated Transport or high capacity Loops in those wire centers listed in Exhibit
 
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C as modified from time to time as provided for above. In all other wire centers, prior to submitting an order pursuant to this Agreement for high capacity Dedicated Transport or high capacity Loops, WinSonic shall undertake a reasonably diligent inquiry to determine whether WinSonic is entitled to unbundled access to such Network Elements in accordance with the terms of this Agreement. By submitting any such order, WinSonic self-certifies that to the best of WinSonic’s knowledge, the high capacity Dedicated Transport or high capacity Loop requested is available as a Network Element pursuant to this Agreement. Upon receiving such order, BellSouth shall process the request in reliance upon WinSonic’s self-certification. To the extent BellSouth believes that such request does not comply with the terms of this Agreement, BellSouth shall seek dispute resolution in accordance with the General Terms and Conditions of this Agreement. In the event such dispute is resolved in BellSouth’s favor, BellSouth shall bill WinSonic the difference between the rates for such circuits pursuant to this Agreement and the applicable nonrecurring and recurring charges for the equivalent tariffed service from the date of installation to the date the circuit is transitioned to the equivalent tariffed service. Within thirty (30) days following a decision finding in BellSouth’s favor, WinSonic shall submit a spreadsheet identifying those non-compliant circuits to be transitioned to tariffed services or disconnected.
 
1.8.1
In the event that (1) BellSouth designated a wire center as non-impaired as set forth in Exhibit C or as set forth in a subsequent notification via BellSouth’s Web site, (2) as a result of such designation, WinSonic converted high capacity Dedicated Transport or high capacity Loops to other services or ordered new services as services other than high capacity Dedicated Transport or high capacity Loop UNEs subsequent to March 10, 2005, (3) WinSonic otherwise would have been entitled to high capacity Dedicated Transport or high capacity Loops in such wire center at the time such alternative services were provisioned, and (4) BellSouth acknowledges, or a state or federal regulatory body with authority determines, that, at the time BellSouth designated such wire center as non- impaired, such wire center did not meet the FCC’s non-impairment criteria, then upon request of WinSonic consistent with the applicable ordering processes as reflected in the Guides located on BellSouth’s Web site no later than sixty (60) days after BellSouth acknowledges or the state or federal regulatory body issues an order making such a finding, BellSouth shall transition to high capacity Dedicated Transport or high capacity Loops, as appropriate, any alternative services in such wire center that were established after such wire center was designated as non-impaired. In such instances, BellSouth shall refund to WinSonic the difference between the rate paid by WinSonic for such services and the applicable rates set forth herein for high capacity Dedicated Transport or high capacity Loops, including but not limited to any charges associated with the Conversion (as defined in Section 1.6 above ) from high capacity Dedicated Transport or high capacity Loops to other wholesale services, if applicable, for the
 
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period from the later of June 1, 2005, or the date the circuit became a wholesale service to the date the circuit is transitioned to high capacity Dedicated Transport or high capacity Loop as described in this Section. Similarly, in the event that WinSonic has placed orders for high capacity Dedicated Transport or high capacity Loops on or after March 11, 2005, and WinSonic acknowledges, or a state or federal regulatory body with authority determines, that the wire center(s) in or between which such high capacity Dedicated Transport or high capacity Loops were ordered are non-impaired with respect to such high capacity Dedicated Transport or high capacity Loops, then no later than sixty (60) days after such acknowledgement or finding, WinSonic shall transition such high capacity Dedicated Transport or high capacity Loops to alternative wholesale services. In such instances, CLEC-1 shall compensate Bellsouth for the difference between the recurring and non-recurring rates paid by WinSonic for the high capacity Dedicated Transport or high capacity Loops and the applicable BellSouth tariff rate to which WinSonic would have been entitled if WinSonic had purchased such circuits from BellSouth’s tariffs, including but not limited to any charges associated with converting such high capacity Dedicated Transport or high capacity Loops to wholesale services.
 
1.9
WinSonic may utilize Network Elements and Other Services to provide services in accordance with this Agreement, as long as such services are consistent with industry standards and applicable BellSouth Technical References.
 
1.10
BellSouth will perform Routine Network Modifications (RNM) in accordance with FCC 47 C.F.R. § 51.319 (a)(7) and (e)(4) for Loops and Dedicated Transport provided under this Attachment. If BellSouth has anticipated such RNM and performs them during normal operations and has recovered the costs for performing such modifications through the rates set forth in Exhibit A, then BellSouth shall perform such RNM at no additional charge. RNM shall be performed within the intervals established for the Network Element and subject to the performance measurements and associated remedies set forth in Attachment 9 to the extent such RNM were anticipated in the setting of such intervals. If BellSouth has not anticipated a requested network modification as being a RNM and has not recovered the costs of such RNM in the rates set forth in Exhibit A, then such request will be handled as a project on an individual case basis.
 
 
BellSouth will provide a price quote for the request and, upon receipt of payment from WinSonic, BellSouth shall perform the RNM.
 
1.11
Commingling of Services
 
1.11.1
Commingling means the connecting, attaching, or otherwise linking of a Network Element, or a Combination, to one or more Telecommunications Services or facilities that WinSonic has obtained at wholesale from BellSouth, or the combining of a Network Element or Combination with one or more such
 
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wholesale Telecommunications Services or facilities. WinSonic must comply with all rates, terms or conditions applicable to such wholesale Telecommunications Services or facilities.
 
1.11.2
Subject to the limitations set forth elsewhere in this Attachment, BellSouth shall not deny access to a Network Element or a Combination on the grounds that one or more of the elements: (1) is connected to, attached to, linked to, or combined with such a facility or service obtained from BellSouth; or (2) shares part of BellSouth’s network with access services or inputs for mobile wireless services and/or interexchange services.
 
1.11.3
Unless otherwise agreed to by the Parties, the Network Element portion of a commingled circuit will be billed at the rates set forth in this Agreement and the remainder of the circuit or service will be billed in accordance with BellSouth’s tariffed rates or rates set forth in a separate agreement between the Parties.
 
1.11.4
When multiplexing equipment is attached to a commingled circuit, the multiplexing equipment will be billed from the same agreement or tariff as the higher bandwidth circuit. Central Office Channel Interfaces (COCI) will be billed from the same agreement or tariff as the lower bandwidth circuit.
 
1.11.5
Notwithstanding any other provision of this Agreement, BellSouth shall not be obligated to commingle or combine Network Elements or Combinations with any service, network element or other offering that it is obligated to make available only pursuant to Section 271 of the Act.
 
1.12
Terms and conditions for order cancellation charges and Service Date Advancement Charges will apply in accordance with Attachment 6 and are incorporated herein by this reference. The charges shall be as set forth in Exhibit A.
 
1.13
Ordering Guidelines and Processes
 
1.13.1
For information regarding Ordering Guidelines and Processes for various Network Elements, Combinations and Other Services, WinSonic should refer to the “Guides” section of the BellSouth Interconnection Web site.
 
1.13.2
Additional information may also be found in the individual CLEC Information Packages, located at the “CLEC UNE Products” on BellSouth’s Interconnection Web site.
 
1.13.3
The provisioning of Network Elements, Combinations and Other Services to WinSonic’s Collocation Space will require cross-connections within the central office to connect the Network Element, Combinations or Other Services to the demarcation point associated with WinSonic’s Collocation Space. These cross-
 
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connects are separate components that are not considered a part of the Network Element, Combinations or Other Services and, thus, have a separate charge pursuant to Attachment 4.
 
1.13.4
Testing/Trouble Reporting
 
1.13.4.1
WinSonic will be responsible for testing and isolating troubles on Network Elements. WinSonic must test and isolate trouble to the BellSouth network before reporting the trouble to the UNE Customer Wholesale Interconnection Network Services (CWINS) Center. Upon request from BellSouth at the time of the trouble report, WinSonic will be required to provide the results of the WinSonic test which indicate a problem on the BellSouth network.
 
1.13.4.2
Once WinSonic has isolated a trouble to the BellSouth network, and has issued a trouble report to BellSouth, BellSouth will take the actions necessary to repair the Network Element when trouble is found. BellSouth will repair its network facilities to its wholesale customers in the same time frames that BellSouth repairs similar services to its retail customers.
 
1.13.4.3
If WinSonic reports a trouble on a BellSouth Network Element and no trouble is found in BellSouth’s network, BellSouth will charge WinSonic a Maintenance of Service Charge for any dispatching and testing (both inside and outside the CO) required by BellSouth in order to confirm the Network Element’s working status.
 
 
BellSouth will assess the applicable Maintenance of Service rates from BellSouth’s FCC No.1 Tariff, Section 13.3.1.
 
1.13.4.4
In the event BellSouth must dispatch to the customer’s location more than once due to incorrect or incomplete information provided by WinSonic (e.g., incomplete address, incorrect contact name/number, etc.), BellSouth will bill WinSonic for each additional dispatch required to repair the Network Element due to the incorrect/incomplete information provided. BellSouth will assess the applicable Maintenance of Service rates from BellSouth’s FCC No.1 Tariff, Section 13.3.1.
 
2
Loops
 
2.1
General. The local loop Network Element is defined as a transmission facility that BellSouth provides pursuant to this Attachment between a distribution frame (or its equivalent) in BellSouth’s central office and the loop demarcation point at an customer premises (Loop). Facilities that do not terminate at a demarcation point at a customer premises, including, by way of example, but not limited to, facilities that terminate to another carrier’s switch or premises, a cell site, Mobile Switching Center or base station, do not constitute local Loops. The Loop Network Element includes all features, functions, and capabilities of the transmission facilities, including the network interface device, and attached electronics (except those used for the provision of advanced services, such as Digital Subscriber Line Access
 
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Multiplexers (DSLAMs)), optronics and intermediate devices (including repeaters and load coils) used to establish the transmission path to the customer’s premises, including inside wire owned or controlled by BellSouth. WinSonic shall purchase the entire bandwidth of the Loop and, except as required herein or as otherwise agreed to by the Parties, BellSouth shall not subdivide the frequency of the Loop.
 
2.1.1
The Loop does not include any packet switched features, functions or capabilities.
 
2.1.2
Fiber to the Home (FTTH) loops are local loops consisting entirely of fiber optic cable, whether dark or lit, serving a customer’s premises or, in the case of predominantly residential multiple dwelling units (MDUs), a fiber optic cable, whether dark or lit, that extends to the MDU minimum point of entry (MPOE).
 
 
Fiber to the Curb (FTTC) loops are local loops consisting of fiber optic cable connecting to a copper distribution plant that is not more than five hundred (500) feet from the customer’s premises or, in the case of predominantly residential MDUs, not more than five hundred (500) feet from the MDU’s MPOE. The fiber optic cable in a FTTC loop must connect to a copper distribution plant at a serving area interface from which every other copper distribution subloop also is not more than five hundred (500) feet from the respective customer’s premises.
 
2.1.2.1
In new build (Greenfield) areas, where BellSouth has only deployed FTTH/FTTC facilities, BellSouth is under no obligation to provide Loops. FTTH facilities include fiber loops deployed to the MPOE of a MDU that is predominantly residential regardless of the ownership of the inside wiring from the MPOE to each customer in the MDU.
 
2.1.2.2
In FTTH/FTTC overbuild situations where BellSouth also has copper Loops, BellSouth will make those copper Loops available to WinSonic on an unbundled basis, until such time as BellSouth chooses to retire those copper Loops using the FCC’s network disclosure requirements. In these cases, BellSouth will offer a sixty-four (64) kilobits per second (kbps) second voice grade channel over its FTTH/FTTC facilities.
 
2.1.2.3
Furthermore, in FTTH/FTTC overbuild areas where BellSouth has not yet retired copper facilities, BellSouth is not obligated to ensure that such copper Loops in that area are capable of transmitting signals prior to receiving a request for access to such Loops by WinSonic. If a request is received by BellSouth for a copper Loop, and the copper facilities have not yet been retired, BellSouth will restore the copper Loop to serviceable condition if technically feasible. In these instances of Loop orders in an FTTH/FTTC overbuild area, BellSouth’s standard Loop provisioning interval will not apply, and the order will be handled on a project basis by which the Parties will negotiate the applicable provisioning interval
 
2.1.3
A hybrid Loop is a local Loop, composed of both fiber optic cable, usually in the feeder plant, and copper twisted wire or cable, usually in the distribution plant.
 
 
BellSouth shall provide WinSonic with nondiscriminatory access to the time
 
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division multiplexing features, functions and capabilities of such hybrid Loop, on an unbundled basis to establish a complete transmission path between BellSouth’s central office and a customer’s premises.
 
2.1.4
DS1 and DS3 Loop Requirements
 
2.1.4.1
For purposes of this Section 2, a Business Line is defined in 47 C.F.R. § 51.5.
 
2.1.4.2
Notwithstanding anything to the contrary in this Agreement, and except as set forth in Section 2.1.4.12 below, BellSouth shall make available DS1 and DS3 Loops as described in this Section 2.1.4 except as described below:
 
2.1.4.2.1
DS1 Loops at any location within the service area of a wire center containing sixty thousand (60,000) or more Business Lines and four (4) or more fiber-based collocators.
 
2.1.4.2.2
DS3 Loops at any location within the service area of a wire center containing thirty-eight thousand (38,000) or more Business Lines and four (4) or more fiber- based collocators.
 
2.1.4.3
A list of wire centers meeting the criteria set forth in Sections 2.1.4.2.1 and 2.1.4.2.2 above as of March 10, 2005 (Initial Wire Center List), is as set forth in Exhibit C or as set forth in a subsequent notification via BellSouth’s Web site.
 
2.1.4.4
Once a wire center exceeds both of the thresholds set forth in Section 2.1.4.2.1 above, no future DS1 Loop unbundling will be required in that wire center.
 
2.1.4.5
Once a wire center exceeds both of the thresholds set forth in Section 2.1.4.2.2 above, no future DS3 Loop unbundling will be required in that wire center.
 
2.1.4.6
Modifications and Updates to the Wire Center List and Subsequent Transition Periods
 
2.1.4.6.1
In the event BellSouth identifies additional wire centers that meet the criteria set forth in Section 2.1.4.2 above but that were not included in the Initial Wire Center List, BellSouth shall include such additional wire centers in a carrier notification letter (CNL). Each such list of additional wire centers shall be considered a “Subsequent Wire Center List”.
 
2.1.4.6.2
Effective ten (10) business days after the date of a BellSouth CNL providing a Subsequent Wire Center List, BellSouth shall not be required to unbundle DS1 and/or DS3 Loops, as applicable, in such additional wire center(s).
 
2.1.4.6.3
For purposes of Section 2.1.4.6 above, BellSouth shall make available DS1 and DS3 Loops that were in service for WinSonic in a wire center on the Subsequent Wire Center List as of the tenth (10th ) business day after the date of BellSouth’s
 
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CNL identifying the Subsequent Wire Center List (Subsequent Embedded Base) until ninety (90) days after the tenth (10th) business day from the date of BellSouth's CNL identifying the Subsequent Wire Center List (Subsequent Transition Period).
 
2.1.4.6.4
Subsequent disconnects or loss of customers shall be removed from the Subsequent Embedded Base.
 
2.1.4.6.5
The rates set forth in Exhibit B shall apply to the Subsequent Embedded Base during the Subsequent Transition Period.
 
2.1.4.6.6
No later than forty (40) days from BellSouth's CNL identifying the Subsequent Wire Center List, WinSonic shall submit a spreadsheet(s) identifying the Subsequent Embedded Base of circuits to be disconnected or converted to other BellSouth services. The Parties shall negotiate a project schedule for the Conversion of the Subsequent Embedded Base.
 
 
If WinSonic fails to submit the spreadsheet(s) specified in Section 2.1.4.6.6 above for all of its Subsequent Embedded Base within forty (40) days after the date of BellSouth’s CNL identifying the Subsequent Wire Center List, BellSouth will identify WinSonic's remaining Subsequent Embedded Base, if any, and will transition such circuits to the equivalent tariffed BellSouth service(s). Those circuits identified and transitioned by BellSouth shall be subject to the applicable disconnect charges as set forth in this Agreement and the full nonrecurring charges for installation of the equivalent tariffed BellSouth service as set forth in BellSouth's tariffs.
 
 
For Subsequent Embedded Base circuits converted pursuant to Section 2.1.4.6.6 above or transitioned pursuant to Section 2.1.4.6.6.1 above, the applicable recurring tariff charges shall apply as of the earlier of the date each circuit is converted or transitioned, as applicable, or the first day after the end of the Subsequent Transition Period.
 
2.1.5
Where facilities are available, BellSouth will install Loops in compliance with BellSouth’s Products and Services Interval Guide available at BellSouth’s Interconnection Web site. For orders of fifteen (15) or more Loops, the installation and any applicable Order Coordination (OC) as described below will be handled on a project basis, and the intervals will be set by the BellSouth project manager for that order. When Loops require a Service Inquiry (SI) prior to issuing the order to determine if facilities are available, the interval for the SI process is separate from the installation interval.
 
2.1.6
The Loop shall be provided to WinSonic in accordance with BellSouth’s TR73600 Unbundled Local Loop Technical Specification and applicable industry standard technical references.
 
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2.1.7
BellSouth will only provision, maintain and repair the Loops to the standards that are consistent with the type of Loop ordered.
 
2.1.7.1
When a BellSouth technician is required to be dispatched to provision the Loop, BellSouth will tag the Loop with the Circuit ID number and the name of the ordering CLEC. When a dispatch is not required to provision the Loop, BellSouth will tag the Loop on the next required visit to the customer’s location. If WinSonic wants to ensure the Loop is tagged during the provisioning process for Loops that may not require a dispatch (e.g., UVL-SL1, UVL-SL2, and UCL-ND), WinSonic may order Loop Tagging. Rates for Loop Tagging are as set forth in Exhibit A.
 
2.1.7.2
For voice grade Loop orders (or orders for Loops intended to provide voice grade services), WinSonic shall have dial-tone available for that Loop forty-eight (48) hours prior to the Loop order completion due date.
 
2.1.8
OC and Order Coordination-Time Specific (OC-TS)
 
2.1.8.1
OC allows BellSouth and WinSonic to coordinate the installation of the SL2 Loops, Unbundled Digital Loops (UDL) and other Loops where OC may be purchased as an option, to WinSonic’s facilities to limit customer service outage.
 
 
OC is available when the Loop is provisioned over an existing circuit that is currently providing service to the customer. OC for physical conversions will be scheduled at BellSouth’s discretion during normal working hours on the committed due date. OC shall be provided in accordance with the chart set forth below.
 
2.1.8.2
OC-TS allows WinSonic to order a specific time for OC to take place. BellSouth will make commercially reasonable efforts to accommodate WinSonic’s specific conversion time request. However, BellSouth reserves the right to negotiate with WinSonic a conversion time based on load and appointment control when necessary. This OC-TS is a chargeable option for all Loops except Unbundled Copper Loops (UCL) and is billed in addition to the OC charge. WinSonic may specify a time between 9:00 a.m. and 4:00 p.m. (location time) Monday through Friday (excluding holidays). If WinSonic specifies a time outside this window, or selects a time or quantity of Loops that requires BellSouth technicians to work outside normal work hours, overtime charges will apply in addition to the OC and OC-TS charges. Overtime charges will be applied based on the amount of overtime worked and in accordance with the rates established in BellSouth’s intrastate Access Services Tariff, Section E13.2, for each state. The OC-TS charges for an order due on the same day at the same location will be applied on a per LSR basis.
 
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Attachment 2
 
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Order
Order Coordination
Test Points
DLR
Charge for Dispatch
 
Coordination
- Time Specific
   
and Testing if No
 
(OC)
(OC-TS)
   
Trouble Found
SL-1
Chargeable
Chargeable Option
Not
Chargeable
Charged for Dispatch
 
Option
 
available
Option -
inside and outside
(Non-
     
ordered as
Central Office
Designed)
     
Engineering
 
       
Information
 
       
Document
 
UCL-ND
Chargeable
Not Available
Not
Chargeable
Charged for Dispatch
 
Option
 
Available
Option -
inside and outside
(Non-
     
ordered as
Central Office
Designed)
     
Engineering
 
       
Information
 
       
Document
 
Unbundled
Included
Chargeable Option
Included
Included
Charged for Dispatch
Voice Loops
       
outside Central Office
- SL-2
         
(including 2-
         
and 4-wire
         
UVL)
         
(Designed)
         
Unbundled
Included
Chargeable Option
Included
Included
Charged for Dispatch
Digital Loop
   
(where
 
outside Central Office
(Designed)
   
appropriate)
   
Unbundled
         
 
Chargeable in
Not available
Included
Included
Charged for Dispatch
Copper Loop
         
 
accordance
     
outside Central Office
(Designed)
         
 
with Section 2
       

For UVL-SL1 and UCLs, WinSonic must order and will be billed for both OC and OC-TS if requesting OC-TS. 
2.1.10
CLEC to CLEC Conversions for Unbundled Loops
 
2.1.10.1
The CLEC to CLEC conversion process for Loops may be used by WinSonic when converting an existing Loop from another CLEC for the same customer.
 
 
The Loop type being converted must be included in WinSonic’s Agreement before requesting a conversion.
 
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2.1.10.2
To utilize the CLEC to CLEC conversion process, the Loop being converted must be the same Loop type with no requested changes to the Loop, must serve the same customer location from the same serving wire center, and must not require an outside dispatch to provision.
 
2.1.10.3
The Loops converted to WinSonic pursuant to the CLEC to CLEC conversion process shall be provisioned in the same manner and with the same functionality and options as described in this Agreement for the specific Loop type.
 
2.1.11
Bulk Migration
 
2.1.11.1
BellSouth will make available to WinSonic a Bulk Migration process pursuant to which WinSonic may request to migrate port/loop combinations, provisioned pursuant to a separate agreement between the parties, to Loops (UNE-L). The Bulk Migration process may be used if such loop/port combinations are (1) associated with two (2) or more Existing Account Telephone Numbers (EATNs); and (2) located in the same Central Office. The terms and conditions for use of the Bulk Migration process are described in the BellSouth CLEC Information Package. The CLEC Information Package is located on BellSouth’s Interconnection Web site. The rates for the Bulk Migration process shall be the nonrecurring rates associated with the Loop type being requested on the Bulk Migration, as set forth in Exhibit A. Additionally, OSS charges will also apply.
 
 
Loops connected to Integrated Digital Loop Carrier (IDLC) systems will be migrated pursuant to Section 2.6 below.
 
2.1.11.2
Should WinSonic request migration for two (2) or more EATNs containing fifteen (15) or more circuits, WinSonic must use the Bulk Migration process referenced in 2.1.11.1 above.
 
2.2
Unbundled Voice Loops (UVLs)
 
2.2.1
BellSouth shall make available the following UVLs:
 
2.2.1.1
2-wire Analog Voice Grade Loop - SL1 (Non-Designed);
 
2.2.1.2
2-wire Analog Voice Grade Loop - SL2 (Designed); or
 
2.2.1.3
4-wire Analog Voice Grade Loop (Designed).
 
2.2.2
UVL may be provisioned using any type of facility that will support voice grade services. This may include loaded copper, non-loaded copper, digital loop carrier systems, fiber/copper combination (hybrid loop) or a combination of any of these facilities. BellSouth, in the normal course of maintaining, repairing, and configuring its network, may also change the facilities that are used to provide any given voice grade circuit. This change may occur at any time. In these situations,
 
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BellSouth will only ensure that the newly provided facility will support voice grade services. BellSouth will not guarantee that WinSonic will be able to continue to provide any advanced services over the new facility. BellSouth will offer UVL in two different service levels - Service Level One (SL1) and Service Level Two (SL2).
 
2.2.3
Unbundled Voice Loop - SL1 (UVL-SL1). Loops are 2-wire loop start circuits, will be non-designed, and will not have remote access test points. OC will be offered as a chargeable option on SL1 Loops when reuse of existing facilities has been requested by WinSonic, however, OC is always required on UCLs that involve the reuse of facilities that are currently providing service. WinSonic may also order OC-TS when a specified conversion time is requested. OC-TS is a chargeable option for any coordinated order and is billed in addition to the OC charge. An Engineering Information (EI) document can be ordered as a chargeable option. The EI document provides Loop Make-Up information which is similar to the information normally provided in a Design Layout Record (DLR).
 
 
Upon issuance of a non-coordinated order in the service order system, SL1 Loops will be activated on the due date in the same manner and time frames that BellSouth normally activates POTS-type Loops for its customers.
 
2.2.4
For an additional charge BellSouth will make available Loop Testing so that WinSonic may request further testing on new UVL-SL1 Loops. Rates for Loop Testing are as set forth in Exhibit A.
 
2.2.5
Unbundled Voice Loop - SL2 (UVL-SL2). Loops may be 2-wire or 4-wire circuits, shall have remote access test points, and will be designed with a DLR provided to WinSonic. SL2 circuits can be provisioned with loop start, ground start or reverse battery signaling. OC is provided as a standard feature on SL2 Loops. The OC feature will allow WinSonic to coordinate the installation of the Loop with the disconnect of an existing customer’s service and/or number portability service. In these cases, BellSouth will perform the order conversion with standard order coordination at its discretion during normal work hours.
 
2.3
Unbundled Digital Loops
 
2.3.1
BellSouth will offer UDLs. UDLs are service specific, will be designed, will be provisioned with test points (where appropriate), and will come standard with OC and a DLR. The various UDLs are intended to support a specific digital transmission scheme or service.
 
2.3.2
BellSouth shall make available the following UDLs, subject to restrictions set forth herein:
 
2.3.2.1
2-wire Unbundled ISDN Digital Loop;
 
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2.3.2.2
2-wire Unbundled ADSL Compatible Loop;
 
2.3.2.3
2-wire Unbundled HDSL Compatible Loop;
 
2.3.2.4
4-wire Unbundled HDSL Compatible Loop;
 
2.3.2.5
4-wire Unbundled DS1 Digital Loop;
 
2.3.2.6
4-wire Unbundled Digital Loop/DS0 - 64 kbps, 56 kbps and below;
 
2.3.2.7
DS3 Loop; or
 
2.3.2.8
STS-1 Loop.
 
2.3.3
2-wire Unbundled ISDN Digital Loops. These will be provisioned according to industry standards for 2-Wire Basic Rate ISDN services and will come standard with a test point, OC, and a DLR. WinSonic will be responsible for providing BellSouth with a Service Profile Identifier (SPID) associated with a particular ISDN-capable Loop and customer. With the SPID, BellSouth will be able to adequately test the circuit and ensure that it properly supports ISDN service.
 
2.3.4
2-wire ADSL-Compatible Loop. This is a designed Loop that is provisioned according to Revised Resistance Design (RRD) criteria and may be up to eighteen thousand (18,000) feet long and may have up to six thousand (6,000) feet of bridged tap (inclusive of Loop length). The Loop is a 2-wire circuit and will come standard with a test point, OC, and a DLR.
 
2.3.5
2-wire or 4-wire HDSL-Compatible Loop. This is a designed Loop that meets Carrier Serving Area (CSA) specifications, may be up to twelve thousand (12,000) feet long and may have up to twenty-five hundred (2,500) feet of bridged tap (inclusive of Loop length). It may be a 2-wire or 4-wire circuit and will come standard with a test point, OC, and a DLR.
 
2.3.6
4-wire Unbundled DS1 Digital Loop.
 
2.3.6.1
This is a designed 4-wire Loop that is provisioned according to industry standards for DS1 or Primary Rate ISDN services and will come standard with a test point, OC, and a DLR. A DS1 Loop may be provisioned over a variety of loop transmission technologies including copper, HDSL-based technology or fiber optic transport systems. It will include a 4-wire DS1 Network Interface at the customer’s location. For purposes of this Agreement, DS1 Loops include 2-wire and 4-Wire copper Loops capable of providing high-bit rate digital subscriber line services, such as 2-wire and 4-wire HDSL Compatible Loops.
 
2.3.6.2
BellSouth shall not provide more than ten (10) unbundled DS1 Loops to WinSonic at any single building in which DS1 Loops are available as unbundled Loops.
 
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2.3.7
4-wire Unbundled Digital/DS0 Loop. These are designed 4-wire Loops that may be configured as sixty-four (64)kbps, fifty-six (56)kbps, nineteen (19)kbps, and other sub-rate speeds associated with digital data services and will come standard with a test point, OC, and a DLR.
 
2.3.8
DS3 Loop. DS3 Loop is a two-point digital transmission path which provides for simultaneous two-way transmission of serial, bipolar, return-to-zero isochronous digital electrical signals at a transmission rate of forty-four point seven thirty-six (44.736) megabits per second (Mbps) that is dedicated to the use of the ordering CLEC. It may provide transport for twenty-eight (28) DS1 channels, each of which provides the digital equivalent of twenty-four (24) analog voice grade channels. The interface to unbundled dedicated DS3 transport is a metallic-based electrical interface.
 
2.3.9
STS-1 Loop. STS-1 Loop is a high-capacity digital transmission path with SONET VT1.5 mapping that is dedicated for the use of the ordering customer. It is a two-point digital transmission path which provides for simultaneous two-way transmission of serial bipolar return-to-zero synchronous digital electrical signals at a transmission rate of fifty-one point eighty-four (51.84) Mbps. It may provide transport for twenty-eight (28) DS1 channels, each of which provides the digital equivalent of twenty-four (24) analog voice grade channels. The interface to unbundled dedicated STS-1 transport is a metallic-based electrical interface.
 
2.3.10
Both DS3 Loop and STS-1 Loop require a SI in order to ascertain availability.
 
2.3.11
DS3 services come with a test point and a DLR. Mileage is airline miles, rounded up and a minimum of one (1) mile applies. BellSouth’s TR73501 LightGate Service Interface and Performance Specifications, Issue D, June 1995 applies to DS3 services.
 
2.3.12
WinSonic may obtain a maximum of a single Unbundled DS3 Loop to any single building in which DS3 Loops are available as Unbundled Loops.
 
2.4
Unbundled Copper Loops (UCL).
 
2.4.1
BellSouth shall make available UCLs. The UCL is a copper twisted pair Loop that is unencumbered by any intervening equipment (e.g., filters, load coils, range extenders, digital loop carrier, or repeaters) and is not intended to support any particular telecommunications service. The UCL will be offered in two (2) types - Designed and Non-Designed.
 
2.4.2
Unbundled Copper Loop - Designed (UCL-D)
 
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2.4.2.1
The UCL-D will be provisioned as a dry copper twisted pair (2-wire or 4-wire) Loop that is unencumbered by any intervening equipment (e.g., filters, load coils, range extenders, digital loop carrier, or repeaters).
 
2.4.2.2
A UCL-D will be eighteen thousand (18,000) feet or less in length and is provisioned according to Resistance Design parameters, may have up to six thousand (6,000) feet of bridged tap and will have up to thirteen hundred (1300) Ohms of resistance.
 
2.4.2.3
The UCL-D is a designed circuit, is provisioned with a test point, and comes standard with a DLR. OC is a chargeable option for a UCL-D; however, OC is always required on UCLs where a reuse of existing facilities has been requested by WinSonic.
 
2.4.2.4
These Loops are not intended to support any particular services and may be utilized by WinSonic to provide a wide-range of telecommunications services as long as those services do not adversely affect BellSouth’s network. This facility will include a Network Interface Device (NID) at the customer’s location for the purpose of connecting the Loop to the customer’s inside wire.
 
2.4.3
Unbundled Copper Loop - Non-Designed (UCL-ND)
 
2.4.3.1
The UCL-ND is provisioned as a dedicated 2-wire metallic transmission facility from BellSouth’s Main Distribution Frame (MDF) to a customer’s premises (including the NID). The UCL-ND will be a “dry copper” facility in that it will not have any intervening equipment such as load coils, repeaters, or digital access main lines (DAMLs), and may have up to six thousand (6,000) feet of bridged tap between the customer’s premises and the serving wire center. The UCL-ND typically will be thirteen hundred (1300) Ohms resistance and in most cases will not exceed eighteen thousand (18,000) feet in length, although the UCL-ND will not have a specific length limitation. For Loops less than eighteen thousand (18,000) feet and with less than thirteen hundred (1300) Ohms resistance, the Loop will provide a voice grade transmission channel suitable for loop start signaling and the transport of analog voice grade signals. The UCL-ND will not be designed and will not be provisioned with either a DLR or a test point.
 
2.4.3.2
The UCL-ND facilities may be mechanically assigned using BellSouth’s assignment systems. Therefore, the Loop Makeup (LMU) process is not required to order and provision the UCL-ND. However, WinSonic can request LMU for which additional charges would apply.
 
2.4.3.3
For an additional charge, BellSouth also will make available Loop Testing so that WinSonic may request further testing on the UCL-ND. Rates for Loop Testing are as set forth in Exhibit A.
 
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2.4.3.4
UCL-ND Loops are not intended to support any particular service and may be utilized by WinSonic to provide a wide-range of telecommunications services as long as those services do not adversely affect BellSouth’s network. The UCL-ND will include a NID at the customer’s location for the purpose of connecting the Loop to the customer’s inside wire.
 
2.4.3.5
OC will be provided as a chargeable option and may be utilized when the UCL-ND provisioning is associated with the reuse of BellSouth facilities. OC-TS does not apply to this product.
 
2.4.3.6
WinSonic may use BellSouth’s Unbundled Loop Modification (ULM) offering to remove excessive bridged taps and/or load coils from any copper Loop within the BellSouth network. Therefore, some Loops that would not qualify as UCL-ND could be transformed into Loops that do qualify, using the ULM process.
 
2.5
Unbundled Loop Modifications (Line Conditioning)
 
2.5.1
Line Conditioning is defined as routine network modification that BellSouth regularly undertakes to provide xDSL services to its own customers. This may include the removal of any device, from a copper Loop or copper Subloop that may diminish the capability of the Loop or Subloop to deliver high-speed switched wireline telecommunications capability, including xDSL service. Such devices include, load coils, excessive bridged taps, low pass filters, and range extenders.
 
 
Excessive bridged taps are bridged taps that serves no network design purpose and that are beyond the limits set according to industry standards and/or the BellSouth’s TR 73600 Unbundled Local Loop Technical Specification.
 
2.5.2
BellSouth will remove load coils only on copper Loops and Subloops that are less than eighteen thousand (18,000) feet in length.
 
2.5.3
For any copper loop being ordered by WinSonic which has over six thousand (6,000) feet of combined bridged tap will be modified, upon request from WinSonic, so that the loop will have a maximum of six thousand (6,000) feet of bridged tap. This modification will be performed at no additional charge to WinSonic. Loop conditioning orders that require the removal of bridged tap that serves no network design purpose on a copper Loop that will result in a combined total of bridged tap between two thousand five hundred (2,500) and six thousand (6,000) feet will be performed at the rates set forth in Exhibit A.
 
2.5.4
WinSonic may request removal of any unnecessary and non-excessive bridged tap (bridged tap between zero (0) and two thousand five hundred (2,500) feet which serves no network design purpose), at rates pursuant to BellSouth’s SC Process as mutually agreed to by the Parties.
 
2.5.5
Rates for ULM are as set forth in Exhibit A.
 
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2.5.6
BellSouth will not modify a Loop in such a way that it no longer meets the technical parameters of the original Loop type (e.g., voice grade, ADSL, etc.) being ordered.
 
2.5.7
If WinSonic requests ULM on a reserved facility for a new Loop order, BellSouth may perform a pair change and provision a different Loop facility in lieu of the reserved facility with ULM if feasible. The Loop provisioned will meet or exceed specifications of the requested Loop facility as modified. WinSonic will not be charged for ULM if a different Loop is provisioned. For Loops that require a DLR or its equivalent, BellSouth will provide LMU detail of the Loop provisioned.
 
2.5.8
WinSonic shall request Loop make up information pursuant to this Attachment prior to submitting a service inquiry and/or a LSR for the Loop type that WinSonic desires BellSouth to condition.
 
2.5.9
When requesting ULM for a Loop that BellSouth has previously provisioned for WinSonic, WinSonic will submit a SI to BellSouth. If a spare Loop facility that meets the Loop modification specifications requested by WinSonic is available at the location for which the ULM was requested, WinSonic will have the option to change the Loop facility to the qualifying spare facility rather than to provide ULM. In the event that BellSouth changes the Loop facility in lieu of providing ULM, WinSonic will not be charged for ULM but will only be charged the service order charges for submitting an order.
 
2.6
Loop Provisioning Involving IDLC
 
2.6.1
Where WinSonic has requested an Unbundled Loop and BellSouth uses IDLC systems to provide the local service to the customer and BellSouth has a suitable alternate facility available, BellSouth will make such alternative facilities available to WinSonic. If a suitable alternative facility is not available, then to the extent it is technically feasible, BellSouth will implement one of the following alternative arrangements for WinSonic (e.g., hairpinning): 1. Roll the circuit(s) from the IDLC to any spare copper that exists to the customer premises.
 
 
2.
Roll the circuit(s) from the IDLC to an existing DLC that is not integrated.
 
3.
If capacity exists, provide "side-door" porting through the switch.
 
4.
If capacity exists, provide "Digital Access Cross-Connect System (DACS)-door" porting (if the IDLC routes through a DACS prior to integration into the switch).
2.6.2
Arrangements 3 and 4 above require the use of a designed circuit. Therefore, non-designed Loops such as the SL1 voice grade and UCL-ND may not be ordered in these cases.
 
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2.6.3
If no alternate facility is available, and upon request from WinSonic, and if agreed to by both Parties, BellSouth may utilize its SC process to determine the additional costs required to provision facilities. WinSonic will then have the option of paying the one-time SC rates to place the Loop.
 
2.7
Network Interface Device
 
2.7.1
The NID is defined as any means of interconnection of the customer’s customer premises wiring to BellSouth’s distribution plant, such as a cross-connect device used for that purpose. The NID is a single line termination device or that portion of a multiple line termination device required to terminate a single line or circuit at the premises. The NID features two (2) independent chambers or divisions that separate the service provider’s network from the customer’s premises wiring.
 
 
Each chamber or division contains the appropriate connection points or posts to which the service provider and the customer each make their connections. The NID provides a protective ground connection and is capable of terminating cables such as twisted pair cable.
 
2.7.2
BellSouth shall permit WinSonic to connect WinSonic’s Loop facilities to the customer’s customer premises wiring through the BellSouth NID or at any other technically feasible point.
 
2.7.3
Access to NID
 
2.7.3.1
WinSonic may access the customer’s premises wiring by any of the following means and WinSonic shall not disturb the existing form of electrical protection and shall maintain the physical integrity of the NID:
 
2.7.3.1.1
BellSouth shall allow WinSonic to connect its Loops directly to BellSouth’s multi- line residential NID enclosures that have additional space and are not used by BellSouth or any other telecommunications carriers to provide service to the premises;
 
2.7.3.1.2
Where an adequate length of the customer’s customer premises wiring is present and environmental conditions permit, either Party may remove the customer premises wiring from the other Party’s NID and connect such wiring to that Party’s own NID;
 
2.7.3.1.3
Either Party may enter the subscriber access chamber or dual chamber NID enclosures for the purpose of extending a cross-connect or spliced jumper wire from the customer premises wiring through a suitable “punch-out” hole of such NID enclosures; or
 
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2.7.3.1.4
WinSonic may request BellSouth to make other rearrangements to the customer premises wiring terminations or terminal enclosure on a time and materials cost basis.
 
8.1.2
In no case shall either Party remove or disconnect the other Party’s loop facilities from either Party’s NIDs, enclosures, or protectors unless the applicable Commission has expressly permitted the same and the disconnecting Party provides prior notice to the other Party. In such cases, it shall be the responsibility of the Party disconnecting loop facilities to leave undisturbed the existing form of electrical protection and to maintain the physical integrity of the NID. It will be WinSonic’s responsibility to ensure there is no safety hazard, and WinSonic will hold BellSouth harmless for any liability associated with the removal of the BellSouth Loop from the BellSouth NID. Furthermore, it shall be the responsibility of the disconnecting Party, once the other Party’s loop has been disconnected from the NID, to reconnect the disconnected loop to a nationally recognized testing laboratory listed station protector, which has been grounded as per Article 800 of the National Electrical Code. If no spare station protector exists in the NID, the disconnected loop must be appropriately cleared, capped and stored.
 
8.1.3
WinSonic shall not remove or disconnect ground wires from BellSouth’s NIDs, enclosures, or protectors.
 
8.1.4
WinSonic shall not remove or disconnect NID modules, protectors, or terminals from BellSouth’s NID enclosures.
 
8.1.5
Due to the wide variety of NID enclosures and outside plant environments, BellSouth will work with WinSonic to develop specific procedures to establish the most effective means of implementing this section if the procedures set forth herein do not apply to the NID in question.
 
2.7.4
Technical Requirements
 
2.7.4.1
The NID shall provide an accessible point of interconnection and shall maintain a connection to ground.
 
2.7.4.2
If an existing NID is accessed, it shall be capable of transferring electrical analog or digital signals between the customer’s customer premises and the distribution media and/or cross-connect to WinSonic’s NID.
 
2.7.4.3
Existing BellSouth NIDs will be operational and provided in “as is” condition. WinSonic may request BellSouth to do additional work to the NID on a time and material basis. When WinSonic deploys its own local loops in a multiple-line termination device, WinSonic shall specify the quantity of NID connections that it requires within such device.
 
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2.8
Subloop Elements.
 
2.8.1
Where facilities permit, BellSouth shall offer access to its Unbundled Subloop (USL) elements as specified herein.
 
2.8.2
Unbundled Subloop Distribution (USLD)
 
2.8.2.1
The USLD facility is a dedicated transmission facility that BellSouth provides from a customer’s point of demarcation to a BellSouth cross-connect device. The BellSouth cross-connect device may be located within a remote terminal (RT) or a stand-alone cross-box in the field or in the equipment room of a building. The USLD media is a copper twisted pair that can be provisioned as a 2-wire or 4-wire facility. BellSouth will make available the following subloop distribution offerings where facilities exist: USLD - Voice Grade (USLD-VG) Unbundled Copper Subloop (UCSL) USLD - Intrabuilding Network Cable (USLD-INC (aka riser cable))
 
2.8.2.2
USLD-VG is a copper subloop facility from the cross-box in the field up to and including the point of demarcation at the customer’s premises and may have load coils.
 
2.8.2.3
UCSL is a copper facility eighteen thousand (18,000) feet or less in length provided from the cross-box in the field up to and including the customer’s point of demarcation. If available, this facility will not have any intervening equipment such as load coils between the customer and the cross-box.
 
2.8.2.3.1
If WinSonic requests a UCSL and it is not available, WinSonic may request the copper Subloop facility be modified pursuant to the ULM process to remove load coils and/or excessive bridged taps. If load coils and/or excessive bridged taps are removed, the facility will be classified as a UCSL.
 
2.8.2.4
USLD-INC is the distribution facility owned or controlled by BellSouth inside a building or between buildings on the same property that is not separated by a public street or road. USLD-INC includes the facility from the cross-connect device in the building equipment room up to and including the point of demarcation at the customer’s premises.
 
2.8.2.4.1
Upon request for USLD-INC from WinSonic, BellSouth will install a cross- connect panel in the building equipment room for the purpose of accessing USLD- INC pairs from a building equipment room. The cross-connect panel will function as a single point of interconnection (SPOI) for USLD-INC and will be accessible by multiple carriers as space permits. BellSouth will place cross-connect blocks in twenty five (25) pair increments for WinSonic’s use on this cross-connect panel.
 
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WinSonic will be responsible for connecting its facilities to the twenty five (25) pair cross-connect block(s).
 
2.8.2.5
For access to Voice Grade USLD and UCSL, WinSonic shall install a cable to the BellSouth cross-box pursuant to the terms and conditions for physical collocation for remote sites set forth in Attachment 4. This cable would be connected by a BellSouth technician within the BellSouth cross-box during the set-up process.
 
 
WinSonic’s cable pairs can then be connected to BellSouth’s USL within the BellSouth cross-box by the BellSouth technician.
 
2.8.2.6
Through the SI process, BellSouth will determine whether access to USLs at the location requested by WinSonic is technically feasible and whether sufficient capacity exists in the cross-box. If existing capacity is sufficient to meet WinSonic’s request, then BellSouth will perform the site set-up as described in the CLEC Information Package, located at BellSouth’s Interconnection Web site.
 
2.8.2.7
The site set-up must be completed before WinSonic can order Subloop pairs. For the site set-up in a BellSouth cross-connect box in the field, BellSouth will perform the necessary work to splice WinSonic’s cable into the cross-connect box. For the site set-up inside a building equipment room, BellSouth will perform the necessary work to install the cross-connect panel and the connecting block(s) that will be used to provide access to the requested USLs.
 
2.8.2.8
Once the site set-up is complete, WinSonic will request Subloop pairs through submission of a LSR form to the LCSC. OC is required with USL pair provisioning when WinSonic requests reuse of an existing facility, and the OC charge shall be billed in addition to the USL pair rate. For expedite requests by WinSonic for Subloop pairs, expedite charges will apply for intervals less than five (5) days.
 
2.8.2.9
USLs will be provided in accordance with BellSouth’s TR 73600 Unbundled Local Loop Technical Specifications.
 
2.8.3
Unbundled Network Terminating Wire (UNTW)
 
2.8.3.1
UNTW is unshielded twisted copper wiring that is used to extend circuits from an intra-building network cable terminal or from a building entrance terminal to an individual customer’s point of demarcation. It is the final portion of the Loop that in multi-subscriber configurations represents the point at which the network branches out to serve individual subscribers.
 
2.8.3.2
This element will be provided in MDUs and/or Multi-Tenants Units (MTUs) where either Party owns wiring all the way to the customer’s premises. Neither Party will provide this element in locations where the property owner provides its own wiring
 
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to the customer’s premises, where a third party owns the wiring to the customer’s premises.
 
2.8.3.3
Requirements
 
2.8.3.3.1
On a multi-unit premises, upon request of the other Party (Requesting Party), the Party owning the network terminating wire (Provisioning Party) will provide access to UNTW pairs on an Access Terminal that is suitable for use by multiple carriers at each Garden Terminal or Wiring Closet.
 
2.8.3.3.2
The Provisioning Party shall not be required to install new or additional NTW beyond existing NTW to provision the services of the Requesting Party.
 
2.8.3.3.3
In existing MDUs and/or MTUs in which BellSouth does not own or control wiring (INC/NTW) to the customers premises, and WinSonic does own or control such wiring, WinSonic will install UNTW Access Terminals for BellSouth under the same terms and conditions as BellSouth provides UNTW Access Terminals to WinSonic.
 
2.8.3.3.4
In situations in which BellSouth activates a UNTW pair, BellSouth will compensate WinSonic for each pair activated commensurate to the price specified in WinSonic’s Agreement.
 
2.8.3.3.5
Upon receipt of the UNTW SI requesting access to the Provisioning Party’s UNTW pairs at a multi-unit premises, representatives of both Parties will participate in a meeting at the site of the requested access. The purpose of the site visit will include discussion of the procedures for installation and location of the Access Terminals. By request of the Requesting Party, an Access Terminal will be installed either adjacent to each of the Provisioning Party’s Garden Terminal or inside each Wiring Closet. The Requesting Party will deliver and connect its central office facilities to the UNTW pairs within the Access Terminal. The Requesting Party may access any available pair on an Access Terminal. A pair is available when a pair is not being utilized to provide service or where the customer has requested a change in its local service provider to the Requesting Party. Prior to connecting the Requesting Party’s service on a pair previously used by the Provisioning Party, the Requesting Party is responsible for ensuring the customer is no longer using the Provisioning Party’s service or another CLEC’s service before accessing UNTW pairs.
 
2.8.3.3.6
Access Terminal installation intervals will be established on an individual case basis.
 
2.8.3.3.7
The Requesting Party is responsible for obtaining the property owner’s permission for the Provisioning Party to install an Access Terminal(s) on behalf of the Requesting Party. The submission of the SI by the Requesting Party will serve as
 
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certification by the Requesting Party that such permission has been obtained. If the property owner objects to Access Terminal installations that are in progress or within thirty (30) days after completion and demands removal of Access Terminals, the Requesting Party will be responsible for costs associated with removing Access Terminals and restoring the property to its original state prior to Access Terminals being installed.
 
2.8.3.3.8
The Requesting Party shall indemnify and hold harmless the Provisioning Party against any claims of any kind that may arise out of the Requesting Party’s failure to obtain the property owner’s permission. The Requesting Party will be billed for nonrecurring and recurring charges for accessing UNTW pairs at the time the Requesting Party activates the pair(s). The Requesting Party will notify the Provisioning Party within five (5) business days of activating UNTW pairs using the LSR form.
 
2.8.3.3.9
If a trouble exists on a UNTW pair, the Requesting Party may use an alternate spare pair that serves that customer if a spare pair is available. In such cases, the Requesting Party will re-terminate its existing jumper from the defective pair to the spare pair. Alternatively, the Requesting Party will isolate and report troubles in the manner specified by the Provisioning Party. The Requesting Party must tag the UNTW pair that requires repair. If the Provisioning Party dispatches a technician on a reported trouble call and no UNTW trouble is found, the Provisioning Party will charge Requesting Party for time spent on the dispatch and testing the UNTW pair(s).
 
2.8.3.3.10
If the Requesting Party initiates the Access Terminal installation and the
 
 
Requesting Party has not activated at least ten percent (10%) of the capacity of the Access Terminal installed pursuant to the Requesting Party’s request for an Access Terminal within six (6) months of installation of the Access Terminal, the Provisioning Party will bill the Requesting Party a nonrecurring charge equal to the actual cost of provisioning the Access Terminal.
 
2.8.3.3.11
If the Provisioning Party determines that the Requesting Party is using the UNTW pairs without reporting the activation of the pairs, the Requesting Party will be billed for the use of that pair back to the date the customer began receiving service from the Requesting Party at that location. Upon request, the Requesting Party will provide copies of its billing record to substantiate such date. If the Requesting Party fails to provide such records, then the Provisioning Party will bill the Requesting Party back to the date of the Access Terminal installation.
 
2.9
Loop Makeup
 
2.9.1
Description of Service
 
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2.9.1.1
BellSouth shall make available to WinSonic LMU information with respect to Loops that are required to be unbundled under this Agreement so that WinSonic can make an independent judgment about whether the Loop is capable of supporting the advanced services equipment WinSonic intends to install and the services WinSonic wishes to provide. LMU is a preordering transaction, distinct from WinSonic ordering any other service(s). Loop Makeup Service Inquiries (LMUSI) and mechanized LMU queries for preordering LMU are likewise unique from other preordering functions with associated SIs as described in this Agreement.
 
2.9.1.2
BellSouth will provide WinSonic LMU information consisting of the composition of the Loop material (copper/fiber); the existence, location and type of equipment on the Loop, including but not limited to digital loop carrier or other remote concentration devices, feeder/distribution interfaces, bridged taps, load coils, pair- gain devices; the Loop length; the wire gauge and electrical parameters.
 
2.9.1.3
BellSouth’s LMU information is provided to WinSonic as it exists either in BellSouth's databases or in its hard copy facility records. BellSouth does not guarantee accuracy or reliability of the LMU information provided.
 
2.9.1.4
BellSouth’s provisioning of LMU information to the requesting CLEC for facilities is contingent upon either BellSouth or the requesting CLEC controlling the Loop(s) that serve the service location for which LMU information has been requested by the CLEC. The requesting CLEC is not authorized to receive LMU information on a facility used or controlled by another CLEC unless BellSouth receives a LOA from the voice CLEC (owner) or its authorized agent on the LMUSI submitted by the requesting CLEC.
 
2.9.1.5
WinSonic may choose to use equipment that it deems will enable it to provide a certain type and level of service over a particular BellSouth Loop as long as that equipment does not disrupt other services on the BellSouth network. The determination shall be made solely by WinSonic and BellSouth shall not be liable in any way for the performance of the advanced data services provisioned over said Loop. The specific Loop type (e.g., ADSL, HDSL, or otherwise) ordered on the LSR must match the LMU of the Loop reserved taking into consideration any requisite line conditioning. The LMU data is provided for informational purposes only and does not guarantee WinSonic’s ability to provide advanced data services over the ordered Loop type. Furthermore, the LMU information for Loops other than copper-only Loops (e.g., ADSL, UCL-ND, etc.) that support xDSL services, is subject to change at any time due to modifications and/or upgrades to BellSouth’s network. Except as set forth in Section 2.9.1.6 below, copper-only Loops will not be subject to change due to modification and/or upgrades to BellSouth’s network and will remain on copper facilities until the Loop is disconnected by WinSonic or the customer, or until BellSouth retires the copper
 
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facilities via the FCC’s and any applicable Commission’s requirements. WinSonic is fully responsible for any of its service configurations that may differ from BellSouth’s technical standard for the Loop type ordered.
 
2.9.1.6
If BellSouth retires its copper facilities using 47 C.F.R § 51.325(a) requirements; or is required by a governmental agency or regulatory body to move or replace copper facilities as a maintenance procedure, BellSouth will notify WinSonic, according to the applicable network disclosure requirements. It will be WinSonic’s responsibility to move any service it may provide over such facilities to alternative facilities. If WinSonic fails to move the service to alternative facilities by the date in the network disclosure notice, BellSouth may terminate the service to complete the network change.
 
2.9.2
Submitting LMUSI
 
2.9.2.1
WinSonic may obtain LMU information and reserve facilities by submitting a mechanized LMU query or a manual LMUSI according to the terms and conditions as described in the LMU CLEC Information Package, incorporated herein by reference as it may be amended from time to time. The CLEC
 
 
Information Package is located at the “CLEC UNE Product” on BellSouth’s Interconnection Web site. After obtaining the Loop information from the mechanized LMU process, if WinSonic needs further Loop information in order to determine Loop service capability, WinSonic may initiate a separate Manual SI for a separate nonrecurring charge as set forth in Exhibit A.
 
2.9.2.2
All LSRs issued for reserved facilities shall reference the facility reservation number as provided by BellSouth. WinSonic will not be billed any additional LMU charges for the Loop ordered on such LSR. If, however, WinSonic does not reserve facilities upon an initial LMUSI, WinSonic’s placement of an order for an advanced data service type facility will incur the appropriate billing charges to include SI and reservation per Exhibit A.
 
2.9.2.3
Where WinSonic has reserved multiple Loop facilities on a single reservation, WinSonic may not specify which facility shall be provisioned when submitting the LSR. For those occasions, BellSouth will assign to WinSonic, subject to availability, a facility that meets the BellSouth technical standards of the BellSouth type Loop as ordered by WinSonic.
 
2.9.2.4
Charges for preordering manual LMUSI or mechanized LMU are separate from any charges associated with ordering other services from BellSouth.
 
3
Line Splitting
 
3.1
Line splitting shall mean that a provider of data services (a Data LEC) and a provider of voice services (a Voice CLEC) to deliver voice and data service to
 
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customers over the same Loop. The Voice CLEC and Data LEC may be the same or different carriers.
 
3.2
Line Splitting - UNE-L. In the event WinSonic provides its own switching or obtains switching from a third party, WinSonic may engage in line splitting arrangements with another CLEC using a splitter, provided by WinSonic, in a Collocation Space at the central office where the loop terminates into a distribution frame or its equivalent.
 
3.3
Provisioning Line Splitting and Splitter Space - UNE-L
 
3.3.1
The Voice CLEC provides the splitter when providing Line Splitting with UNE-L. When WinSonic owns the splitter, Line Splitting requires the following: a loop from NID at the customer’s location to the serving wire center and terminating into a distribution frame or its equivalent.
 
3.3.2
An unloaded 2-wire copper Loop must serve the customer. The meet point for the Voice CLEC and the Data LEC is the point of termination on the MDF for the Data LEC's cable and pairs.
 
3.4
CLEC Provided Splitter - Line Splitting - UNE-L
 
3.4.1
To order High Frequency Spectrum on a particular Loop, WinSonic must have a DSLAM collocated in the central office that serves the customer of such Loop.
 
3.4.2
WinSonic may purchase, install and maintain central office POTS splitters in its collocation arrangements. WinSonic may use such splitters for access to its customers and to provide digital line subscriber services to its customers using the High Frequency Spectrum. Existing Collocation rules and procedures and the terms and conditions relating to Collocation set forth in Attachment 4-Central Office shall apply.
 
3.4.3
Any splitters installed by WinSonic in its collocation arrangement shall comply with ANSI T1.413, Annex E, or any future ANSI splitter Standards. WinSonic may install any splitters that BellSouth deploys or permits to be deployed for itself or any BellSouth affiliate.
 
3.5
Maintenance - Line Splitting - UNE-L
 
3.5.1
BellSouth will be responsible for repairing voice troubles and the troubles with the physical loop between the NID at the customer’s premises and the termination point.
 
3.5.2
WinSonic shall indemnify, defend and hold harmless BellSouth from and against any claims, losses, actions, causes of action, suits, demands, damages, injury, and
 
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costs including reasonable attorney fees, which arise out of actions related to the other service provider, except to the extent caused by BellSouth’s gross negligence or willful misconduct.
 
4
Unbundled Network Element Combinations
 
4.1
For purposes of this Section, references to “Currently Combined” Network Elements shall mean that the particular Network Elements requested by WinSonic are in fact already combined by BellSouth in the BellSouth network. References to “Ordinarily Combined” Network Elements shall mean that the particular Network Elements requested by WinSonic are not already combined by BellSouth in the location requested by WinSonic but are elements that are typically combined in BellSouth’s network. References to “Not Typically Combined” Network Elements shall mean that the particular Network Elements requested by WinSonic are not elements that BellSouth combines for its use in its network.
 
4.1.1
Except as otherwise set forth in this Agreement, upon request, BellSouth shall perform the functions necessary to combine Network Elements that BellSouth is required to provide under this Agreement in any manner, even if those elements are not ordinarily combined in BellSouth’s network, provided that such Combination is technically feasible and will not undermine the ability of other carriers to obtain access to Network Elements or to interconnect with BellSouth’s network.
 
4.1.2
To the extent WinSonic requests a Combination for which BellSouth does not have methods and procedures in place to provide such Combination, rates and/or methods or procedures for such Combination will be developed pursuant to the BFR process.
 
4.2
Rates
 
4.2.1
The rates for the Currently Combined Network Elements specifically set forth in Exhibit A shall be the rates associated with such Combinations. Where a Currently Combined Combination is not specifically set forth in Exhibit A, the rate for such Currently Combined Combination shall be the sum of the recurring rates for those individual Network Elements as set forth in Exhibit A and/or Exhibit B in addition to the applicable nonrecurring switch-as-is charge set forth in Exhibit A.
 
4.2.2
The rates for the Ordinarily Combined Network Elements specifically set forth in Exhibit A shall be the nonrecurring and recurring charges for those Combinations.
 
 
Where an Ordinarily Combined Combination is not specifically set forth in Exhibit A, the rate for such Ordinarily Combined Combination shall be the sum of the recurring rates for those individual Network Elements as set forth in Exhibit A and/or Exhibit B and nonrecurring rates for those individual Network Elements as set forth in Exhibit A.
 
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4.2.3
The rates for Not Typically Combined Combinations shall be developed pursuant to the BFR process upon request of WinSonic.