INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE
TELECOMMUNICATIONS ACT OF 1996
Dated as of December 18, 1998
by and between
NEW YORK TELEPHONE COMPANY,
XXXX ATLANTIC - NEW YORK
COMMUNITY NETWORKS, INC.
INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE
TELECOMMUNICATIONS ACT OF 1996
Dated as of April 3, 1998
by and between
XXXX ATLANTIC - NEW YORK
MGC COMMUNICATIONS, INC.
MGC COMMUNICATIONS, INC.- XXXX ATLANTIC Interconnection Agreement
TABLE OF CONTENTS
1.0 DEFINITIONS..................................................... 2
2.0 INTERPRETATION AND CONSTRUCTION................................. 13
3.0 SCOPE........................................................... 13
4.0 INTERCONNECTION PURSUANT TO SECTION 251(c)(2)................... 14
4.1 Scope.................................................... 14
4.2 Physical Architecture.................................... 15
4.3 Technical Specifications................................. 16
4.4 Interconnection in Additional LATAs...................... 17
5.0 TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE
TRAFFIC PURSUANT TO SECTION 251(c)(2)........................... 17
5.1 Scope of Traffic......................................... 17
5.2 Switching System Hierarchy............................... 18
5.3 Trunk Group Architecture and Traffic Routing............. 19
5.4 Signaling................................................ 20
5.5 Grades of Service........................................ 20
5.6 Measurement and Billing.................................. 21
5.7 Reciprocal Compensation Arrangements -- Section 251(b)(5) 21
6.0 TRANSMISSION AND ROUTING OF EXCHANGE ACCESS TRAFFIC
PURSUANT TO 251(c)(2)........................................... 23
6.1 Scope of Traffic......................................... 23
6.2 Trunk Group Architecture and Traffic Routing............. 23
6.3 Meet-Point Billing Arrangements.......................... 24
7.0 TRANSPORT AND TERMINATION OF OTHER TYPES OF TRAFFIC............. 24
7.1 Information Services Traffic............................. 24
7.2 Tandem Transit Service ("Transit Service")............... 26
7.3 911/E911 Arrangements.................................... 27
8.0 NUMBER RESOURCES, RATE CENTERS AND RATING POINTS................ 28
9.0 NETWORK MAINTENANCE AND MANAGEMENT; OUTAGES..................... 29
9.1 Cooperation.............................................. 29
9.2 Responsibility for Following Standards................... 29
9.3 Interference or Impairment............................... 29
9.4 Repeated or Willful Noncompliance........................ 30
9.5 Outage Repair Standard................................... 30
9.6 Notice of Changes -- Section 251(c)(5)................... 30
9.7 Fraud.................................................... 30
10.0 JOINT NETWORK CONFIGURATION AND GROOMING PROCESS; AND
INSTALLATION, MAINTENANCE, TESTING AND REPAIR................... 31
10.1 Joint Network Configuration and Grooming Process......... 31
10.2 Installation, Maintenance, Testing and Repair............ 31
10.3 Network Reliability Council.............................. 32
10.4 Forecasting, Requirements for Trunk Provisioning......... 32
10.5 Demand Management Forecasts.............................. 33
11.0 UNBUNDLED ACCESS -- SECTION 251(c)(3)........................... 33
11.1 Available Network Elements............................... 34
11.2 Unbundled Local Loop ("ULL") Types....................... 34
11.3 Unbundled Switching Elements............................. 36
11.4 Unbundled Inter Office Facilities........................ 36
11.5 Operations Support Systems............................... 36
11.6 Limitations on Unbundled Access.......................... 36
11.7 Availability of Other Network Elements on
an Unbundled Basis....................................... 37
11.8 Provisioning of Unbundled Local Loops.................... 38
11.9 Maintenance of Unbundled Network Elements................ 39
11.10 Other Terms and Conditions Including Rates and Charges... 40
12.0 RESALE -- SECTIONS 251(c)(4) and 251(b)(1)...................... 40
12.1 Availability of Wholesale Rates for Resale............... 40
12.2 Availability of Retail Rates for Resale.................. 40
12.3 Additional Terms Governing Resale and Use of BA Services. 40
13.0 COLLOCATION -- SECTION 251(c)(6)................................ 41
13.6 Dedicated Transit Service................................ 43
14.0 NUMBER PORTABILITY -- SECTION 251(b)(2)......................... 43
14.1 Scope.................................................... 43
14.2 Procedures for Providing INP Through Remote
Call Forwarding.......................................... 44
14.3 Procedures for Providing INP Through Route Indexing...... 45
14.4 Procedures for Providing INP Through Full NXX
Code Migration........................................... 46
14.5 Other Interim Number Portability Options................. 46
14.6 Receipt of Terminating Compensation on Traffic
to INP'ed Numbers........................................ 46
14.7 Recovery of INP Costs Pursuant to FCC Order
and Rulemaking........................................... 47
15.0 DIALING PARITY -- SECTION 251(b)(3)............................. 48
16.0 ACCESS TO RIGHTS-OF-WAY -- SECTION 251(b)(4).................... 48
17.0 DATABASES AND SIGNALING......................................... 48
18.0 COORDINATED SERVICE ARRANGEMENTS................................ 48
18.1 Intercept and Referral Announcements..................... 48
18.2 Coordinated Repair Calls................................. 49
18.3 Customer Authorization................................... 49
19.0 DIRECTORY SERVICES ARRANGEMENTS................................. 50
19.1 Directory Listings and Directory Distributions........... 50
19.2 Directory Assistance and Operator Services............... 52
19.3 Directory Assistance Call Completion..................... 53
19.4 Directory Assistance Credits............................. 54
19.5 Direct Access to Directory Assistance.................... 55
19.6 Inward Operator Services................................. 55
19.7 Operator Services........................................ 56
19.8 0+ Mechanized Operator Calls (Calling Card,
Collect, Xxxx to Third Number)........................... 57
19.9 0- Operator Handled Calls (Calling Card, Collect, Xxxx to
Third Number)............................................ 57
19.10 Operator Emergency Bulletin Service...................... 58
19.11 Operator Passthrough Service............................. 58
20.0 COORDINATION WITH TARIFF TERMS.................................. 59
21.0 INSURANCE....................................................... 60
22.0 TERM AND TERMINATION............................................ 61
23.0 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.................... 61
24.0 CANCELLATION CHARGES............................................ 62
25.0 INDEMNIFICATION................................................. 62
26.0 LIMITATION OF LIABILITY......................................... 63
27.0 PERFORMANCE STANDARDS FOR SPECIFIED ACTIVITIES.................. 64
27.1 Performance Standards.................................... 64
27.2 Performance Reporting.................................... 64
28.0 COMPLIANCE WITH LAWS; REGULATORY APPROVAL....................... 64
29.0 MISCELLANEOUS................................................... 66
29.1 Authorization............................................ 66
29.2 Independent Contractor................................... 66
29.3 Force Majeure............................................ 66
29.4 Confidentiality.......................................... 67
29.5 Choice of Law............................................ 68
29.6 Taxes.................................................... 68
29.7 Assignment............................................... 69
29.8 Billing and Payment; Disputed Amounts.................... 69
29.9 Dispute Resolution....................................... 70
29.10 Notices.................................................. 72
29.11 Section 252(i) Obligations............................... 73
29.12 Joint Work Product....................................... 73
29.13 No Third Party Beneficiaries; Disclaimer of Agency....... 73
29.14 No License............................................... 74
29.15 Technology Upgrades...................................... 75
29.16 Survival................................................. 75
29.17 Entire Agreement......................................... 75
29.18 Counterparts............................................. 75
29.19 Modification, Amendment, Supplement, or Waiver........... 75
29.20 Successors and Assigns................................... 76
29.21 Publicity and Use of Trademarks or Service Marks......... 76
29.22 Restructured/New Rates................................... 76
29.23 Integrity of XXXX ATLANTIC Network....................... 76
LIST OF SCHEDULES AND EXHIBITS
Schedule 1.0 Certain Terms As Defined in the Act
Schedule 4.0 Network Interconnection Schedule
Schedule 7.1.4 Billing Arrangements for Variable-Rated Information Services
Exhibit A Xxxx Atlantic - New York and MGC Pricing Schedule
Exhibit B Network Element Bona Fide Request
MGC COMMUNICATIONS, INC.-XXXX ATLANTIC Interconnection Agreement
INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE
TELECOMMUNICATIONS ACT OF 1996
This Interconnection Agreement under Sections 251 and 252 of the
Telecommunications Act of 1996 ("Agreement"), is effective as of the Third day
of April, 1998 (the "Effective Date"), by and between New York Telephone Company
d/b/a Xxxx Atlantic-New York ("BA" or "Xxxx Atlantic"), a New York corporation
with offices at 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx XX 00000, and MGC
Communications, Inc. ("MGC"), a Nevada corporation, with offices at 0000 Xxxxx
Xxxxxxx Xxxxx, Xxx Xxxxx, Xxxxxx 00000.
WHEREAS, the Parties want to interconnect their networks at mutually agreed
upon points of interconnection to provide Telephone Exchange Services, Switched
Exchange Access Services, and other Telecommunications Services (all as defined
below) to their respective customers;
WHEREAS, the Parties are entering into this Agreement to set forth the
respective obligations of the Parties and the terms and conditions under which
the Parties will interconnect their networks and provide other services as
required by the Act (as defined below) and additional services as set forth
WHEREAS, Sections 251, 252, and 271 of the Telecommunications Act of 1996
have specific requirements for interconnection, unbundling, and service resale,
commonly referred to as the "Checklist", and the Parties intend that this
Agreement meet those Checklist requirements.
NOW, THEREFORE, in consideration of the mutual provisions contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, MGC and BA hereby agree as follows:
This Agreement sets forth the terms, conditions and pricing under which BA
and MGC (individually, a "Party" and collectively, the "Parties") will offer and
provide to each other network Interconnection, access to Network Elements,
ancillary services, and wholesale Telecommunications Services available for
resale within each LATA in which they both operate within New York State. As
such, this Agreement is an integrated package that reflects a balancing of
interests critical to the Parties. It will be submitted to the New York Public
Service Commission, and the Parties will specifically request that the
Commission refrain from taking any action to change, suspend or otherwise delay
implementation of the Agreement. So long as the Agreement remains in effect,
neither Party shall advocate before any legislative, regulatory, or other public
forum that any terms of this Agreement be modified or eliminated, unless
mutually agreed to by the Parties.
As used in this Agreement, the following terms shall have the meanings
specified below in this Section 1.0. For convenience of reference only, the
definitions of certain terms that are As Defined in the Act (as defined below)
are set forth on Schedule 1.0. Schedule 1.0 sets forth the definitions of such
terms as of the date specified on such Schedule and neither Schedule 1.0 nor any
revision, amendment or supplement thereof intended to reflect any revised or
subsequent interpretation of any term that is set forth in the Act is intended
to be a part of or to affect the meaning or interpretation of this Agreement.
1.1 "Act" means the Communications Act of 1934 (47 U.S.C.(S)151 et seq.)
as amended by the Telecommunications Act of 1996, and as from time to time
interpreted in the duly authorized rules and regulations of the FCC or a
Commission within its state of jurisdiction.
1.2 "ADSL" or "Asymmetrical Digital Subscriber Line" is a digital loop
transmission technology which permits the transmission of up to 6 Mbps
downstream (from the CO to the end-user customer) and up to 640 kbps digital
signal upstream (from the end-user customer to the CO).
1.3 "Affiliate" is As Defined in the Act.
1.4 "Agreement" means this Interconnection Agreement under Sections 251
and 252 of the Act and all the Exhibits, Schedules, addenda, and attachments
referenced herein and/or appended hereto.
1.5 "Agreement for Switched Access Meet Point Billing" means the Agreement
for Switched Access Meet Point Billing between the Parties.
1.6 "Ancillary Traffic" means all traffic that is destined for ancillary
services, or that may have special billing requirements, including but not
limited to the following: BLV/BLVI, Directory Assistance, 911/E911, Operator
Services (IntraLATA call completion), IntraLATA third party, collect and calling
card, 800/888 database query, LIDB, and information services requiring special
billing arrangements between the Parties.
1.7 "Applicable Laws" or "Applicable Law" means all laws, regulations, and
orders applicable to each Party's performance of its obligations hereunder.
1.8 "As Defined in the Act" means as specifically defined by the Act and
as from time to time interpreted in the duly authorized rules and regulations of
the FCC or the Commission.
1.9 "As Described in the Act" means as described in or required by the
Act and as from time to time interpreted in the duly authorized rules and
regulations of the FCC or the Commission.
1.10 "Automatic Number Identification" or "ANI" means a Feature Group D
signaling parameter which refers to the number transmitted through a network
identifying the billing number of the calling party.
1.11 "Bona Fide Request" or "BFR" means the process described on Exhibit B
that prescribes the terms and conditions relating to a Party's request that the
other Party provide a BFR Item (as defined in Exhibit B) not otherwise provided
by the terms of this Agreement.
1.12 "Busy Line Verification" or "BLV" means an operator request for a
status check on the line of a called party. The request is made by one Party's
operator to an operator of the other Party. The verification of the status
check is provided to the requesting operator.
1.13 "Busy Line Verification Interrupt" or "BLVI" means a service that may
be requested and provided when Busy Line Verification has determined that a line
is busy due to an ongoing call. BLVI is an operator interruption of that ongoing
call to inform the called party that a calling party is seeking to complete his
or her call to the called party.
1.14 "Calling Party Number" or "CPN" is a Common Channel Signaling ("CCS")
parameter which refers to the number transmitted through a network identifying
the calling Party.
1.15 "Central Office Switch" means a switch used to provide
Telecommunications Services, including, but not limited to:
(a) "End Office Switch" or "End Office" is a switching entity that is
used to terminate Customer station Loops for the purpose of Interconnection
to each other and to trunks; and
(b) "Tandem Office Switch" or "Tandem Office" or "Tandem" is a
switching entity that has billing and recording capabilities and is used to
connect and switch trunk circuits between and among End Office Switches and
between and among
End Office Switches and carriers' aggregation points, points of
termination, or points of presence, and to provide Switched Exchange Access
A Central Office Switch may also be employed as a combination End
Office/Tandem Office Switch.
1.16 "CLASS Features" means certain CCS-based features available to
Customers including, but not limited to: Automatic Call Back; Call Trace; Caller
Identification; Call Return and future CCS-based offerings.
1.17 "Collocation" means an arrangement whereby one Party's (the
"Collocating Party") facilities are terminated in its equipment necessary for
Interconnection or for access to Network Elements offered by the second Party on
an unbundled basis that has been installed and maintained at the premises of a
second Party (the "Housing Party"). For purposes of Collocation, the "premises"
of a Housing Party is limited to a Housing Party Wire Center, other mutually
agreed-upon locations of the Housing Party, or any location for which
Collocation has been ordered by the FCC or Commission. Collocation may be
"physical" or "virtual". In "Physical Collocation", the Collocating Party
installs and maintains its own equipment in the Housing Party's premises. In
"Virtual Collocation", the Housing Party owns, installs, and maintains equipment
dedicated to use by the Collocating Party in the Housing Party's premises. BA
currently provides Collocation under terms, rates, and conditions as described
in tariffs on file or soon to be filed with the FCC or the Commission.
1.18 "Commission" or "PSC" means the New York State Public Service
1.19 "Common Channel Signaling" or "CCS" means the signaling system,
developed for use between switching systems with stored-program control, in
which all of the signaling information for one or more groups of trunks is
transmitted over a dedicated high-speed data link rather than on a per-trunk
basis and, unless otherwise agreed by the Parties, the CCS used by the Parties
shall be SS7.
1.20 "Competitive Local Exchange Carrier" or "CLEC" means any Local
Exchange Carrier other than BA, operating as such in BA's service territory in
New York. MGC is or will shortly become a CLEC.
1.21 "Cross Connection" means a jumper cable or similar connection
provided pursuant to Collocation at the Digital Signal Cross Connect, Main
Distribution Frame or other
suitable frame or panel between (i) the Collocating Party's equipment and (ii)
the equipment or facilities of the Housing Party.
1.22 "Customer" means a third-Party residence or business that subscribes
to Telecommunications Services provided by either of the Parties.
1.23 "Customer Proprietary Network Information" or "CPNI" is as Defined in
1.24 "Dialing Parity" is As Defined in the Act. As used in this Agreement,
Dialing Parity refers to both Local Dialing Parity and Toll Dialing Parity.
"Local Dialing Parity" means the ability of Telephone Exchange Service Customers
of one LEC to select a provider and make local calls without dialing extra
digits. "Toll Dialing Parity" means the ability of Telephone Exchange Service
Customers of a LEC to place toll calls (inter or IntraLATA) which are routed to
a toll carrier (IntraLATA or InterLATA) of their selection without dialing
access codes or additional digits and with no unreasonable dialing delay.
1.25 "Digital Signal Level" means one of several transmission rates in the
time-division multiplex hierarchy.
1.26 "Digital Signal Level 0" or "DS0" means the 64 Kbps zero-level signal
in the time-division multiplex hierarchy.
1.27 "Digital Signal Level 1" or "DS1" means the 1.544 Mbps first-level
signal in the time-division multiplex hierarchy. In the time-division
multiplexing hierarchy of the telephone network, DS1 is the initial level of
1.28 "Digital Signal Level 3" or "DS3" means the 44.736 Mbps third-level
in the time-division multiplex hierarchy. In the time-division multiplexing
hierarchy of the telephone network, DS3 is defined as the third level of
1.29 "Exchange Access" is As Defined in the Act.
1.30 "Exchange Message Record" or "EMR" means the standard used for
exchange of telecommunications message information among Telecommunications
Carriers for billable, nonbillable, sample, settlement and study data. EMR
format is contained in Bellcore Practice BR-010-200-010 XXXX Exchange Message
Record, a Xxxx Communications Research, Inc. ("Bellcore") document that defines
industry standards for Exchange Message Records.
1.31 "FCC" means the Federal Communications Commission.
1.32 "FCC Regulations" means Title 47 of the Code of Federal Regulations.
1.33 "Fiber Meet" means an Interconnection architecture method whereby the
Parties physically Interconnect their networks via an optical fiber interface
(as opposed to an electrical interface) at a mutually agreed upon location.
1.34 HDSL is a digital loop transmission technology which permits the
transmission of up to 768 kbps simultaneously in both directions on a single
non-loaded, twisted copper pair or up to 1544 kbps simultaneously in both
directions on two non-loaded, twisted copper pairs.
1.35 "Incumbent Local Exchange Carrier" or "ILEC" is As Defined in the
Act. For purposes of this Agreement, BA is an Incumbent Local Exchange Carrier.
1.36 "Independent Telephone Company" or "ITC" means any entity other than
BA which, with respect to its operations within [STATE), is an Incumbent Local
1.37 "Information Services" is As Defined in the Act.
1.38 "Information Service Traffic" means Local Traffic or IntraLATA Toll
Traffic which originates on a Telephone Exchange Service line and which is
addressed to an information service provided over a Party's switched voice
information services platform (i.e., 976, 550, 540, 970, 940).
1.39 "Inside Wire" or "Inside Wiring" means all wire, cable, terminals,
hardware, and other equipment or materials on the Customer's side of the Rate
1.40 "Integrated Digital Loop Carrier" or "IDLC" means a subscriber loop
carrier system which integrates within the switch at a DS1 level that is twenty-
four (24) loop transmission paths combined into a 1.544 Mbps digital signal.
1.41 "Integrated Services Digital Network" or "ISDN" means a switched
network service that provides end-to-end digital connectivity for the
simultaneous transmission of voice and data. Basic Rate Interface-ISDN (BRI-
ISDN) provides for a digital transmission of two 64 Kbps bearer channels and one
16 Kbps data and signaling channel (2B+D). Primary Rate Interface-ISDN ("PRI-
ISDN") provides for digital transmission of twenty three (23) 64 kbps bearer
channels and one (1) 64 kpbs data and signaling channel (23 B+D).
1.42 "Interconnection" is As Described in the Act and refers to the
connection of separate pieces of equipment or transmission facilities within,
between, or among networks for the purpose of transmission and routing of
Telephone Exchange Service traffic and Exchange Access traffic.
1.43 "Interexchange Carrier" or "IXC" means a carrier that provides,
directly or indirectly, InterLATA or IntraLATA Telephone Toll Services.
1.44 "Interim Telecommunications Number Portability" or "INP" is As
Described in the Act.
1.45 "InterLATA Service" is As Defined in the Act.
1.46 "IntraLATA Toll Traffic" means those intraLATA calls that are not
defined as Local Traffic in this Agreement.
1.47 "Line Side" means an End Office Switch connection that provides
transmission, switching and optional features suitable for Customer connection
to the public switched network, including loop start supervision, ground start
supervision, and signaling for basic rate ISDN service.
1.48 "Local Access and Transport Area" or "LATA" is As Defined in the Act.
1.49 "Local Exchange Carrier" or "LEC" is As Defined in the Act. The
Parties to this Agreement are or will shortly become Local Exchange Carriers.
1.50 "Local Traffic", means traffic that is originated by a Customer of
one Party on that Party's network and terminates to a Customer of the other
Party on that other Party's network, within a given local calling area, or
expanded area service ("EAS") area, as defined in BA's effective Customer
tariffs, or, if the Commission has defined local calling areas applicable to all
LEC's, then as so defined by the Commission.
1.51 "Main Distribution Frame" or "MDF" means the ultimate point at which
outside plant facilities terminate within a Wire Center, for interconnection to
other telecommunications facilities within the Wire Center.
1.52 "Meet-Point Billing" or "MPB" means the process whereby each Party
bills the appropriate tariffed rate for its portion of a jointly provided
Switched Exchange Access Service as agreed to in the Agreement for Switched
Access Meet Point Billing.
1.53 "Network Element" is As Defined in the Act.
1.54 "Network Interface Device" or "NID" means the BA-provided interface
terminating BA's telecommunications network on the property where the Customer's
service is located at a point determined by BA.
1.55 "North American Numbering Plan" or "NANP" means the numbering plan
used in the United States, Canada, Bermuda, Puerto Rico and certain Caribbean
Islands. The NANP format is a 10-digit number that consists of a 3-digit NPA
code (commonly referred to as the area code), followed by a 3-digit NXX code and
4-digit line number.
1.56 "Numbering Plan Area", or "NPA" is also sometimes referred to as an
area code. there are two general categories of NPAs. "Geographic NPAs" and "Non-
Geographic NPAs". A Geographic NPA is associated with a defined geographic area,
and all telephone numbers bearing such NPA are associated with services provided
within that geographic area. A Non-Geographic NPA, also known as a "Service
Access Code" or "SAC Code", is typically associated with a specialized
telecommunications service which may be provided across multiple geographic NPA
areas; 800, 900, 700, 500 and 888 are examples of Non-Geographic NPAs.
1.57 "Number Portability" or "NP" is As Defined in the Act.
1.58 "NXX", "NXX Code", or "End Office Code" means the three-digit switch
entity indicator (i.e. the first three digits of a seven digit telephone
1.59 "Party" means either BA or MGC and "Parties" means BA and MGC.
1.60 "Permanent Number Portability" or "PNP" means the use of a database
or other technical solution that comports with regulations issued by the FCC to
provide Number Portability for all customers and service providers.
1.61 "Port Element" or "Port" means a termination on a Central Office
Switch that permits Customers to send or receive Telecommunications over the
public switched network, but does not include switch features or switching
1.62 "POT Bay" or "Point of Termination Bay" means the intermediate
distributing frame system which serves as the point of demarcation for
1.63 "Rate Center" or "Rate Center Area" or "Exchange Area" means the
geographic area that has been identified by a given LEC as being associated with
a particular NPA-NXX code which has been assigned to the LEC for its provision
of Telephone Exchange Services. The Rate Center Area is the exclusive geographic
area which the LEC has identified as the area within which it will provide
Telephone Exchange Services bearing the particular NPA-NXX designation
associated with the specific Rate Center Area. A "Rate Center Point" is the
finite geographic point identified by a specific V&H coordinate (as defined in
Bellcore Special Report SR-TSV-002275), located within the Rate Center Area and
used by that LEC to measure distance for the purpose of billing Customers for
distance sensitive Telephone Exchange Services and Toll Traffic. Rate Centers
will be identical for each Party until such time as MGC is permitted by an
appropriate regulatory body to create its own Rate Centers within an area.
1.64 "Rate Demarcation Point" means the point where network access
recurring charges and BA responsibility stop and beyond which Customer
responsibility begins, determined in accordance with FCC rules and BA standard
1.65 "Rating Point" or "Routing Point" means a specific geographic point
identified by a specific V&H coordinate. The Rating Point is used to route
inbound traffic to specified NPA-NXXs and to calculate mileage measurements for
the distance-sensitive transport charges of switched access services. Pursuant
to Xxxx Communications Research, Inc. ("Bellcore") Practice BR 000-000-000 (the
"Bellcore Practice"), the Rating Point may be an End Office location. or a "LEC
Consortium Point of Interconnection." Pursuant to that same Bellcore Practice,
each "LEC Consortium Point of Interconnection" shall be designated by a common
language location identifier ("CLLI") code with (x)KD in positions 9, 10, 11,
where (x) may be any alphanumeric A-Z or 0-9. The Rating Point must be located
within the LATA in which the corresponding NPA-NXX is located. However, the
Rating Point associated with each NPA-NXX need not be the same as the
corresponding Rate Center Point, nor must it be located within the corresponding
Rate Center Area, nor must there be a unique and separate Rating Point
corresponding to each unique and separate Rate Center.
1.66 "Reciprocal Compensation" is As Described in the Act, and refers to
the payment arrangements that recover costs incurred for the transport and
termination of Reciprocal Compensation Traffic originating on one Party's
network and terminating on the other Party's network.
1.67 "Reciprocal Compensation Call" or "Reciprocal Compensation Traffic"
means a Telephone Exchange Service Call completed between the Parties, which
qualifies for Reciprocal Compensation pursuant to the terms of this Agreement
and prevailing Commission or FCC rules that may exist.
1.68 "Route Indexing" means the provision of Interim Number Portability
through the use of direct trunks provisioned between end offices of BA and MGC
over which inbound traffic to a ported number will be routed.
1.69 "Service Control Point" or "SCP" means a node in the Common Channel
Signaling network to which informational requests for service handling, such as
routing, are directed and processed. The SCP is a real time database system
that, based on a query from a service switching point and via a Signaling
Transfer Point, performs subscriber or application-specific service logic, and
then sends instructions back to the SSP on how to continue call processing.
1.70 "Signaling Transfer Point" or "STP" means a specialized switch that
provides SS7 network access and performs SS7 message routing and screening.
1.71 "Single Xxxx/Multiple Tariff' shall mean that one xxxx is rendered to
the IXC from all LECs who are jointly providing access service. A single xxxx
consists of all rate elements applicable to access services billed on one
statement of charges under one billing account number using each Party's
appropriate access tariffs. The xxxx could be rendered by or on behalf of,
either of the Parties.
1.72 "Strapping" means the act of installing a permanent connection
between a point of termination bay and a collocated interconnector's physical
1.73 "Switched Access Detail Usage Data" means a category 1101XX record as
defined in the EMR Bellcore Practice BR-010-200-100.
1.74 "Switched Access Summary Usage Data" means a category 1150XX record
as defined in the EMR Bellcore Practice BR-010-200-010.
1.75 "Switched Exchange Access Service" means the offering of transmission
or switching services to Telecommunications Carriers for the purpose of the
origination or termination of Telephone Toll Service. Switched Exchange Access
Services include but may not
be limited to: Feature Group A, Feature Group B, Feature Group D, 700 access,
800 access, 888 access, and 900 access.
1.76 "Switching Element" is the unbundled Network Element that provides a
CLEC the ability to use switching functionality in a BA End Office switch,
including all vertical services that are available on that switch, to provide
Telephone Exchange Service to its end user customer(s).
1.77 "Synchronous Optical Network" or "SONET" means an optical interface
standard that allows inter-networking of transmission products from multiple
vendors. The base transmission rate is 51.84 Mbps (OC-1/STS-1) and higher rates
are direct multiples of the base rate.
1.78 "Tariff" means any applicable federal or state tariff of a Party, or
standard agreement or other document that sets forth the generally available
terms and conditions, each as may be amended by the Party from time to time,
under which a Party offers a particular service, facility, or arrangement. A
Tariff shall not include BA's "Statement of Generally Available Terms and
Conditions for Interconnection, Unbundled Network Elements, Ancillary Services
and Resale of Telecommunications Services" which has been approved or is pending
approval by the Commission pursuant to Section 252(f) of the Communications Act
of 1934, 47 U.S.C. (S)252(f).
1.79 "Technically Feasible Point" is As Described in the Act.
1.80 "Telecommunications" is As Defined in the Act.
1.81 "Telecommunications Act" means the Telecommunications Act of 1996 and
any rules and regulations promulgated thereunder.
1.82 "Telecommunications Carrier" is As Defined in the Act.
1.83 "Telecommunications Service" is As Defined in the Act.
1.84 "Telephone Exchange Service" sometimes also referred to as "Exchange
Service," is As Defined in the Act. Telephone Exchange Service generally
provides the Customer with a telephonic connection to, and a unique telephone
number address on, the public switched telecommunications network, and enables
such Customer to place or receive calls to all other stations on the public
switched telecommunications network.
1.85 "Telephone Exchange Service Call" or "Telephone Exchange Service
Traffic" means a call completed between two Telephone Exchange Service Customers
of the Parties located in the same LATA, originated on one Party's network and
terminated on the other Party's network where such call was not carried by a
third Party as either a presubscribed call (1+) or a casual dialed (10XXX) or
(101XXX) call. Telephone Exchange Service Traffic is transported over Traffic
1.86 "Telephone Toll Service" (or "Toll Traffic"), is as defined in the
1.87 "Transit Traffic" means any traffic that originates from or
terminates at MGC's network, "transits" BA's network substantially unchanged,
and terminates to or originates from a third carrier's network, as the case may
be. "Transit Service" provides MGC with the ability to use its connection to a
BA Tandem for the delivery of calls which originate or terminate with MGC and
terminate or originate from a carrier other than BA, such as another CLEC, a LEC
other than BA, or a wireless carrier. In these cases, neither the originating
nor terminating Customer is a Customer of BA. This service is provided through
BA's Tandems and applies only where the terminating End Office of the third
carrier subtends the BA Tandem. "Transit Traffic" and "Transit Service" do not
include or apply to traffic that is subject to an effective Meet-Point Billing
1.88 "Trunk Side" means a Central Office Switch connection that is capable
of, and has been programmed to treat the circuit as, connecting to another
switching entity (e.g. another carrier's network). Trunk Side connections offer
those transmission and signaling features appropriate for the connection of
1.89 "Unbundled Local Loop" or "ULL" or "Loop" means a transmission path
that extends from the Main Distribution Frame, DSX panel or functionally
comparable piece of equipment in the Customer's serving End Office to the Rate
Demarcation Point (or network interface device (NID) if installed) in or at a
Customer's premises. The actual loop transmission facilities used to provide an
ULL may utilize any of several technologies.
1.90 "Undefined Terms" means the Parties acknowledge that terms may appear
in this Agreement which are not defined and agree that any such terms shall be
construed in accordance with their customary usage in the telecommunications
industry as of the effective date of this Agreement, except that any undefined
term herein shall be interpreted in accordance with the definition or its use in
the FCC Interconnection Order and the FCC Further Interconnection Order.
1.91 "Voice Grade" means either an analog signal of 300 to 3000 Hz or a
digital signal of 56/64 kilobits per second. When referring to digital voice
grade service (a 56/64 kbps channel), the terms "DS-0" or "sub-DS-1" may also be
1.92 "Wire Center" means a building or portion thereof in which a Party
has the exclusive right of occupancy and which serves as Routing Point for
Switched Exchange Access Service.
2.0 INTERPRETATION AND CONSTRUCTION
2.1 All references to Sections, Exhibits and Schedules shall be deemed to
be references to Sections of, and Exhibits and Schedules to, this Agreement
unless the context shall otherwise require. The headings used in this Agreement
are inserted for convenience of reference only and are not intended to be a part
of or to affect the meaning of this Agreement. Unless the context shall
otherwise require, any reference to any agreement, other instrument (including
BA or other third Party offerings, guides or practices), statute, regulation,
rule or tariff is to such agreement, instrument, statute, regulation, or rule or
tariff as amended and supplemented from time to time (and, in the case of a
statute, regulation, rule or tariff, to any successor provision).
2.2 Subject to the terms set forth in Section 20 regarding rates and
charges, each Party hereby incorporates by reference those provisions of its
tariffs that govern the provision of any of the services or facilities provided
hereunder. If any provision of this Agreement and an applicable tariff cannot
be reasonably construed or interpreted to avoid conflict, the provision
contained in this Agreement shall prevail, provided that in all cases the more
specific shall prevail over the more general. If any provision contained in
this main body of the Agreement and any Schedule or Exhibit hereto cannot be
reasonably construed or interpreted to avoid conflict, the provision contained
in this main body of the Agreement shall prevail. The fact that a condition,
right, obligation, or other term appears in this Agreement but not in any such
tariff shall not be interpreted as, or be deemed grounds for finding, a conflict
for purposes of this Section 2.
This Agreement sets forth the terms and conditions under which MGC can
obtain access to Unbundled Network Elements, Resale and Interconnection from BA,
consistent with the rights and obligations set forth in the Act, in order for
MGC to provide Telecommunication Services to its own customers. MGC warrants
and represents that it is a Telecommunications Carrier ("TC")
under the Act. Each Party is solely responsible for the services it provides to
its Customers and to other Telecommunications Carriers.
4.0 INTERCONNECTION PURSUANT TO SECTION 251(c)(2)
The types of Traffic to be exchanged under this Agreement shall be Local
Traffic, IntraLATA Toll (and InterLATA Toll, as applicable) Traffic, Transit
Traffic, Meet Point Billing Traffic, and Ancillary Traffic. Subject to the
terms and conditions of this Agreement, Interconnection of the Parties
facilities and equipment pursuant to this Section 4.0 for the transmission and
routing of Telephone Exchange Service traffic and Exchange Access traffic shall
be established on or before the corresponding "Interconnection Activation Date"
shown for each such LATA within the State of New York on Schedule 4.0. Schedule
4.0 may be revised and supplemented from time to time upon the mutual agreement
of the Parties to reflect additional or changed Interconnection Points in New
York State pursuant to subsection 4.4 by attaching one or more supplementary
addenda to such Schedule. Interconnection in the LATA shall be accomplished
through either (i) Collocation as provided in Section 13.0, (ii) a Fiber Meet as
provided in subsection 4.2, (iii) any other Interconnection method provided by
applicable tariff, law, rule or regulation, or (iv) any other Interconnection
method to which the Parties may agree.
4.1 Section 4 describes the architecture for interconnection of the
Parties' facilities and equipment over which the Parties shall configure the
following separate and distinct trunk groups:
Traffic Exchange Trunks for the transmission and routing of
terminating Local Traffic, Transit Traffic, translated LEC IntraLATA 800/888
traffic, IntraLATA Toll Traffic, and, where agreed to between the Parties and as
set forth in subsection 5.3.3 below, InterLATA Toll Traffic between their
respective Telephone Exchange Service customers pursuant to Section 251(c)(2) of
the Act, in accordance with Section 5 below;
Access Toll Connecting Trunks for the transmission and routing of
Exchange Access traffic, including translated InterLATA 800/888 traffic, between
MGC Telephone Exchange Service customers and purchasers of Switched Exchange
Access Service via a BA Tandem, pursuant to Section 251(c)(2) of the Act, in
accordance with Section 6 below;
Information Services Trunks for the transmission and routing of
terminating Information Services Traffic in accordance with Section 7 below;
BLV/BLVI Trunks for the transmission and routing of terminating
BLV/BLVI traffic, in accordance with Section 19 below;
911/E911 Trunks for the transmission and routing of terminating
E911/911 traffic, in accordance with Section 7 below;
Directory Assistance Trunks for the transmission and routing of
terminating directory assistance traffic, in accordance with Section 19.0 below;
Operator Services (IntraLATA call completion) Trunks for the
transmission and routing of terminating IntraLATA call completion traffic, in
accordance with Section 19.0 below;
Choke Trunks for traffic congestion and testing; and
Others as may be requested and agreed to by the Parties.
4.1.2 The Parties shall configure separate trunk groups (as described
in subsection 4.1.1 above) for traffic from MGC to BA, and for traffic from BA
to MGC, respectively; however, the trunk groups shall be equipped as two-way
trunks for testing purposes. As provided in Section 10 below, the Parties agree
to consider as part of the Joint Grooming Process the feasibility of combining
any of the separate trunk groups into a single two-way trunk group.
4.2 Physical Architecture
In each LATA identified on Schedule 4.0, MGC and BA shall utilize the
Interconnection points designated in such Schedule to configure a network
Interconnection arrangement under a joint network configuration and Grooming
Process ("Joint Grooming Process" as defined in Section 10.1). Both Parties
will endeavor to provision a diverse, reliable network that incorporates the
most practicable technologies.
4.2.1 Network architecture shall be defined under the Joint
4.2 The Parties shall establish physical Interconnection
points at the locations designated on Schedule 4.0. Points on the MGC
network from which MGC will provide transport and termination of
traffic are designated as the MGC
Interconnection Points ("MGC-IP" or "[C]-IP"). Points on the BA
network from which BA will provide transport and termination of
traffic are designated as the BA Interconnection Points ("BA-IP").
Additional Interconnection points may be established by mutual
agreement of both parties at any technically feasible points
consistent with Act.
184.108.40.206 Each Party will provide owned or leased facilities to
deliver traffic originated on its respective networks to the
designated Interconnection Points of the other Party's network. The
Party terminating the traffic will be responsible for all transport
and termination of calls beyond the designated Interconnection point.
4.2.2 The Parties may implement one of the following configurations
as part of the Joint Grooming Process, unless an alternative plan is mutually
agreed to by both Parties.
(a) a jointly maintained SONET network, in which each Party is
responsible for the procurement, installation, and
maintenance of mutually agreed-upon Optical Line Terminating
Multiplexer ("OLTM") equipment at its respective premises.
Additionally, each Party will be responsible for the
installation and maintenance of one-half of a fiber optic
(b) Interconnection of networks at an optical level via a Fiber
Meet or other comparable means.
4.3 Technical Specifications
4.3.1 MGC and BA shall work cooperatively to install and maintain
a reliable network. MGC and BA shall exchange appropriate information (e.g.,
maintenance contact numbers, network information, information required to comply
with law enforcement and other security agencies of the Government and such
other information as the Parties shall mutually agree) to achieve this desired
4.3.2 MGC and BA shall work cooperatively to apply sound network
management principles by invoking network management controls to alleviate or to
4.3.3 The publication "Bellcore Technical Publication GR-342-CORE;
High Capacity Digital Special Access Service, Transmission Parameter Limits and
Interface Combinations" describes the practices, procedures, specifications and
interfaces generally utilized by BA and is referenced herein to assist the
Parties in meeting their respective Interconnection responsibilities related to
4.4 Interconnection in Additional LATAs
4.4.1 If MGC determines to offer Telephone Exchange Services in
any other LATA in which BA also offers Telephone Exchange Services in New York
State, MGC shall provide written notice to BA of the need to establish
Interconnection in such LATA pursuant to this Agreement.
4.4.2 The notice provided in subsection 4.4.1 shall include (i)
the initial Rating Point MGC has designated in the new LATA; (ii) MGC's
requested Interconnection Activation Date; and (iii) a non-binding forecast of
MGC's trunking requirements.
4.4.3 Unless otherwise agreed by the Parties, the Parties shall
designate the Wire Center(s) MGC has identified as its initial Rating Point(s)
in the LATA as the MGC-IP(s) in that LATA and shall designate the BA Tandem
Office Wire Center within the LATA nearest to the MGC-IP (as measured in airline
miles utilizing the V&H coordinates method as defined in Bellcore Special Report
SR-TSV-002275) as the BA-IP in that LATA.
5.0 TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE TRAFFIC PURSUANT
TO SECTION 251(c)(2)
5.1 Scope of Traffic
Section 5.0 prescribes parameters for trunk groups (the "Traffic Exchange
Trunks") to be effected over the Interconnections specified in Section 4.0 for
the transmission and routing of Local Traffic, Transit Traffic, translated LEC
IntraLATA 800/888 traffic, InterLATA Toll Traffic (to the extent applicable),
and IntraLATA Toll Traffic between the Parties' respective Telephone Exchange
5.2 Switching System Hierarchy
5.2.1 For purposes of this Section 5.0, each of the following
Central Office Switches shall be designated as a "Primary Switch":
(a) Each Tandem Office BA operates in the LATA;
(b) The initial switch MGC employs to provide Telephone Exchange
Service in the LATA;
(c) Any Tandem Office MGC may establish for provision of Exchange
Access in the LATA;
(d) Any additional switch MGC may subsequently employ to provide
Telephone Exchange Service in the LATA which MGC may at its sole
option designate as a Primary Switch; provided that the total
number of MGC Primary Switches for a LATA may not exceed the
total number of BA Primary Switches for that LATA. To the extent
MGC chooses to designate any additional switch as a Primary
Switch, it shall provide notice to BA of such designation at
least ninety (90) days in advance of the date on which MGC
activates such switch as a Primary Switch; and
(e) Any additional tandem switch BA may subsequently employ to
provide access and/or sector traffic capacity within a LATA.
Traffic destined to sub-tending Secondary Switches routed via
such a tandem(s) would be determined by network requirements and
notice made available to all LECs at least one hundred and eighty
(180) days prior to service introduction.
5.2.2 For purposes of this Section 5.0, each of the following
Central Office Switches shall be designated as a "Secondary Switch".
(a) Each Central Office Switch operated by the Parties which is not
designated as a Primary Switch pursuant to Section 5.2.1 shall be
designated as a "Secondary Switch".
(b) A geographically relevant End Office or functional equivalent, at
a technically feasible IP established by one Party at the other
Party's request (collectively, a "Virtual End Office"). For
purposes of this Agreement, a "geographically relevant" IP shall
mean an IP that is located within the same Rate Center Area as
the NXX's to which traffic is to be terminated are assigned, or,
with the mutual agreement of the Parties, an existing and
currently utilized IP within the LATA but outside the applicable
Rate Center Area. If after sixty (60) days following said
request, the Parties have been unable to reach agreement on the
additional Interconnection Point(s), then either Party may file a
complaint with the Commission to resolve such impasse or pursue
any other remedy available under law or equity.
5.2.3 For purposes of MGC routing traffic to BA, the sub-tending
arrangements between BA Primary Switches and BA Secondary Switches shall be the
same as the Tandem/End Office sub-tending arrangements which BA maintains for
the routing of its own or other carriers' traffic. For purposes of BA routing
traffic to MGC, the sub-tending arrangements between MGC Primary Switches and
MGC Secondary Switches shall be the same as the Tandem/End Office sub-tending
arrangements which MGC maintains for the routing of its own or other carriers'
5.3 Trunk Group Architecture and Traffic Routing
The Parties shall jointly engineer and configure Traffic Exchange Trunks
over the physical Interconnection arrangements where such arrangements exist for
the transport and termination of Telephone Exchange Service Traffic as follows:
5.3.1 The Parties shall each initially configure a separate two-way
trunk group as direct transmission path between each MGC Primary Switch and each
BA Primary Switch.
5.3.2 Notwithstanding anything to the contrary in this Section 5.0,
if the individual trunk group volumes between any two Central Office Switches
(whether Primary-Primary, Primary-Secondary, or Secondary-Secondary)
consistently exceed the blocking parameters established in the Joint Grooming
Process, the Parties will augment such trunk groups so as to achieve established
service objectives. Such augmentation shall be consistent with established
network design methods using modular trunk engineering techniques where
5.3.3 BA and MGC will allow each other to route their intrastate and
interstate switched access service traffic over the Traffic Exchange Trunk
Groups, pursuant to the rates, terms and conditions specified in each Party's
effective intrastate and interstate access tariffs or at Generally available and
prevailing rates, terms and conditions.
Each Party will provide the other Party with access to its databases and
associated signaling necessary for the routine and completion of the other
Party's traffic in accordance with the following, provisions, and with Section
5.4.1 Where available, CCS signaling shall be used by the Parties to
set up calls between the Parties' Telephone Exchange Service networks. If CCS
signaling is unavailable, MF ("Multi-Frequency") signaling shall be used by the
Parties. Each Party shall charge the other Party equal and reciprocal rates for
CCS signaling in accordance with applicable tariffs.
5.4.2 The publication "Bellcore Special Report SR-TSV-002275, BOC
Notes on the LEC Networks-Signaling" describes the practices, procedures and
specifications Generally utilized by BA for signaling, purposes and is
referenced herein to assist the Parties in meeting their respective
Interconnection responsibilities related to signaling.
5.4.3 The Parties will cooperate on the exchange of Transactional
Capabilities Application Part ("TCAP") messages to facilitate interoperability
of CCS-based features between their respective networks, including all CLASS
features and functions, to the extent each Party offers such features and
functions to its Customers. All CCS signaling parameters will be provided
including, calling Party number ("CPN"), originating line information ("OLI"),
calling Party category and charge number.
5.4.4 Upon request, each Party shall provide trunk groups where
available that are configured utilizing the B8ZS ESF protocol for 64 Kbps clear
channel transmission to allow for ISDN interoperability between the Parties'
5.5 Grades of Service
The Parties shall engineer and shall jointly monitor and enhance all trunk
groups consistent with the Joint Grooming Process as set forth in Section 10.
5.6 Measurement and Billing
5.6.1 For billing purposes, each Party shall pass Calling Party
Number ("CPN") information on each call carried over the Traffic Exchange
Trunks; provided, however, that so long as the percentage of calls passed with
CPN is greater than ninety percent (90%), all calls exchanged without CPN
information shall be billed as either Local Traffic or IntraLATA Toll Traffic in
direct proportion to the minutes of use of calls exchanged with CPN information.
5.6.2 Measurement of billing minutes (except for originating 800/888
calls) shall be in actual conversation seconds. Measurement of billing minutes
for originating 800/888 calls shall be in accordance with applicable tariffs.
5.6.3 Where CPN is not available in a LATA for greater than ten
percent (10%) of the traffic, the Party sending the traffic shall provide
factors to determine the jurisdiction, as well as local vs. toll distinction, of
the traffic. Such factors shall be supported by call record details that will
be made available for review upon request when a Party is passing CPN but the
receiving Party is not properly receiving or recording the information. The
Parties shall cooperatively work to correctly identify the traffic, and
establish a mutually agreeable mechanism that will prevent improperly rated
traffic. Notwithstanding this, if any improperly rated traffic occurs, the
Parties agree to reconcile it.
5.7 Reciprocal Compensation Arrangements -- Section 251(b)(5)
5.7.1 Reciprocal Compensation only applies to the transport and
termination of Reciprocal Compensation Traffic billable by BA or MGC which a
Telephone Exchange Service Customer originates on BA's or MGC's network for
termination on the other Party's network within the same LATA except as provided
in Section 5.7.6 below.
5.7.2 The Parties shall compensate each other for transport and
termination of Reciprocal Compensation Traffic in an equal and symmetrical
manner for the application of rates as provided in the Pricing Schedule (Exhibit
A hereto).These rates are to be applied at the MGC-IP for traffic delivered by
BA, and at the BA-IP for traffic delivered by MGC. Tandem rates will be applied
for traffic terminated to a Primary Switch; End Office rates will be applied for
traffic terminated to a Secondary Switch. No additional charges, including port
or transport charges, shall apply for the termination of Reciprocal Compensation
Traffic delivered to the MGC-IP or the BA-IP. When Reciprocal Compensation
Traffic is terminated over the same trunks as Switched Exchange Access Service,
any port or transport or other applicable access charges
related to the Switched Exchange Access Service shall be prorated to be applied
only to such other Switched Exchange Access Service.
5.7.3 The Reciprocal Compensation arrangements set forth in this
Agreement are not applicable to Switched Exchange Access Service or to any other
IntraLATA or InterLATA calls originated on a third party carrier's network on a
1+ presubscribed basis or a casual dialed (10XXX or 101XXXX) basis. All
Switched Exchange Access Service and all Toll Traffic shall continue to be
governed by the terms and conditions of the applicable federal and state Tariffs
or the terms and conditions of section 6.3, if applicable. Similarly, the
Parties agree that the issue of what, if any, compensation is applicable to
traffic handed off from one Party to the other Party, within a BA local calling
area (or other calling area otherwise applicable for Reciprocal Compensation),
for delivery to an Internet Service Provider (ISP) for carriage over the
Internet is currently pending before the FCC. Until such time as the issue is
resolved by the FCC or by an applicable order of the Commission or Court with
jurisdiction over the appropriate compensation for such traffic exchange, the
Parties agree that the Reciprocal Compensation arrangements contained in this
subsection 5.7 shall not apply to such traffic. To the extent that either Party
is unable to measure the volume of such traffic, the Parties agree to work
cooperatively to estimate such traffic volume. Unless otherwise provided under
Applicable Law, Reciprocal Compensation arrangements shall apply to IntraLATA
Toll Traffic originated on one Party's network and delivered by that Party to
the other Party's network.
5.7.4 The rates for termination of Reciprocal Compensation Traffic
are set forth in Exhibit A which is incorporated by reference herein.
5.7.5 The designation of Traffic as Local or Toll for purposes of
compensation shall be based on the actual originating and terminating points of
the complete end-to-end call, regardless of the entities involved in carrying
any segment of the call.
5.7.6 Compensation for transport and termination of all traffic
which is subject to performance of INP by one Party for the other Party pursuant
to Section 14.0 shall be as specified in subsection 14.6.
5.7.7 Each Party reserves the right to measure and audit all
Reciprocal Compensation Traffic, up to a maximum of two audits per calendar
year, to ensure that proper rates are being applied appropriately, provided,
however, that either Party shall have the right to conduct additional audit(s)
if the preceding audit disclosed material errors or discrepancies. Each Party
agrees to provide the necessary Reciprocal Compensation Traffic data or permit
Party's recording equipment to be installed for sampling purposes in conjunction
with any such audit.
5.7.8 When either Party delivers seven (7) or ten (10) digit
translated IntraLATA toll-free service access codes (e.g., 800/888) service to
the other Party for termination, the originating Party shall provide the
terminating Party with billing records in industry standard format (EMR) if
required by the terminating Party. The originating Party may xxxx the
terminating, Party for the delivery of the traffic at local reciprocal
compensation rates. The terminating Party may not xxxx the originating Party
reciprocal compensation under this Agreement. The Party that is providing the
toll-free service access codes (e.g. 800/888) service shall pay the database
inquiry charge per the Pricing Schedule to the Party that performed the database
6.0 TRANSMISSION AND ROUTING OF EXCHANGE ACCESS TRAFFIC PURSUANT TO 251(c)(2)
6.1 Scope of Traffic
Section 6.0 prescribes parameters for certain trunk groups ("Access Toll
Connecting Trunks") to be established over the Interconnections specified in
Section 4.0 for the transmission and routing of Exchange Access traffic between
MGC's Telephone Exchange Service Customers and Interexchange Carriers ("IXC's").
6.2 Trunk Group Architecture and Traffic Routing
6.2.1 The Parties shall jointly establish Access Toll Connecting
Trunks by which they will jointly provide tandem-transported Switched Exchange
Access Services to Interexchange Carriers to enable such Interexchange Carriers
to originate and terminate traffic from/to MGC's Customers.
6.2.2 Access Toll Connecting Trunks shall be used solely for the
transmission and routing of Exchange Access to allow MGC's Customers to connect
to or be connected to the interexchange trunks of any Interexchange Carrier
which is connected to a BA Tandem.
6.2.3 The Access Toll Connecting Trunks shall be two-way trunks
connecting an End Office Switch MGC utilizes to provide Telephone Exchange
Service and Switched Exchange Access in a given LATA to a Tandem Switch BA
utilizes to provide Exchange Access in such LATA.
6.2.4 The Parties shall jointly determine which BA Tandem(s) will be
subtended by each MGC End Office Switch. MGC's end office switch shall sub-tend
the BA Tandem that would have served the same rate center on BA's network.
6.3 Meet-Point Billing Arrangements
6.3.1 Meet-Point Billing arrangements between the Parties for
jointly-provided Switched Exchange Access Services on Access Toll Connecting
Trunks will be governed by the terms and conditions of a mutually agreeable
arrangement which the Parties will work to develop.
6.3.2 With respect to the Meet Point Billing arrangements, until and
unless changed by the FCC on a going forward basis, MGC shall retain one hundred
percent (100%) of the Residual Interconnection Charge in instances in which MGC
provides the end office switching.
7.0 TRANSPORT AND TERMINATION OF OTHER TYPES OF TRAFFIC
7.1 Information Services Traffic
The following provisions shall apply only to MGC-originated Information
Services Traffic directed to an information services platform connected to BA's
network. At such time as MGC connects information services platforms to its
network, the Parties shall agree upon a comparable arrangement for BA-originated
Information Services Traffic. The Information Services Traffic subject to the
following provisions is switched voice traffic, delivered to service providers
who offer recorded announcement information or open discussion information
programs to the general public; it is not Internet traffic.
7.1.1 MGC shall have the option to route Information Services
Traffic that originates on its own network to the appropriate information
services platform(s) connected to BA's network. In the event MGC exercises such
option, MGC will establish a dedicated trunk group to the BA information
services serving switch. This trunk group will be utilized to allow MGC to route
information service traffic originated on its network to BA.
Where MGC serves a Customer through the purchase of a BA unbundled Port
Element, information service traffic from that Customer may be routed over BA
information service trunks on a shared basis.
7.1.2 Nothing in this Agreement shall restrict either Party from
offering or obviate either Party's obligations, if any, under Applicable Laws,
to offer to its Telephone Exchange Service Customers the ability to block the
completion of Information Service Traffic.
7.1.3 For calls to an "Information Mass Announcement Service"
("IMAS"), which service is only available in the New York Metro LATA (LATA 132),
MGC shall xxxx and collect the information services provider charges as defined
in the existing New York PSC No. 900 Tariff, as may be amended from time to
time. BA will xxxx MGC for such charges less the Information Services Billing
and Collection fee set forth in Exhibit A. MGC shall pay BA in full regardless
of uncollectible charges to its own Customers. BA may request recorded call
information from MGC, to be delivered in unrated EMR format via electronic file
transfer or other medium mutually agreeable to the two Parties, at the customer
usage detail charges specified in Exhibit A. This arrangement shall apply
whether MGC serves its customer from switching facilities outside the BA
network, or from a BA unbundled Port Element.
7.1.4 For calls to variable rated information services (e.g., NXX
550, 540, 976, 970, 940 as applicable), the Parties shall agree to implement
either of two separate billing arrangements, as set forth in Schedule 7.1.4.
Under either arrangement, MGC shall xxxx and collect information services
provider charges from its Customers. BA shall charge MGC, and the Parties shall
exchange call detail information and handle adjustments, according to the terms
set forth in the agreed upon billing arrangement, at customer usage detail rates
specified in Exhibit A. Applicable information shall be provided in as timely a
fashion as practical in order to facilitate record review and reflect actual
prices set by the individual information services providers. The same billing
arrangements shall apply whether MGC serves its Customer from switching
facilities outside the BA network, or from BA unbundled Local Switching
Elements, and agreement to mutually support one or the other billing arrangement
shall precede interconnection of the MGC network to the appropriate information
services platform(s) connected to BA's network. BA may require reasonable
demonstration, as defined in the applicable billing arrangement, that the agreed
upon arrangement has been implemented by MGC prior to establishing such
7.1.5 Where BA agrees to accept adjustments from MGC for calls
originated by MGC Customers to information services platform(s) connected to
BA's network, MGC shall follow the same policy in allowing adjustments to its
Customers as BA follows with its own Customers. MGC shall provide to BA
sufficient information regarding uncollectibles and Customer adjustments to
allow BA to pass through the adjustments to the information services provider,
and BA shall pass through such adjustments. However, if the information
services provider disputes such adjustments and refuses to accept such
adjustments, MGC shall reimburse
BA for all such disputed adjustments. Final resolution regarding all disputed
adjustments shall be solely between MGC and the information services provider.
7.1.6 The Information Services Traffic addressed herein does not
include 555 traffic or similar traffic with AIN service interfaces, which
traffic shall be subject to separate arrangements between the Parties.
7.2 Tandem Transit Service ("Transit Service")
7.2.1 "Transit Service" means the delivery of certain traffic
between MGC and another Local Exchange Carrier by BA over the Telephone Exchange
Service Trunks, where both carriers' End Offices subtend a BA tandem. The
following traffic types will be delivered: (i) Local Traffic or IntraLATA Toll
originated from MGC to such LEC and (ii) Local or IntraLATA Toll Traffic
originated from such LEC and terminated to MGC where BA carries such traffic
pursuant to the Commission's primary toll carrier plan or other similar plan.
7.2.2 Subject to Section 7.2.4, the Parties shall compensate each
other for Transit Service as follows:
(a) MGC shall pay BA for Local Traffic that MGC originates over
the Transit Service at the rate specified in Pricing Schedule
plus any additional charges or costs such terminating LEC
imposes or levies on BA for the delivery or termination of
such traffic, including any switched access charges; and
(b) BA shall pay MGC for Local, InterLATA, or IntraLATA Toll
Traffic terminated to MGC from such LEC at the appropriate
reciprocal compensation rates described in Section 5.7,
InterLATA access rates, or (where BA delivers such traffic
pursuant to the Commission's primary toll carrier plan or
other similar plan) at MGC's applicable switched access rates
or local termination rate, whichever is appropriate.
7.2.3 BA expects that all networks involved in Transit traffic will
deliver each call to each involved network with CCS and the appropriate
Transactional Capabilities Application Part ("TCAP") message to facilitate full
interoperability of those CLASS Features supported by BA and billing functions.
In all cases, each Party shall follow the Exchange Message Record ("EMR")
standard and exchange records between the Parties and [?] with the terminating
carrier to facilitate the billing process to the originating network.
7.2.4 Each Party shall exercise all reasonable efforts to enter into
a reciprocal local traffic exchange arrangement (either via written agreement or
mutual tariffs) with any wireless carrier, ITC, CLEC or other LEC to which it
sends, or from which it receives, local traffic that transits the other Party's
facilities over Traffic Exchange Trunks. Each Party will, upon request, provide
the other Party with all reasonable cooperation and assistance in obtaining such
arrangements. In addition, neither Party shall take any actions to prevent the
other Party from entering into a direct and reciprocal local traffic exchange
arrangement (either via written agreement or mutual tariffs) with any wireless
carrier, ITC, CLEC, or other LEC to which it sends, or from which it receives,
local traffic that does not utilize the Transit Service of the first Party. The
Parties agree to work cooperatively in appropriate industry fora to promote the
adoption of reasonable industry guidelines relating to Transit Traffic.
7.3 911/E911 Arrangements
7.3.1 MGC will interconnect to the BA 911/E911 selective router or
911 Tandem Offices, as appropriate, that serve the areas in which MGC provides
exchange services, for the provision of 911/E911 services and for access to all
sub-tending Public Safety Answering Points ("PSAP"). BA will provide MGC with
the appropriate CLLI codes and specifications of the tandem serving area.
7.3.2 Path and route diverse Interconnections for 911/E911 shall be
made at the MGC-IP, the BA-IP, or other points as necessary and mutually agreed,
and as required by law or regulation.
7.3.3 BA will provide MGC with an electronic interface through which
MGC shall input and provide a daily update of 911/E911 database information
related to appropriate MGC customers. BA will provide, as permitted by the PSC,
MGC with the Master Street Address Guide ("MSAG") so that MGC can ensure the
accuracy of the data transfer. Additionally, BA shall assist MGC in identifying
the appropriate person in each municipality for the purpose of obtaining the
ten-digit Subscriber number of each PSAP.
7.3.4 BA and MGC will use their best efforts to facilitate the
prompt, robust, reliable and efficient Interconnection of MGC systems to the
7.3.5 BA and MGC will work cooperatively to arrange meetings with
PSAPs to answer any technical questions the PSAPS, or county or municipal
coordinators may have regarding the 911/E911 arrangements.
7.3.6 MGC will compensate BA for connections to its 911/E911
pursuant to Exhibit A.
7.3.7 MGC comply with all applicable rules and regulations
pertaining to the provision of 911/E911 services in the State of New York.
8.0 NUMBER RESOURCES, RATE CENTERS AND RATING POINTS
8.1 Nothing in this Agreement shall be construed to limit or otherwise
adversely affect in any manner either Party's right to employ or to request and
be assigned any Central Office (NXX) Codes pursuant to the Central Office Code
Assignment Guidelines, as may be amended from time to time, or to establish, by
Tariff or otherwise, Rate Centers and Rating Points corresponding to such NXX
codes. Until such time as number administration is provided by a third party,
BA shall provide MGC access to telephone numbers by assigning NXX codes to MGC
in accordance with such Assignment Guidelines.
8.2 It shall be the responsibility of each Party to program and update its
own switches and network systems in accordance with the Local Exchange Routing
Guide ("LERG") in order to recognize and route traffic to the other Party's
assigned NXX codes at all times. Neither Party shall impose any fees or charges
whatsoever on the other Party for such activities, except as expressly set forth
in this Agreement.
8.3 Unless mandated otherwise by a Commission order, the Rate Center Areas
will be the same for each Party. During the term of this Agreement, MGC shall
adopt the Rate Center Areas and Rate Center Points that the Commission has
approved for BA, in all areas where BA and MGC service areas overlap, and MGC
shall assign whole NPA-NXX codes to each Rate Center unless the LEC industry
adopts alternative methods of utilizing NXXs in the manner adopted by the NANP.
8.4 MGC will also designate a Rating Point for each assigned NXX code.
MGC shall designate one location for each Rate Center Area as the Rating Point
for the NPA-NXXs associated with that Area and such Rating Point shall be within
the same LATA as the Rate Center Area but not necessarily within the Rate Center
8.5 Notwithstanding anything to the contrary contained herein, nothing in
this Agreement is intended to, and nothing, in this Agreement shall be construed
to, in any way constrain MGC's choices regarding the size of the local calling
area(s) that MGC may establish
for its Customers, which local calling areas may be larger than, smaller than,
or identical to, BA's local calling areas.
9.0 NETWORK MAINTENANCE AND MANAGEMENT; OUTAGES
The Parties will work cooperatively to install and maintain a reliable
network. MGC and BA will exchange appropriate information (e.g., maintenance
contact numbers, escalation procedures, network information, information
required to comply with law enforcement and other security agencies of the
Government) to achieve this desired reliability. In addition, the Parties will
work cooperatively to apply sound network management principles to alleviate or
to prevent congestion.
9.2 Responsibility for Following Standards
Each Party recognizes a responsibility to follow the standards that may be
agreed to between the Parties and to employ characteristics and methods of
operation that will not interfere with or impair the service or any facilities
of the other or any third parties connected with or involved directly in the
network of the other.
9.3 Interference or Impairment
If Xxxx Atlantic reasonably determines that the characteristics and methods
of operation used by MGC will or may interfere with or impair its provision of
services, BA shall have the right to discontinue service subject, however, to
9.3.1 BA shall have given MGC at least ten (10) days' prior written
notice of the interference or impairment or potential interference or impairment
and the need to correct the condition within said time period.
9.3.2 BA shall have concurrently provided a copy of the notice
provided to MGC under (9.3.1) above to the appropriate federal and/or state
9.3.3 Notice in accord with subsections 9.3.1 and 9.3.2 above shall
not be required in emergencies and BA may immediately discontinue service if
reasonably necessary to meet its obligations. In such case, however, BA shall
use all reasonable means to notify MGC and the appropriate federal and/or state
9.3.4 Upon correction of the interference or impairment, BA will
promptly renew service to MGC. During such period of discontinuance, there will
be no compensation or credit allowance by BA to MGC for interruptions.
9.4 Repeated or Willful Noncompliance
The Interconnection, unbundled Network Elements, and services provided
hereunder may be discontinued by either Party upon thirty (30) days' written
notice to the other for repeated or willful violation of and/or a refusal to
comply with this Agreement in any material respect. The Party discontinuing
will notify the appropriate federal and/or state regulatory bodies concurrently
with the notice to the other Party of the prospective discontinuance.
9.5 Outage Repair Standard
In the event of an outage or trouble in any arrangement, facility, or
service being provided by a Party hereunder, the providing Party will follow
procedures for isolating and clearing the outage or trouble that are no less
favorable than those that apply to comparable arrangements, facilities, or
services being provided by the providing Party to any other carrier whose
network is connected to that of the providing Party. MGC and BA may agree to
modify those procedures from time to time based on their experience with
comparable Interconnection arrangements with other carriers.
9.6 Notice of Changes -- Section 251(c)(5)
If a Party makes a change in the information necessary for the
transmission and routing of services using that Party's network, or any other
change in its network which it believes will materially affect the inter-
operability of its network with the other Party's network, the Party making the
change shall provide at least ninety (90) days' advance written notice of such
change to the other Party. In addition, the Parties will comply with the Network
Disclosure rules adopted by the FCC in CC Docket No. 86-79 as may be amended
from time to time.
The Parties shall work cooperatively to minimize fraud associated with
third-number billed calls, calling card calls, and any other services related to
10.0 JOINT NETWORK CONFIGURATION AND GROOMING PROCESS; AND INSTALLATION,
MAINTENANCE, TESTING AND REPAIR.
10.1 Joint Network Configuration and Grooming Process
Upon request of either Party, the Parties shall jointly develop an
implementation and grooming process (the "Joint Grooming Process" or "Joint
Process") which may define and detail, inter alia,
(a) agreement on Physical Architecture consistent with the guidelines
defined in Section 4.0;
(b) standards to ensure that Interconnection trunk groups experience a
grade of service, availability and quality which is comparable to
that achieved on interoffice trunks within BA's network and in
accord with all appropriate relevant industry-accepted quality,
reliability and availability standards;
(c) the respective duties and responsibilities of the Parties with
respect to the administration and maintenance of the trunk groups,
including but not limited to standards and procedures for
notification and discoveries of trunk disconnects;
(d) disaster recovery provision escalations;
(e) additional technically feasible IP(s) in a LATA as provided in
Section 4.0 above; and
(f) such other matters as the Parties may agree, including, e.g., End
Office to End Office high usage trunks as good engineering
practices may dictate.
The initial mutual Interconnection is not dependent upon completion of the Joint
10.2 Installation, Maintenance, Testing and Repair
Unless otherwise agreed to by the Parties, Interconnection shall be
provided at parity. For purposes of this Agreement, a Party's obligation to
provide parity shall be in accordance with Applicable Laws. If either Party is
unable to fulfill its obligations under this subsection 10.2, it shall notify
the other Party of its inability to do so and will negotiate alternative
intervals in good
faith. The Parties agree that the standards to be used by each Party for
isolating and clearing any disconnections and/or other outages or troubles shall
be at parity.
10.3 Network Reliability Council
The Parties will carefully review the Network Reliability Council's
recommendations and, as part of the Joint Grooming Plan, implement such
recommendations where technically and economically feasible pursuant to the
NYPSC Order in Case 96-C-0917, released December 2, 1996.
10.4 Forecasting, Requirements for Trunk Provisioning
Within ninety (90) days of executing this Agreement, each Party shall
provide the other Party a one (1) year traffic forecast. This initial forecast
will provide the amount of traffic to be delivered to BA over each of the
Traffic Exchange Trunk groups over the next four (4) quarters. The forecast
shall be updated and provided to BA on an as-needed but no less frequently than
quarterly. All forecasts shall include Access Carrier Terminal Location (ACTL),
traffic type (local/toll, operator services, 911, etc.), code (identifies trunk
group), A locations/Z location (CLLI codes for MGC-IPs and BA-IPs, interface
type (e.g., DS1), and trunks in service each year (cumulative).
10.4.1 Trunk Provisioning Pursuant to Forecasts. Because BA's
trunking requirements will be dependent on the Customer segments and service
segments within Customer segments to whom MGC decides to market its services, BA
will be dependent on MGC to provide accurate trunk forecasts for both inbound
(from BA) and outbound (from MGC) traffic. BA will, as an initial matter and
upon request, provide the same number of trunks to terminate local traffic to
MGC as MGC provides to terminate local traffic to BA, unless MGC expressly
identifies particular situations that are expected to produce traffic that is
substantially skewed in either the inbound or outbound direction, in which case
BA will provide the number of trunks MGC suggests; provided, however, that in
all cases BA's provision of the forecasted number of trunks to MGC is
conditioned on the following: that such forecast is based on reasonable
engineering criteria, there are no capacity constraints, and MGC's previous
forecasts have proven to be reliable and accurate.
10.4.2 Monitoring and Adjusting Forecasts. BA will, for ninety (90)
days, monitor traffic on each trunk group that it establishes at MGC's
suggestion or request pursuant to the procedures identified in subsection 10.4.1
above. At the end of such ninety (90) day period, BA may disconnect trunks
that, based on reasonable engineering criteria and capacity constraints,
are not warranted by the actual traffic volume experienced. If, after such
initial ninety (90) day period for a trunk group, BA determines that any trunks
in the trunk group in excess of four (4) DS-1s are not warranted by actual
traffic volumes (considering engineering criteria for busy hour CCS and
blocking, percentages), then BA may hold MGC financially responsible for the
excess facilities. In subsequent periods, BA may also monitor traffic for ninety
(90) days on additional trunk groups that MGC suggests or requests BA to
establish. If, after any such (90) day period, BA determines that any trunks in
the trunk group are not warranted by actual traffic volumes (considering
engineering criteria for busy hour call seconds and blocking, percentages), then
BA may hold MGC financially responsible for the excess facilities. At any time
during the relevant ninety (90) day period, MGC may request that BA disconnect
trunks to meet a revised forecast. In such instances, BA may hold MGC
financially responsible for the disconnected trunks retroactive to the start of
the ninety (90) day period through the date such trunks are disconnected.
10.4.3 Reciprocal Responsibility. To the extent that BA requires MGC
to install trunks for delivery of traffic to BA, MGC may apply the same
procedures with respect to BA's trunking requirements.
10.5 Demand Management Forecasts
10.5.1 MGC will furnish BA with good faith demand management
forecasts to enable BA to effectively plan its network infrastructure and work
force levels to accommodate anticipated MGC demand for BA services and products.
Such forecasts will describe MGC's expected needs for service volumes, and
timeframes for service deployment, by wire center. MGC agrees to provide such
forecasts to BA thirty (30) days following the Effective Date, with updates to
follow every six months thereafter. BA agrees that such forecasts shall be
subject to the confidentiality provisions defined in subsection 29.4 below, and
that such Information will only be used by BA to provide Interconnection
pursuant to this Agreement.
11.0 UNBUNDLED ACCESS -- SECTION 251(c)(3)
To the extent required of each Party by Section 251 of the Act, each Party
shall offer to the other Party nondiscriminatory access to Network Elements on
an unbundled basis at any technically feasible point. BA shall unbundle and
separately price and offer Network Elements such that MGC will be able to lease
and interconnect to whichever of the Network Elements MGC requires, and to allow
MGC to combine the BA-provided elements with any facilities and services that
MGC may itself provide, except that MGC shall not recombine Network Elements
purchased from BA for use as a substitute for the purchase at wholesale rates of
Telecommunications Services that BA provides unless otherwise mandated by the
FCC or the Commission or agreed to by BA with other carriers. Any combination by
MGC of unbundled Network Elements purchased from BA shall be through a
Collocation arrangement pursuant to Section 13.0.
11.1 Available Network Elements
At the request of MGC, BA shall provide MGC access to the following
unbundled Network Elements in accordance with the requirements of the FCC
11.1.1 Local Loops, as set forth in subsection 11.2;
11.1.2 The Network Interface Device;
11.1.3 Switching Capability, as set forth in subsection 11.3;
11.1.4 Interoffice Transmission Facilities, as set forth in subsection
11.1.5 Signaling Links and Call-Related Databases, as set forth in
subsection 5.4 and Section 17;
11.1.6 Operations Support Systems, as set forth in subsection 11.5:
11.1.7 Operator Services and Direction, Assistance, as set forth in
11.1.8 such other Network Elements in accordance with subsection 11.7
11.2 Unbundled Local Loop ("ULL") Types
Subject to subsection 11.7, BA shall allow MGC to access the following
Unbundled Local Loop ("ULL") types unbundled from local switching and local
transport in accordance with the terms and conditions set forth in this
11.2.1 "2-Wire Analog Voice Grade ULL" or "Analog 2W" which support
analog transmission of 300-3000 Hz, repeat link start, link reverse battery, or
ground start seizure and disconnect in one direction (toward the End Office
Switch), and repeat ringing in the other
direction (toward the Customer). Analog 2W include Loops sufficient for the
provision of PBX trunks, pay telephone lines and electronic key system lines.
11.2.2 "4-Wire Analog, Voice Grade ULL" or "Analog 4W" which support
transmission of voice grade signals using separate transmit and receive paths
and terminate in a 4-wire electrical interface.
11.2.3 "2-Wire ISDN Digital Grade ULL" or "BRI ISDN" (Premium Link)
which support digital transmission of two 64 Kbps bearer channels and one 16
Kbps data channel. BRI ISDN is a 2B+D Basic Rate Interface-Integrated Services
Digital Network (BRI-ISDN) Loop which will meet national ISDN standards and
conform to ANSI T1.601-1992 & TlEl.4 90-004R3).
11.2.4 2-Wire ADSL-Compatible ULL or ADSL 2W is a 2-wire, non-loaded,
twisted copper pair that meets revised resistance design or carrier serving area
design guidelines. The upstream and downstream ADSL power spectral density masks
and dc line power limits in BA TR 72575, Issue 2 must be met. ADSL-compatible
local loops are subject to availability.
11.2.5 2-Wire HDSL-Compatible ULL or HDSL 2W consists of a single 2-
wire, non-loaded, twisted copper pair that meets the carrier serving area design
criteria. The HDSL power spectral density mask and dc line power limits
referenced in BA TR 72575, Issue 2 must be met. 2-Wire HDSL-compatible local
loops are subject to availability.
11.2.6 4-Wire HDSL-Compatible ULL or HDSL 4W consists of two 2-wire,
non-loaded, twisted copper pairs that meet the carrier serving area design
criteria. The HDSL power spectral density mask and dc line power limits
referenced in BA TR 72575, Issue 2 must be met. 4-Wire HDSL-compatible local
loops are subject to availability.
11.2.7 "4-Wire DS-1-compatible ULL" (Digital Grade Loop) provides a
channel which provides 1.544 Mbps digital transmission path between a Customer
premises and a MGC Collocation node at a BA central office, and is capable of
operating in a full duplex, time division (digital) multiplexing mode. A DS-1
Digital Grade Loop provides transmission capacity equivalent to 24 voice grade
channels with associated signaling, twenty-four 56 Kbps digital channels when in
band signaling is provided or twenty-four 64 Kbps channels with the selection of
the Clear Channel signaling option.
11.2.8 BA will make Analog 2-Wire ULLS, BRI ISDN ULLS, Analog 4-Wire
ULLs and 4-Wire DS-1-compatible ULLs available for purchase by MGC at any time
after the Effective Date.
11.2.9 BA will make HDSL 4-Wire, HDSL 2-Wire, and ADSL 2-Wire ULLs
available to MGC no later than the date on which it makes such ULLs commercially
available to any other Telecommunications Carrier in New York State. The Parties
shall amend Exhibit A to add the appropriate rates and charges.
11.3 Unbundled Switching Elements
BA shall make available to MGC the local Switching Element and tandem
Switching Element unbundled from transport, local loop transmission, or other
services in accordance with the terms and conditions of and at the rates
specified in BA's New York PSC No. 916 Tariff, as amended from time to time.
11.4 Unbundled Inter Office Facilities
BA shall provide MGC Inter Office Facilities ("IOF"), unbundled from
switching, unbundled interoffice facilities, and other services as required by
Applicable Law, at the rates, terms and conditions set forth in BA's NYPSC No.
916 Tariff, as amended from time to time.
11.5 Operations Support Systems
BA shall provide MGC with access via electronic interfaces to databases
required for pre-ordering, ordering, provisioning, maintenance and repair, and
billing as soon as practicable.
11.6 Limitations on Unbundled Access
11.6.1 BA shall only be required to provide ULLs and Ports where such
Loops and Ports are available.
11.6.2 MGC shall access BA's unbundled Network Elements specifically
identified in this Agreement via Collocation in accordance with Section 13 at
the BA Wire Center where those elements exist, and each ULL or Port shall, in
the case of Collocation, be delivered to MGC's Collocation node by means of a
Cross Connection or Strapping.
11.6.3 BA shall provide MGC access to its Unbundled Local Loops at
each of BA's Wire Centers for loops terminating in that Wire Center. In
addition, if MGC orders one or more ULL provisioned via Integrated Digital Link
Carrier or Remote Switching technology deployed as a ULL concentrator, BA shall,
where available, move the requested ULL(s) to a spare, existing physical ULL at
no additional charge to MGC. If, however, no spare physical ULL is available, BA
shall within three (3) Business days of MGC's request notify MGC of the lack of
available facilities. MGC may then at its discretion make a Network Element Bona
Fide Request to BA to provide the unbundled Local Loop through the
demultiplexing of the integrated digitized ULL(s). MGC may also make a Network
Element Bona Fide Request for access to Unbundled Local Loops at the ULL
concentration site point. Notwithstanding anything to the contrary in this
Agreement, standard provisioning intervals shall not apply to ULL provided under
this subsection 11.6.3.
11.6.4 If MGC orders a ULL type and the distance requested on such
ULL exceeds the transmission characteristics in applicable technical references,
as specified below, distance extensions may be required and additional rates and
charges shall apply as set forth in Exhibit A or applicable Tariffs.
Loop Type Technical Reference/Limitation
Electronic Key Line 2.5 miles
ISDN Bellcore TA-NWT-000393
HDSL 2W T1E1 Technical Report Number 28
HDSL 4W T1E1 Technical Report Number 2S
ADSL 2W ANSI T1.413 1995 Specification
11.7 Availability of Other Network Elements on an Unbundled Basis
11.7.1 BA shall, upon request of MGC, and to the extent required by
Applicable Law, provide to MGC access to its Network Elements on an unbundled
basis for the provision of MGC's Telecommunications Service. Any request by MGC
for access to a BA Network Element that is not already available shall be
treated as a Network Element Bona Fide Request. MGC shall provide BA access to
its Network Elements as mutually agreed by the Parties or as required by
11.7.2 A Network Element obtained by one Party from the other Party
under this subsection 11.7 may be used in combination with the facilities of the
requesting Party only to provide a Telecommunications Service, including
obtaining billing and collection, transmission, and routing of the
11.7.3 Notwithstanding anything to the contrary in this subsection
11.7, a Party shall not be required to provide a proprietary Network Element to
the other Party under this subsection 11.7 except as required by the Commission
11.8 Provisioning of Unbundled Local Loops
The following coordination procedures shall apply for conversions of
"live" Telephone Exchange Services to Unbundled Local Loops (also referred to as
"hot cuts"). These and other mutually agreed-upon procedures shall apply
reciprocally for the "live" cutover of Customers from BA to MGC and from MGC to
11.8.1 MGC shall request ULLs from BA by delivering to BA a valid
electronic transmittal Service Order using the BA electronic ordering platform
or another mutually agreed upon system. Within two (2) business days of BA's
receipt of such valid Service Order, BA shall provide MGC the firm order
commitment ("FOC") date by which the Loop(s) covered by such Service Order will
11.8.2 BA agrees to accept from MGC at the time the service request
is submitted for scheduled conversion of hot cut ULL orders, a desired date and
A.M. or P.M. designation (the "Scheduled Conversion Time") to the extent
available (as applicable, the "Conversion Window") for the hot cut.
11.8.3 BA shall test for MGC dial tone at the POT bay by testing
through the tie cable provisioned between the BA main distributing frame and the
MGC expanded Inter-connection node forty-eight (48) hours prior to the Scheduled
11.8.4 Not less than one hour prior to the Scheduled Conversion Time,
either Party may contact the other Party and unilaterally designate a new
Scheduled Conversion Time (the "New Conversion Time"). If the New Conversion
Time is within the Conversion Window, no charges shall be assessed on or waived
by either Party. If, however, the New Conversion Time is outside of the
Conversion Window, the Party requesting such New Conversion Time shall be
subject to the following:
If BA requests the New Conversion Time, the applicable Line Connection
Charge shall be waived; and
If MGC requests the New Conversion Time, MGC shall be assessed a Line
Connection Charge in addition to the Line Connection Charge that will
be incurred for the New Conversion Time.
11.8.5 Except as otherwise agreed by the Parties for a specific
conversion such as large cutovers of ten (10) lines or more that have been
negotiated, the Parties agree that the time interval expected from disconnection
of BA's "live" Telephone Exchange Service to the connection of an unbundled
Network Element at the MGC Collocation node will be accomplished within a window
of time of sixty (60) minutes or less. If MGC has ordered INP with the
installation of a Loop, BA will coordinate the implementation of INP with the
Loop conversion during with the above stated intervals at no additional charge.
11.8.6 If MGC requests or approves a BA technician to perform
services in excess of or not otherwise contemplated by the Line Connection
Service Charge BA may Charge MGC for any additional and reasonable labor charges
to perform such services.
11.8.7 If as the result of end user actions (e.g. Customer not ready
["CNR"]), BA cannot complete requested work activity when technician has been
dispatched to the site, MGC will be assessed a non-recurring charge associated
with this visit. This charge will be the sum of the Service Order Charge and
Premises Visit Charge as specified in the NYPSC Tariffs Nos. 900/914.
11.9 Maintenance of Unbundled Network Elements
If (i) MGC reports to BA a Customer trouble, (ii) MGC requests a dispatch,
(iii) BA dispatches a technician, and (iv) such trouble was not caused by BA
facilities or equipment in whole or in part, then MGC shall pay BA a charge set
forth in Exhibit A for time associated with said dispatch. In addition, this
charge also applies when the Customer contact as designated by MGC is not
available at the appointed time. MGC accepts responsibility for initial trouble
isolation and providing BA with appropriate dispatch information based on its
test results. If as the result of MGC instructions, BA is erroneously requested
to dispatch within a BA Central Office or to a POT Bav ("dispatch in"), a charge
set forth in Exhibit A will be assessed per occurrence to MGC by BA. If as the
result of MGC instructions, BA is erroneously requested to dispatch outside a BA
Central Office or to a POT Bay ("dispatch out"), a charge set forth in Exhibit A
will be assessed per occurrence to MGC by BA. BA agrees to respond to MGC
trouble reports on a non-discriminatory basis consistent with the manner in
which it provides service to its own retail customers or to any other similarly
initiated Telecommunications Carrier.
11.10 Other Terms and Conditions Including Rates and Charges
11.10.1 ULLs and other Network Elements will be offered on the terms
and conditions, including rates and charges, specified herein and on such other
terms as stated in applicable Tariffs, as amended from time to time, that are
not inconsistent with the terms and conditions set forth herein.
11.10.2 BA shall charge the non-recurring and monthly recurring,
rates for ULLs and other Network Elements set forth in Exhibit A as interim
rates until such time as the Commission adopts permanent rates consistent with
the requirements of the FCC Regulations. Such permanent rates shall be applied
in the manner described in Exhibit A and subsection 20.1.2 below.
12.0 RESALE -- SECTIONS 251(c)(4) and 251(b)(1)
12.1 Availability of Wholesale Rates for Resale
BA shall make available to MGC for resale all Telecommunications Services
as described in Section 251(c)(4) of the Act, pursuant to the rates, terms and
conditions of BA's NYPSC No. 915 tariff, as may be amended from time to time.
12.2 Availability of Retail Rates for Resale
Each Party shall make available its Telecommunications Services for
resale at the retail rates set forth in its Tariffs to the other Party in
accordance with Section 251 (b)(1) of the Act. In addition, BA and MGC shall
each allow the resale by the other of all Telecommunications Services that are
offered primarily or entirely to other Telecommunications Carriers (e.g.
Switched and special Exchange Access Services) at the rates already applicable
to such services. BA shall also allow the resale by MGC of such other non-
Telecommunications Services as BA, in its sole discretion, determines to provide
for resale under terms and conditions to be agreed to by the Parties.
12.3 Additional Terms Governing Resale and Use of BA Services
12.3.1 MGC shall comply with the provisions of this Agreement
(including, but not limited to, all applicable BA Tariffs) regarding resale or
use of BA services. In addition, MGC shall undertake in good faith to ensure
that its Customers comply with the provisions of BA's Tariffs applicable to
their use of BA's Telecommunications Services.
12.3.2 Without in any way limiting subsection 12.3.1, MGC shall not
resell (a) residential service to business or other nonresidential Customers of
MGC, (b) Lifeline or other means-tested service offerings, or grandfathered
service offerings, to persons not eligible to subscribe to such service
offerings from BA, or (c) any other BA service in violation of any user or user
group restriction that may be contained in the BA Tariff applicable to such
service to the extent such restriction is not prohibited by Applicable Laws. In
addition, MGC shall be subject to the same limitations that BA's own retail
Customers may be subject to with respect to any Telecommunications Service that
BA may, in its discretion and to the extent not prohibited by Applicable Law,
12.3.3 BA shall not be obligated to offer to MGC at a wholesale
discount Telecommunications Services that BA offers at a special promotional
rate if such promotions are for a limited duration of ninety (90) days or less.
12.3.4 Upon request by BA, MGC shall provide to BA adequate assurance
of payment of charges due to BA in connection with MGC's purchase of BA services
for resale. Assurance of payment of charges may be requested by BA: if MGC (a)
in BA's reasonable judgment, at the Effective Date or at any time thereafter, is
unable to show itself to be creditworthy; (b) in BA's reasonable judgment, at
the Effective Date or at any time thereafter, is not creditworthy; or, (c) fails
to timely pay a xxxx rendered to MGC by BA. Unless otherwise agreed by the
Parties, the assurance of payment shall be in the form of a cash deposit and
shall be in an amount equal to the charges for BA services that MGC may
reasonably be expected to incur during, a period of two (2) months. BA may at
any time use the deposit or other assurance of payment to pay amounts due from
12.3.5 MGC shall not be eligible to participate in any BA plan or
program under which BA end user retail Customers may obtain products or
merchandise, or services which are not BA Retail Telecommunications Services, in
return for trying, agreeing to purchase, purchasing, or using BA Retail
12.3.6 BA may impose additional restrictions on MGC's resale of BA's
retail Telecommunications Services to the extent permitted by Applicable Laws.
13.0 COLLOCATION -- SECTION 251(c)(6)
13.1 BA shall offer to MGC Physical Collocation of equipment necessary
for Interconnection (pursuant to Section 4.0) or for access to unbundled Network
Elements (pursuant to Section 11.0), except that BA may offer only Virtual
Collocation if BA demonstrates to the
Commission that Physical Collocation is not practical for technical reasons or
because of space limitations, as provided in Section 251 (c)(6) of the Act. BA
shall provide Collocation solely for the purpose of Interconnection with
facilities or services of BA or access to unbundled Network Elements of BA,
except as otherwise mutually agreed to in writing by the Parties or as required
by the FCC or the Commission, subject to applicable federal and state Tariffs
and license agreements.
13.2 MGC agrees to offer to BA Collocation of equipment for purposes of
Interconnection (pursuant to Section 4) on a non-discriminatory basis and at
comparable rates, terms and conditions as MGC may provide to other third
parties. MGC shall provide such collocation subject to applicable Tariffs.
13.3 In the course of implementation of a Collocation project, BA shall:
(a) identify the Collocation project manager assigned to the
(b) develop a written comprehensive "critical tasks" timeline
detailing the work (and relative sequence thereof) that is to
be performed by each Party or jointly by both Parties; and
(c) provide MGC with the relevant engineering, requirements.
13.4 The Collocating Party shall purchase Cross Connection to services
or facilities as described in applicable Tariffs.
13.5 Collocation shall occur under the terms of each Party's applicable
and available Tariffs, except that MGC reserves the right to collocate Remote
Switching Concentrators ("RSCs") only to the extent that any and all switching
functionality of such equipment has been rendered inoperative and constitutes
equipment that is used solely for the purpose of interconnection and access to
unbundled network elements to provide Telephone Exchange Service to its end user
customer(s). MGC recognizes and agrees that BA shall only be required to provide
an environment suitable for placement of toll transmission equipment ("Toll
Transmission Environment"). If, pursuant to Applicable Law, BA is required at
any future time to provide other than a Toll Transmission Environment, then MGC
shall pay all additional costs incurred by BA to provide such an environment.
13.6 Dedicated Transit Service
13.6.1 "Dedicated Transit Service" provides for the dedicated
connection between a MGC Collocation arrangement established pursuant to
applicable tariffs and/or license agreements at a BA premises and a Collocation
arrangement of a third Party carrier that maintains a Collocation arrangement at
the same premises. Dedicated Transit Service shall be provided using a cross-
connection (dedicated connection) using suitable BA -provided cable or
transmission facilities or any other mutually agreed upon arrangement.
13.6.2 The carrier that requests the Dedicated Transit Service
shall be the customer of record for both ends of the service in terms of
ordering, provisioning, maintenance, and billing. Alternative arrangements may
be utilized if agreed upon by all three parties. Rates and charges for Dedicated
Transit Service are stated in Exhibit A.
SECTION 251(b) PROVISIONS
14.0 NUMBER PORTABILITY -- SECTION 251(b)(2)
14.1.1 The Parties shall provide Number Portability on a reciprocal
basis to each other to the extent technically feasible, and in accordance with
rules and regulations as from time to time prescribed by the FCC and/or the
Commission. The Parties shall provide Number Portability to each other in the
event a Customer of one Party ("Party A") elects to become a Customer of the
other Party ("Party B") and the Customer (i) remains within the same central
office district and within the boundary of the smallest geographical area that
is significant for billing (e.g. exchange zone) as defined by the LEC to whom
the ported Customer's NXX code was originally assigned and (ii) elects to
utilize the original telephone number(s) correspondent to the Exchange
Service(s) it previously received from Party A in conjunction with the Exchange
Service(s) it will now receive from Party B.
14.1.2 Until Permanent Number Portability is implemented by the
industry pursuant to regulations issued by the FCC and/or the Commission, the
Parties agree to reciprocally provide Interim Number Portability ("INP") to each
other at the prices listed in Exhibit A. Such agreed-upon prices for INP are not
intended to reflect either Party's views on the cost recovery mechanisms being
considered by the FCC in its current proceeding on number portability issues.
14.1.3 Upon the agreement of the Parties or issuance of applicable
FCC and/or Commission order(s) or regulations mandating the adoption of a
Permanent Number Portability ("PNP") arrangement, BA and MGC will commence
migration from INP to the agreed-upon or mandated PNP arrangement as quickly as
practically possible while minimizing interruption or degradation of service to
their respective Customers. Once Permanent Number Portability is implemented,
either Party may withdraw, at any time and at its sole discretion, its INP
offerings, subject to advance notice to the other Party and coordination to
allow the seamless and transparent conversion of INTP Customer numbers to
Permanent Number Portability. Upon implementation of Permanent Number
Portability pursuant to FCC or Commission regulation, both Parties agree to
conform and provide such Permanent Number Portability. To the extent PNP rates
or cost recovery mechanisms are not established by the applicable FCC or
Commission order or regulation mandating the adoption of PNP, the Parties will
negotiate in good faith the charges or cost recovery mechanism for PNP service
at such time as a PNP arrangement is adopted by the Parties.
14.1.4 Under either an INP or PNP arrangement, MGC and BA will
implement a process to coordinate Number Portability cutovers with ULL
conversions (as described in Section 11 of this Agreement).
14.2 Procedures for Providing INP Through Remote Call Forwarding
MGC and BA will provide INIP through Remote Call Forwarding as follows:
14.2.1 A Customer of one Party ("Party A") elects to become a
Customer of the other Party ("Party B"). The Customer elects to utilize the
original telephone number(s) corresponding to the Telephone Exchange Service(s)
it previously received from Party A, in conjunction with the Telephone Exchange
Service(s) it will now receive from Party B. Upon receipt of confirmation of a
signed letter of agency ("LOA") from the Customer (and an associated service
order) assigning the number to Party B, Party A will implement an arrangement
whereby all calls to the original telephone number(s) will be forwarded to a new
telephone number(s) designated by Party B, only within the same Exchange Area as
the original telephone number(s). It is Party B's responsibility to maintain a
file of all LOAs and Party A may request, upon reasonable notice, a copy of the
LOA. Party A will route the forwarded traffic to Party B over the appropriate
Telephone Exchange Service Trunks as if the call had originated on Party A's
14.2.2 Party B will become the customer of record for the original
Party A telephone numbers subject to the INP arrangements. Party A shall use its
reasonable efforts to
consolidate into as few billing statements as possible all collect, calling
card, and 3rd-number billed calls associated with those numbers, with sub-
account detail by retained number. Such billing statement shall be delivered to
Party B in a mutually agreed-upon format via either electronic file transfer,
magnetic tape, or other mutually acceptable medium.
14.2.3 Party A will update its Line Information Database ("LIDB")
listings for retained numbers, with the screening options provided by Party B on
a per order basis. Party B shall determine which of the screening options
offered by Party A should apply to the Party B Customer account. Party A will
cancel calling cards associated with those forwarded numbers assigned to Party
14.2.4 Party B will outpulse the telephone number to which the call
has been forwarded to the 911 Tandem Office. Party B will also provide the 911
database with both the forwarded number and the directory number, as well as the
appropriate address information of the Customer.
14.2.5 Within two (2) business days of receiving notification from
the Customer, Party B shall notify Party A of the Customer's termination of
service with Party B, and shall further notify Party A as to that Customer's
instructions regarding its telephone number(s). Party A will reinstate service
to that Customer, cancel the INIP arrangements for that Customer's telephone
number(s), or redirect the INP arrangement to another INP-participating LEC
pursuant to the Customer's instructions at the time.
14.2.6 Party A shall be permitted to cancel INP arrangements and
reassign the telephone number(s) upon receipt of notification from Party B or a
third party that is authorized to act on behalf of the Customer. The Parties
agree to work cooperatively to develop procedures or adopt industry standards or
practices concerning the initiation and termination of INP service in a
14.3 Procedures for Providing INP Through Route Indexing
Upon mutual agreement, BA will deploy a Route Index arrangement which
combines direct trunks, provisioned between BA's and MGC's end offices, with
trunk side routing translations and full functionality for those CLASS services
deployed in the specific BA switch. Under this arrangement, inbound calls to a
ported number will be pointed at a route index that sends the call to a
dedicated trunk group, built as a direct final, for the sole purpose of
facilitating completion of calls to a ported number. BA will coordinate with
MGC to provide this solution in
a mutually agreeable and administratively manageable manner (e.g. NXX level) so
as to minimize switch resource utilization for both Parties.
14.4 Procedures for Providing INP Through Full NXX Code Migration
Where either Party has activated an entire NXX for a single Customer, or
activated at least eighty percent (80%) of an NXX for a single Customer, with
the remaining numbers in that NXX either reserved for future use by that
Customer or otherwise unused, if such Customer chooses to receive Telephone
Exchange Service from the other Party, the first Party shall cooperate with the
second Party to have the entire NXX reassigned in the LERG (and associated
industry databases, routing tables, etc.) to an End Office operated by the
second Party. Such transfer will be accomplished with appropriate coordination
between the Parties and subject to appropriate industry lead-times for movements
of NXXs from one switch to another. Neither Party shall charge the other in
connection with this coordinated transfer.
14.5 Other Interim Number Portability Options
MGC may also request Direct Inward Dial Trunks pursuant to applicable
14.6 Receipt of Terminating Compensation on Traffic to INP'ed Numbers
The Parties agree in principle that, under the INP arrangements described
in subsections 14.2 and 14.3 above, terminating compensation on calls to INP'ed
numbers should be received by each Customer's chosen LEC as if each call to the
Customer had been originally addressed by the caller to a telephone number
bearing an NPA-NXX directly assigned to the Customer's chosen LEC. In order to
accomplish this objective where INP is employed, the Parties shall utilize the
process set forth in this subsection 14.6 thereby terminating compensation on
calls subject to INP will be passed from the Party (the "Performing Party")
which performs the INP to the other Party (the "Receiving Party") for whose
Customer the INP is provided.
14.6.1 The Parties shall individually and collectively make best
efforts to track and quantify INIP traffic between their networks based on the
CPN of each call by identifying CPNs which are INP'ed numbers. The Receiving
Party shall charge the Performing Party for each minute of INP traffic at the
INP Traffic Rate specified in subsection 14.6.3 in lieu of any other
compensation charges for terminating such traffic, except as provided in
14.6.2 By the Interconnection Activation Date in each LATA, the
Parties shall jointly estimate for the prospective six months, based on historic
data of all traffic in the LATA,
the percentages of such traffic that, if dialed to telephone numbers bearing
NPA-NXXs directly assigned to a Receiving Party (as opposed to the INP'ed
number), would have been subject to (i) Reciprocal Compensation ("Recip
Traffic"), (ii) appropriate intrastate FGD charges ("Intra Traffic"), (iii)
interstate FGD charges ("Inter Traffic"), or (iv) handling, as Transit Traffic.
On the date which is six (6) months after the Interconnection Activation Date,
and thereafter on each succeeding six month anniversary of such Interconnection
Activation Date, the Parties shall establish new INIP traffic percentages to be
applied in the prospective six (6) month period, based on the Performing Party's
choice of actual INP traffic percentages from the preceding six (6) month period
or historic data of all traffic in the LATA.
14.6.3 The INP Traffic Rate shall be equal to the sum of:
(Recip Traffic percentage times the Reciprocal Compensation Rate set forth in
(Intra Traffic percentage times Receiving Party's effective intrastate FGD
(Inter Traffic percentage times Receiving Party's effective interstate FGD
14.7 Recovery of INP Costs Pursuant to FCC Order and Rulemaking
Notwithstanding anything to the contrary contained in this Section 14, in
light of the FCC's First Report and Order and Further Notice of Proposed
Rulemaking, adopted June 27, 1996, in CC Docket 95-116 (the "Order"), the
Parties stipulate and agree as follows:
14.7.1 The rates listed in Exhibit A for the provision of INP are
appropriate amounts that each Party providing INP service should recover for the
provision of those INP functionalities in BA's operating territory on an interim
basis until the Commission mandates an alternative cost recovery mechanism for
the provision of INP. For the INP functions it provides, each Party should be
allowed to recover these amounts in a manner consistent with any final FCC
and/or Commission order on INP cost recovery (such as a state-wide fund
contributed to by all telecommunications carriers).
14.7.2 The Parties agree that neither Party waives its rights to
advocate its views that are consistent with this subsection 14.7 on the
appropriate INP cost recovery mechanism, or to present such views before any
relevant regulatory body or other agency as they relate to FCC or Commission
actions on INP cost recovery.
15.0 DIALING PARITY -- SECTION 251(b)(3)
BA and MGC shall each provide the other with nondiscriminatory access to
such services and information as are necessary to allow the other Party to
implement Dialing Parity for Telephone Exchange Service, operator services,
directory assistance, and directory listing information with no unreasonable
dialing delays, as required under Section 251(b)(3) of the Act.
16.0 ACCESS TO RIGHTS-OF-WAY -- SECTION 251(b)(4)
Each Party ("Licensor") shall provide the other Party ("Licensee")
access for purposes of making attachments to the poles, ducts, rights-of-way and
conduits it owns or controls, pursuant to any existing or future license
agreement between the Parties, and in conformance with 47 U.S.C. 224, where
facilities are available, on terms, conditions and prices comparable to those
offered to any other entity pursuant to each Party's applicable Tariffs
(including generally available license agreements). Where no such Tariffs exist,
such access shall be provided in accordance with the requirements of 47 U.S.C.
224, including any applicable FCC regulations that may be issued.
17.0 DATABASES AND SIGNALING
BA shall provide MGC with interfaces to access BA's databases, including
LIDB and toll-free service access codes (i.e.; 800/888), and associated
signaling necessary for the routing and completion of MGC's traffic through the
provision of SS7 under its applicable tariffs.
18.0 COORDINATED SERVICE ARRANGEMENTS
18.1 Intercept and Referral Announcements
When a Customer changes its service provider from BA to MGC, or from MGC
to BA, and does not retain its original telephone number, the Party formerly
providing service to such Customer shall provide a referral announcement
("Referral Announcement") on the abandoned telephone number which provides
details on the Customer's new number or provide other appropriate information to
the extent known. Referral Announcements shall be provided reciprocally, free of
charge to either the other Party or the Customer, for a period of not less than
one hundred and eighty days (180) days after the date the Customer changes its
telephone number in the case of business Customers and not less than ninety (90)
days after the date the Customer changes its telephone number in the case of
residential Customers or other time periods as may be required by the
Commission. The periods for referral announcement may be
shorter if a number shortage conditions is in effect for a particular NXX code.
However, if either Party provides Referral Announcements for a period different
than the above respective periods when its Customers change their telephone
numbers, such Party shall provide the same level of service to Customers of the
18.2 Coordinated Repair Calls
MGC and BA will employ the following procedures for handling misdirected
18.2.1 MGC and BA will educate their respective Customers as to
the correct telephone numbers to call in order to access their respective repair
18.2.2 To the extent Party A is identifiable as the correct
provider of service to Customers that make misdirected repair calls to Party B,
Party B will immediately refer the Customers to the telephone number provided by
Party A, or to an information source that can provide the telephone number of
Party A, in a courteous manner and at no charge.
18.2.3 MGC and BA will provide their respective repair contact
numbers to one another on a reciprocal basis.
18.3 Customer Authorization
18.3.1 Without in any way limiting either Party's obligations
under subsection 28.1, each Party shall comply with Applicable Laws with regard
to Customer selection of a primary Telephone Exchange Service provider. Until
the Commission and/or FCC adopts regulations and/or orders applicable to
Customer selection of a primary Telephone Exchange Service provider, each Party
shall adhere to the rules and procedures set forth in Section 64.1100 of the FCC
Rules, 47 CFR (S) 64.1100, in effect on the Effective Date hereof when ordering,
terminating, or otherwise changing Telephone Exchange Service on behalf of the
other Party's or another carrier's Customers.
18.3.2 In the event either Party requests that the other Party
install, provide, change, or terminate a Customer's Telecommunications Service
(including, but not limited to, a Customer's selection of a primary Telephone
Exchange Service Provider) and (a) fails to provide documentary evidence of the
Customer's primary Telephone Exchange Service Provider selection upon request,
or (b) without having obtained authorization from the Customer for such
installation, provision, selection, change or termination in accordance with
Applicable Laws (or as provided in subsection 18.3.1 above), the requesting
Party shall be liable to the other Party for
all charges that would be applicable to the Customer for the initial change in
the Customer's Telecommunications Service and any charges for restoring the
Customer's Telecommunications Service to its Customer-authorized condition,
including to the appropriate primary Telephone Exchange Service provider.
18.3.3 Without in any way limiting MGC's obligations under
subsection 28.1, MGC shall comply with Applicable Laws with regard to Customer
Proprietary Network Information, including, but not limited to, 47 U.S.C. (S)
222. MGC shall not access (including, but not limited to, through BA OSS
Services and BA Pre-OSS Services), use, or disclose Customer Proprietary Network
Information made available to MGC by BA pursuant to this Agreement unless MGC
has obtained any Customer authorization for such access, use and/or disclosure
required by Applicable Laws. By accessing, using or disclosing Customer
Proprietary Network Information, MGC represents and wan-ants that it has
obtained authorization for such action from the applicable Customer in the
manner required by Applicable Laws and this Agreement. MGC shall, upon request
by BA, provide proof of such authorization (including a copy of any written
18.3.4 BA shall have the right to monitor and/or audit MGC's access
to and use and/or disclosure of Customer Proprietary Network Information that is
made available by BA to MGC pursuant to this Agreement to ascertain whether MGC
is complying with the requirements of Applicable Laws and this Agreement with
regard to such access, use, and/or disclosure. To the extent permitted by
Applicable Laws, the foregoing right shall include, but not be limited to, the
right to electronically monitor MGC's access to and use of Customer Proprietary
Network Information that is made available by BA to MGC pursuant to this
19.0 DIRECTORY SERVICES ARRANGEMENTS
BA will provide certain directory services to MGC as defined herein. In
this Section 19 of this Agreement, references to MGC customer telephone numbers
means telephone numbers falling within NXX codes directly assigned to MGC and to
numbers which are retained by MGC on the customer's behalf pursuant to Interim
Telephone Number Portability arrangements described in Section 14.0 of this
19.1 Directory Listings and Directory Distributions
19.1.1 BA will include MGC's Customers telephone numbers in all
of its "White Pages" and "Yellow Pages" directory listings (including electronic
directories) and directory assistance databases associated with the areas in
which MGC provides services to such
customers, and will distribute such directories to such customers, in an
identical and transparent manner in which it provides those functions for its
own customers' telephone numbers.
19.1.2 BA will include all MGC NXX codes on appropriate existing
calling charts in the BA customer Guide section of the directory in the same
manner as it provides this conformation for its own NXX Codes.
19.1.3 MGC will provide BA with its directory listings and daily
updates to those listings (including new, changed, and deleted listings) in a
mutually agreed upon format at no charge.
19.1.4 BA will accord MGC's directory listing information the
same level of confidentiality which BA accords its own directory listing
19.1.5 BA will include, without charge, an Other Local Service
Provider section in its Primary White and Primary White and Yellow Page
Telephone Directories. When MGC is operating with established end users in the
geographic region covered by a specific White Page or Primary White and Yellow
Page Directory, MGC will be included, at its request, in the Other Local Service
Provider section of that specific directory. MGC will be responsible for
providing the Other Local Service Provider Information Pages Input Form to Xxxx
Atlantic Yellow Pages Company for each directory. MGC telephone numbers for
installation, repair and billing departments, and logo information that appears
in the directory will be in accordance with BA's generally applicable policies.
MGC shall comply with the Other Local Service Provider Information Pages General
19.1.6 BA will provide MGC with a report of all MGC customer
listings ninety (90) days prior to service order close date for that directory
in such form and format as may be mutually agreed to by both parties. Both
Parties shall use their best efforts to ensure the accurate listing of such
information. BA will process any corrections made by MGC with respect to its
listings, provided such corrections are received prior to the close date of the
particular directory. BA will provide appropriate advance notice of applicable
19.1.7 Yellow Page Maintenance
BA will work cooperatively with MGC so that Yellow Page
advertisements purchased by customers who switch their service to MGC (including
customers utilizing Interim Telephone Number Portability) are maintained without
interruption. BA will allow MGC
customers to purchase new yellow pages advertisements without discrimination,
under the identical rates, terms and conditions that apply to BA's customers.
19.2 Directory Assistance and Operator Services
At the option of MGC, BA will provide Directory Assistance to MGC
Customers on behalf of MGC under the following terms and conditions:
BA provides Directory Assistance ("DA") service to MGC's customers
served by MGC's own switching facilities over separate trunk groups ordered or
provided by MGC to the BA Traffic Operation Position Systems ("TOPS") switch(es)
designated by BA. Access to the BA DA platform from MGC's local switch requires
that MGC utilize Feature Group C ("FG-C") Modified Operator Services Signaling.
The Interoffice Transmission Facility ("IOF") mileage rate for the facility will
be based on airline mileage using V&H coordinate methods from the MGC location
to the designated BA TOPS. Trunk terminations at the TOPS switch(es) require MGC
to purchase trunk ports at rates specified in Exhibit A. For each trunk group
MGC must indicate the DA option selected from those set forth in 19.2.2 (a), (b)
and (c) below; and/or
BA provides MGC access to DA service for MGC Customers served by BA
unbundled local Switching Elements, through dedicated IOF and trunk ports
between the BA End Office in which MGC has unbundled local switching ports and
the BA TOPS switches. Additional per minute of use ("MOU") local switching
charges, set forth in Exhibit A, will apply for all calls which interconnect
from the unbundled local switching ports to the BA TOPS.
19.2.1 Directory Assistance
At MGC's option, BA will provide MGC Customers access to Telephone
Directory Assistance operators via 411, 555-1212, or 1+ (NPA) 555-
Rates for requests for Directory Assistance will be billed to MGC
and are stated in Exhibit A.
BA will not provide Directory Assistance call allowances to MGC or
19.2.2 Directory Assistance with Branding
This service allows MGC to select only one of the three options as
. (a) MGC may provide BA with a MGC branded, introductory
Directory Assistance and Operator Services announcement
which will be played for all MGC Customers completing DA
or Operator Services calls over the trunk group to the
Such branding announcement may be a maximum of eighteen (18)
seconds, recorded by MGC or, at MGC's request and subject to
charges to be determined on an individual case basis, by BA. MGC
must provide a minimum of two (2) audio cassette recordings of the
MGC branding announcement.
. (b) MGC may request BA branded announcement.
. (c) MGC may request an unbranded, generic announcement.
Rates for requests for Directory Assistance with branding will be
billed to MGC and are stated in Exhibit A.
19.3 Directory Assistance Call Completion
At MGC's option BA will provide Directory Assistance Call Completion
("DACC") for automatic connection of a MGC Customer calling BA DA and the
published telephone number requested.
After the BA DA operator provides the requested number, a recorded
service message will offer to connect the MGC Customer to that number for a
specified additional charge.
The MGC Customer can accept the offer for DACC by depressing a button
(touch tone) or responding by voice (dial), as instructed by the voice message.
The DACC charge will apply as set forth in Exhibit A. In addition, for
calls originating from a facilities-based MGC switch or for calls from MGC
unbundled local switching line ports, there will be charges to terminate the
call from the TOPS Tandem to the called party. These include applicable per
minute of use Unbundled Tandem Transport Charges ("UTTC") for each call
transported between the TOPS Tandem and the originating End Office, per minute
Tandem Transit Switching Charge ("TTSC") for each call that traverses a BA
Tandem switch, and the appropriate per minute of use charges for Reciprocal
Compensation ("UNRCC" or "UCRCC") depending on the terminating End Office
Switch, as set forth in Exhibit A.
DACC is available to MGC residence and business Customers and from
public telephones on a collect, xxxx to third number or calling card basis.
Appropriate charges for the selected billing option will apply in addition to
the DACC charge.
DACC is available with all telephone numbers in the BA DA database with
the following exceptions:
- non-published telephone numbers
- interLATA numbers
- 700, 800 and 900 numbers.
When a caller requests more than one number for Directory Assistance,
DACC is offered only for the first eligible listing that was selected by the
The DACC charge applies only to calls actually completed.
The DACC charge will be credited for completion of calls to the wrong
number, incomplete connections or calls with unsatisfactory transmission as set
forth in Section 19.4 following.
Rates for requests for DACC will be billed to MGC as set forth in
19.4 Directory Assistance Credits
Directory Assistance credits will apply to MGC for directory
inaccessibility, wrong numbers, cut-offs and poor transmission. When a MGC
Customer reports such a call, i.e. the requested number, the provided number,
and the reason the provided number is incorrect, to the BA directory assistance
operator, the number of calls for which a credit will apply will be developed by
the BA DA operator and credited to MGC. BA will identify the specific MGC
Customer to whom the credit applies.
19.5 Direct Access to Directory Assistance
Direct Access to Directory Assistance ("DADA") is a database service
that provides access to BA listings to a MGC operator. The DADA database is a
physically distinct entity from the BA DA database, populated with identical
listing data, and updated from the same source on a daily basis.
To obtain access, MGC is required to arrange for interconnection to the
database. BA will interconnect at any technically feasible point designated by
BA will provide MGC with a User Guide for training its agents.
Rates and Charges for DADA are stated in Exhibit A.
19.6 Inward Operator Services
Inward Operator Services enables MGC or its operator service provider to
connect to the BA TOPS office(s) for the purpose of providing certain operator
services to MGC Customers. There are two types of Inward Operator Services:
19.6.1 Busy Line Verification ("BLV"):
BLV is service wherein, at the request of MGC's Customer or
operator service provider, a BA operator will attempt to determine the status of
an exchange service line (e.g., conversation in progress, available to receive a
call or out of service) and report to MGC's Customer or operator service
19.6.2 Busy Line Verification/Interrupt ("BLV/I")
BLV/I is a service wherein, at the request of MGC's Customer or
operator service provider, a BA operator will determine and report whether a
conversation is in progress on an exchange service line, and then interrupt such
conversation to request that it be terminated so that MGC's Customer may
complete a call to the line. MGC may order Inward Operator Services under the
following terms and conditions:
Inward Operator Services are provided over trunk groups ordered by
MGC or its alternate operator service provider to BA TOPS switch(es) as
specified by BA.
Inward Operator Services cannot be provided for ported telephone
numbers, or telephone numbers which forward calls using Call Forwarding Variable
BA will provide BLV and BLV/I for telephone numbers provided in its
The BA operator will respond to one telephone number per call on
requests for BLV or BLV/I.
BA will designate the TOPS switch(es) serving specific NXXs and make
such information available to MGC.
MGC and its Customer shall indemnify and save BA harmless against all
claims that may arise from either party to the interrupted call or any other
Rates and Charges for Inward Operator Services are set forth in
19.7 Operator Services
At MGC's option, BA will provide for the routing of Operator Services
("OS") calls dialed by MGC Customers directly to either the MGC Operator
Services platform or to the BA Operator Services platform.
BA provides OS to MGC Customers served by MGC switches over separate trunk
groups ordered or provided by MGC to the BA TOPS switch(es) as specified by BA.
Access to the BA OS platform from MGC's local switch requires that MGC utilize
Feature Group C Modified Operator Services Signaling. The Interoffice
Transmission Facility mileage rate for the facility will be based on airline
mileage using V&H coordinate methods from the MGC location to the designated BA
TOPS. Trunk terminations at the TOPS switch(es) require MGC to purchase trunk
ports at rates specified in Exhibit A. For each trunk group, MGC must indicate
the branding option selected as set forth in Sections 19.2.2 (a), (b), and (c)
BA also provides MGC access to OS for MGC Customers served by BA unbundled
local Switching Elements, through dedicated IOF and trunk ports between the BA
End Office in which MGC has unbundled local switching ports and the BA TOPS
switches. Additional per minute of use ("MOU") local switching charges, set
forth in Exhibit A, will apply for all calls which interconnect from the
unbundled local switching ports to the BA TOPS.
19.8 0+ Mechanized Operator Calls (Calling Card, Collect, Xxxx to Third
At MGC's option, the mechanized BA operator interface will provide MGC's
Customer the ability to complete 0+ mechanized operator calls using alternate
billing capabilities without live operator assistance. Alternate billing call
completions can be calling card, collect or xxxx-to-third-number.
0+ mechanized calls may be routed over the same DA trunk groups which
provide interconnection from the MGC switch or from the MGC unbundled local
switching line ports to the BA TOPS.
Rates for requests for 0+ mechanized calls will be billed to MGC and are
set forth in Exhibit A. In addition, for calls originating from a facilities-
based MGC switch or for calls from MGC unbundled local switching line ports,
there will be charges to terminate the call from the TOPS Tandem to the called
party. These include applicable per minute of use Unbundled
Tandem Transport Charges ("UTTC") for each call transported between the
TOPS Tandem and the originating End Office, per minute of use Tandem Transit
Switching Charge ("TTSC') for each call that traverses a BA Tandem switch, and
the appropriate per minute of use charges for Reciprocal Compensation ("UNRCC"
or "UCRCC") depending on the terminating End Office Switch, as set forth in
19.9 0- Operator Handled Calls (Calling Card, Collect, Xxxx to Third
At MGC's option, the BA will provide live operator assistance to the MGC
Customer for intraLATA calls completion via 0- dialing with alternate billing
capabilities. Alternate billing capabilities include calling card, collect and
xxxx-to-third-number, station-to-station and person-to-person.
0- operator handled calls may be routed over the same DA trunk groups which
provide interconnection from the MGC switch or the MGC unbundled local switching
line ports to the BA TOPS.
Rates for requests for 0- operator handled calls will be billed to MGC and
are set forth in Exhibit A. In addition, for calls originating from a
facilities-based MGC switch or for calls from MGC unbundled local switching line
ports, there will be charges to terminate the call from the TOPS Tandem to the
called party. These include applicable per minute of use Unbundled Tandem
Transport Charges ("UTTC") for each call transported between the TOPS Tandem and
the originating End Office, per minute of use Tandem Transit Switching Charge
("TTSC") for each call that traverses a BA Tandem switch, and the appropriate
per minute of use charges for Reciprocal Compensation ("UNRCC" or "UCRCC")
depending on the terminating End Office Switch, as set forth in Exhibit A.
19.10 Operator Emergency Bulletin Service
At MGC's option, BA will provide MGC with emergency numbers for police,
fire, ambulance and Public Safety Answering Points (PSAP) in the BA serving area
so that MGC operators can connect callers directly to the proper emergency
The BA Operator Emergency Bulletin Service lists the emergency, police,
fire, ambulance and PSAP telephone numbers by municipality and in alphabetical
order for each of the areas served by BA.
Operator Emergency Bulletin Service is available for use by MGC operators
solely for the purpose of assisting callers in reaching an emergency bureau.
Operator Emergency Bulletin Service provides a copy of BA's own emergency
bulletin. This service includes one annual copy of the bulletin plus periodic
updates during the year. Other Local Exchange Carrier emergency numbers are not
Rates and charges for Operator Emergency Bulletin service are set forth in
19.11 Operator Passthrough Service
At MGC's option, BA will, provide MGC's Customers with operator passthrough
service to access their presubscribed Interexchange Carrier's operators for
operator assisted call completion. Such access will be available only where the
presubscribed IXC provides operator services for MGC's Customers for calls
originating from a particular LATA, and where the IXC OS has the capability to
receive calls passed from BA within the LATA.
If an IXC does not provide operator services for MGC's Customer, BA will
provide MGC's Customer with access to an IXC designated operator services
provider or to a BA provided announcement which will direct MGC's Customer to
contact the Customer's presubscribed IXC for dialing instructions.
The Operator Passthrough charge is applied on an operator work second
basis, and rated using the 0- operator handled calls in Exhibit A.
MGC will be charged for calls passed through to either the Presubscribed
IXC's operator, or to a BA provided recording indicating that the IXC does not
provide service in that area.
Rates and charges for operator passthrough service are stated in Exhibit
20.0 COORDINATION WITH TARIFF TERMS
20.1 The Parties acknowledge that some of the services, facilities, and
arrangements described herein are or will be available under and subject to the
terms of the federal or state tariffs of the other Party applicable to such
services, facilities, and arrangements. To the extent a Tariff of the providing
Party applies to any service, facility, and arrangement described herein, the
Parties agree as follows:
20.1.1 Those rates and charges set forth in Exhibit A for the
services, facilities, and arrangements described herein that reference or are
identical to a rate contained in an existing Tariff of the providing Party,
shall conform with those contained in the then-prevailing Tariff and vary in
accordance with any changes that may be made to the Tariff rates and charges
subsequent to the Effective Date.
20.1.2 As applied to wholesale discount rates, unbundled Network
Elements or termination of Reciprocal Compensation Traffic and other
Interconnection services purchased for the provision of Telephone Exchange
Service or Exchange Access, the rates and charges set forth in Exhibit A shall
apply until such time as they are replaced by new rates as may be approved by
the Commission from time to time, subject to a stay or other order issued by any
court of competent jurisdiction. At such time(s) as such new rates have been
approved by the Commission, the Parties shall amend Exhibit A to reflect the new
20.2 Except with respect to the rates and charges described in subsection
20.1 above, all other terms contained in an applicable Tariff of the providing
Party shall apply in connection with its provision of the particular service,
facility, and arrangement hereunder.
21.1 MGC shall maintain, during the term of this Agreement, all
insurance and/or bonds required by law and necessary to satisfy its obligations
under this Agreement, including, without limitation, its obligations set forth
in Section 25 hereof. At a minimum and without limiting the foregoing covenant,
MGC shall maintain the following insurance:
(a) Commercial General Liability Insurance, on an occurrence basis,
including but not limited to, premises-operations, broad form property
damage, products/completed operations, contractual liability,
independent contractors, and personal injury, with limits of at least
$2,000,000 combined single limit for each occurrence.
(b) Automobile Liability, Comprehensive Form, with limits of at least
$500,000 combined single limit for each occurrence.
(c) Excess Liability, in the umbrella form, with limits of at least
$10,000,000 combined single limit for each occurrence.
(d) Worker's Compensation Insurance as required by law and Employer's
Liability Insurance with limits of not less than $1,000,000 per
21.2 MGC shall name BA as an additional insured on the foregoing insurance.
21.3 MGC shall, within two (2) weeks of the date hereof and on a semi-
annual basis thereafter, furnish certificates or other adequate proof of the
foregoing insurance. The certificates or other proof of the foregoing insurance
shall be sent to: [Xxxx Atlantic, Insurance Administration Group, 0000 X. Xxxxx
Xxxxx Xxxx, 0xx Xxxxx, Xxxxxxxxx, Xxxxxxxx, 00000]. In addition, MGC shall
require its agents, representatives, or contractors, if any, that may enter upon
the premises of BA or BA's affiliated companies to maintain similar and
appropriate insurance and, if requested, to furnish BA certificates or other
adequate proof of such insurance. Certificates furnished by MGC or MGC's agents,
representatives, or contractors shall contain a clause stating: "BA - New York
shall be notified in writing at least thirty (30) days prior to cancellation of,
or any material change in, the insurance."
22.0 TERM AND TERMINATION
22.1 This Agreement shall be effective as of the date first above
written and continue in effect until December 31, 1999, and thereafter the
Agreement shall continue in force and effect unless and until terminated as
provided herein. Upon the expiration of the initial term, either Party may
terminate this Agreement by providing written notice of termination to the other
Party, such written notice to be provided at least ninety (90) days in advance
of the date of termination. In the event of such termination, those service
arrangements made available under this Agreement and existing at the time of
termination shall continue without interruption under (a) a new agreement
executed by the Parties, (b) standard Interconnection terms and conditions
approved and made generally effective by the Commission, (c) Tariff terms and
conditions generally available to CLECs, or (d) if none of the above is
available, under the terms of this Agreement on a month-to-month basis until
such time as (a), (b), or (c) becomes available.
22.2 For service arrangements made available under this Agreement and
existing at the time of termination, if the standard Interconnection terms and
conditions or Tariff terms and conditions result in the non-terminating Party
physically rearranging facilities or incurring programming expense, the non-
terminating Party shall be entitled to recover such rearrangement or programming
costs from the terminating Party.
22.3 If either Party defaults in the payment of any amount due
hereunder, or if either Party violates any other provision of this Agreement,
and such default or violation shall continue for sixty (60) days after written
notice thereof, the other Party may terminate this Agreement and services
hereunder by written notice; provided the other Party has provided the
defaulting Party and the appropriate federal and/or state regulatory bodies with
written notice at least twenty-five (25) days prior to terminating service.
Notice shall be posted by overnight mail, return receipt requested. If the
defaulting Party cures the default or violation within the twenty-five (25) day
period, the other Party will not terminate service or this Agreement but shall
be entitled to recover all costs, if any, incurred by it in connection with the
default or violation, including, without limitation, costs incurred to prepare
for the termination of service.
23.0 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
EXCEPT AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT, NO PARTY MAKES OR
RECEIVES ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES,
FUNCTIONS AND PRODUCTS IT PROVIDES UNDER OR CONTEMPLATED BY THIS AGREEMENT AND
THE PARTIES DISCLAIM THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.
24.0 CANCELLATION CHARGES
Except as provided in this Agreement or as otherwise provided in any
applicable Tariff, no cancellation charges shall apply.
25.1 Each Party agrees to release, indemnify, defend and hold
harmless the other Party from and against all losses, claims, demands, damages,
expenses, suits or other actions, or any liability whatsoever, including, but
not limited to, costs and attorneys' fees (collectively, a "Loss"), (a) whether
suffered, made, instituted, or asserted by any other party or person, relating
to personal injury to or death of any person, or for loss, damage to, or
destruction of real and/or personal property, whether or not owned by others,
arising from transactions or activities relating to this Agreement and to the
extent proximately caused by the negligent or willful acts or omissions of the
indemnifying Party, regardless of the form of action, or (b) suffered, made,
instituted, or asserted by its own customer(s) against the other Party arising
out of the other Party's provision of services to the indemnifying Party under
this Agreement. Notwithstanding the foregoing indemnification, nothing in this
Section 25.0 shall affect or limit any claims, remedies, or other actions the
indemnifying Party may have against the indemnified Party under this Agreement,
any other contract, or any applicable Tariff(s), regulations or laws for the
indemnified Party's provision of said services.
25.2 The indemnification provided herein shall be conditioned upon:
(a) The indemnified Party shall promptly notify the indemnifying
Party of any action taken against the indemnified Party relating
to the indemnification.
(b) The indemnifying Party shall have sole authority to defend any
such action, including the selection of legal counsel, and the
indemnified Party may engage separate legal counsel only at its
sole cost and expense.
(c) In no event shall the indemnifying Party settle or consent to
any judgment pertaining to any such action without the prior
written consent of the indemnified Party, which consent shall
not be unreasonably withheld. However, in the event the
settlement or judgment requires a contribution from or affects
the rights of the
Indemnified Party, the Indemnified Party shall have the right to
refuse such settlement or judgment and, at its own cost and
expense, take over the defense against such Loss, provided that
in such event the indemnifying Party shall not be responsible
for, nor shall it be obligated to indemnify the indemnified
Party against, the Loss for any amount in excess of such refused
settlement or judgment.
(d) The indemnified Party shall, in all cases, assert any and all
provisions in its Tariffs that limit liability to third parties
as a bar to any recovery by the third party claimant in excess
of such limitation of liability.
(e) The indemnified Party shall offer the indemnifying Party all
reasonable cooperation and assistance in the defense of any such
26.0 LIMITATION OF LIABILITY
26.1 The liability of either Party to the other Party for damages
arising out of failure to comply with a direction to install, restore or
terminate facilities; or out of failures, mistakes, omissions, interruptions,
delays, errors, or defects (collectively, "Errors") occurring in the course of
furnishing any services, arrangements, or facilities hereunder shall be
determined in accordance with the terms of the applicable tariff(s) of the
providing Party. In the event no tariff(s) apply, the providing Party's
liability for such Errors shall not exceed an amount equal to the pro rata
monthly charge for the period in which such failures, mistakes, omissions,
interruptions, delays, errors or defects occur. Recovery of said amount shall be
the injured Party's sole and exclusive remedy against the providing Party for
such failures, mistakes, omissions, interruptions, delays, errors or defects.
26.2 Neither Party shall be liable to the other in connection with
the provision or use of services offered under this Agreement for indirect,
incidental, consequential, reliance or special damages, including (without
limitation) damages for lost profits (collectively, "Consequential Damages"),
regardless of the form of action, whether in contract, warranty, strict
liability, or tort, including, without limitation, negligence of any kind, even
if the other Party has been advised of the possibility of such damages;
provided, that the foregoing shall not limit a Party's obligation under Section
26.3 The Parties agree that neither Party shall be liable to the
customers of the other Party in connection with its provision of services to the
other Party under this Agreement. Nothing in this Agreement shall be deemed to
create a third party beneficiary relationship between the Party providing the
service and the customers of the Party purchasing the service. In
the event of a dispute involving both Parties with a customer of one Party, both
Parties shall assert the applicability of any limitations on liability to
customers that may be contained in either Party's applicable Tariff(s).
27.0 PERFORMANCE STANDARDS FOR SPECIFIED ACTIVITIES
27.1 Performance Standards
BA shall provide the Interconnection and unbundled Network Elements
contemplated hereunder in accordance with the performance standards set forth in
Section 251(c) of the Act and the FCC Regulations.
27.2 Performance Reporting
27.2.1 At such time as BA makes available the Performance
Monitoring Reports described by the FCC Order in the Application of XXXX
ATLANTIC Corporation, Transferee, For Consent to Transfer Control of XXXX
ATLANTIC Corporation and its Subsidiaries, NSD-L-96-10, Memorandum Opinion and
Order (August 14, 1997) ("the FCC Merger Order") to other Telecommunications
Carriers purchasing Interconnection from BA, BA shall provide MGC with the
Performance Monitoring Reports applicable to MGC in accordance with the
requirements of said FCC Merger Order.
27.2.2 MGC agrees that the performance information included in
the Performance Monitoring Reports is confidential and proprietary to BA, and
shall be used by MGC solely for internal performance assessment purposes, for
purposes of joint MGC and BA assessments of service performance, and for
reporting to the Commission, the FCC, or courts of competent jurisdiction, under
cover of an agreed-upon protective order, for the sole purpose of enforcing BA's
obligations hereunder. MGC shall not otherwise disclose this information to
28.0 COMPLIANCE WITH LAWS; REGULATORY APPROVAL
28.1 Each Party shall promptly notify the other Party in writing of
any governmental action that suspends, cancels, withdraws, limits, or otherwise
materially affects its ability to perform its obligations hereunder.
28.2 The Parties understand and agree that this Agreement will be
filed with the Commission and may thereafter be filed with the FCC as an
integral part of BA's application
pursuant to Section 271(d) of the Act. The Parties covenant and agree that this
Agreement is satisfactory to them as an agreement under Section 251 of the Act.
Each Party covenants and agrees to fully support approval of this Agreement by
the Commission or the FCC under Section 252 of the Act without modification. The
Parties, however, reserve the right to seek regulatory relief and otherwise seek
redress from each other regarding performance and implementation of this
Agreement, including, without limitation, the conformance of this Agreement to
the FCC Regulations as provided in subsection 28.3 below.
28.3 The Parties recognize that the FCC has issued and may continue
to issue regulations implementing Sections 251, 252, and 271 of the Act that
affect certain terms contained in this Agreement. In the event that any one or
more of the provisions contained herein is inconsistent with any applicable rule
contained in such FCC Regulations or, in BA's reasonable determination, affects
BA's application pursuant to Section 271(d) of the Act, the Parties agree to
make only the minimum revisions necessary to eliminate the inconsistency or
amend the application-affecting provision(s). Such minimum revisions shall not
be considered material, and shall not require further Commission approval
(beyond any Commission approval required under Section 252(e) of the Act).
28.4 In the event any Applicable Law other than the FCC Regulations
requires modification of any material term(s) contained in this Agreement,
either Party may require a renegotiation of the term(s) that require direct
modification as well as of any term(s) that are reasonably affected thereby. If
neither Party requests a renegotiation or if an Applicable Law requires
modification of any non-material term(s), then the Parties agree to make only
the minimum modifications necessary, and the remaining provisions of this
Agreement shall remain in full force and effect. For purposes of this
subsection 28.4 and without limitation of any other modifications required by
Applicable Laws, the Parties agree that any modification required by Applicable
Laws (i) to the two-tier Reciprocal Call Termination compensation structure for
the transport and termination of Reciprocal Compensation Traffic described in
Exhibit A, or (ii) that affects either Party's receipt of reciprocal
compensation for the transport and termination of Reciprocal Compensation
Traffic, shall be deemed to be a modification of a material term that requires
immediate good faith renegotiation between the Parties.
28.5 Compliance with the Communications Assistance for Law
Enforcement Act of 1994 ("CALEA"). Each Party represents and warrants that any
equipment, facilities or services provided to the other Party under this
Agreement comply with CALEA. Each Party shall indemnify and hold the other Party
harmless from any and all penalties imposed upon the other Party for such
noncompliance and shall at the non-compliant Party's sole cost and expense,
modify or replace any equipment, facilities or services provided to the other
Party under this Agreement to ensure that such equipment, facilities and
services fully comply with CALEA.
29.1.1 BA is a corporation duly organized, validly existing and
in good standing under the laws of the State of New York and has full power and
authority to execute and deliver this Agreement and to perform the obligations
29.1.2 MGC is a corporation duly organized, validly existing
and in good standing under the laws of the State of Nevada, and has full power
and authority to execute and deliver this Agreement and to perform its
29.2 Independent Contractor
Each Party shall perform services hereunder as an independent
contractor and nothing herein shall be construed as creating any other
relationship between the Parties. Each Party and each Party's contractor shall
be solely responsible for the withholding or payment of all applicable federal,
state and local income taxes, social security taxes and other payroll taxes with
respect to their employees, as well as any taxes, contributions or other
obligations imposed by applicable state unemployment or workers' compensation
acts. Each Party has sole authority and responsibility to hire, fire and
otherwise control its employees.
29.3 Force Majeure
Neither Party shall be responsible for delays or failures in
performance resulting from acts or occurrences beyond the reasonable control of
such Party, regardless of whether such delays or failures in performance were
foreseen or foreseeable as of the date of this Agreement, including, without
limitation: adverse weather conditions, fire, explosion, power failure, acts of
God, war, revolution, civil commotion, or acts of public enemies; any law,
order, regulation, ordinance or requirement of any government or legal body; or
labor unrest, including, without limitation, strikes, slowdowns, picketing or
boycotts; or delays caused by the other Party or by other service or equipment
vendors; or any other circumstances beyond the Party's reasonable control. In
such event, the affected Party shall, upon giving prompt notice to the other
Party, be excused from such performance on a day-to-day basis to the extent
such Party's obligations relate to the performance so interfered with). The
affected Party shall use its best efforts to avoid or remove the cause(s) of
non-performance and both Parties shall proceed to perform with dispatch once the
cause(s) are removed or cease.
29.4.1 All information, including but not limited to specification,
microfilm, photocopies, magnetic disks, magnetic tapes, drawings, sketches,
models, samples, tools, technical information, data, employee records, maps,
financial reports, and market data, (i) furnished by one Party to the other
Party dealing with customer specific, facility specific, or usage specific
information, other than customer information communicated for the purpose of
publication or directory database inclusion, or (ii) in written, graphic,
electromagnetic, or other tangible form and marked at the time of delivery as
"Confidential" or "Proprietary," or (iii) communicated orally and declared to
the receiving Party at the time of delivery, and by written notice given to the
receiving Party within ten (10) days after delivery, to be "Confidential" or
"Proprietary" (collectively referred to as "Proprietary Information"), shall
remain the property of the disclosing Party.
29.4.2 Each Party shall keep all of the other Party's Proprietary
Information confidential in the same manner it holds its own Proprietary
Information confidential (which in all cases shall be no less than reasonable)
and shall use the other Party's Proprietary Information only for performing the
covenants contained in this Agreement. Neither Party shall use the other
Party's Proprietary Information for any other purpose except upon such terms and
conditions as may be agreed upon between the Parties in writing.
29.4.3 Unless otherwise agreed, the obligations of confidentiality
and non-use set forth in this Agreement do not apply to such Proprietary
(a) was, at the time of receipt, already known to the receiving
Party free of any obligation to keep it confidential as
evidenced by written records prepared prior to delivery by
the disclosing Party; or
(b) is or becomes publicly known through no wrongful act of the
receiving Party; or
(c) is rightfully received from a third person having no direct
or indirect secrecy or confidentiality obligation to the
disclosing Party with respect to such information; or
(d) is independently developed by an employee, agent, or
contractor of the receiving Party that is not involved in
any manner with the provision of services pursuant to this
Agreement and does not have any direct or indirect access to
the Proprietary Information; or
(e) is approved for release by written authorization of the
disclosing Party; or
(f) is required to be made public by the receiving Party
pursuant to applicable law or regulation, provided that the
receiving Party shall give sufficient notice of the
requirement to the disclosing Party to enable the disclosing
Party to seek protective orders.
29.4.4 Upon request by the disclosing Party, the receiving Party
shall return all tangible copies of Proprietary Information, whether written,
graphic, electromagnetic or otherwise, except that the receiving Party may
retain one copy for archival purposes only.
29.4.5 Notwithstanding any other provision of this Agreement, the
provisions of this subsection 29.4 shall apply to all Proprietary Information
furnished by either Party to the other in furtherance of the purpose of this
Agreement, even if furnished before the Effective Date.
29.5 Choice of Law
The construction, interpretation and performance of this Agreement shall be
governed by and construed in accordance with the laws of the state in which this
Agreement is to be performed, except for its conflicts of laws provisions. In
addition, insofar as and to the extent federal law may apply, federal law will
Each Party purchasing services hereunder shall pay or otherwise be
responsible for all federal, state, or local sales, use, excise, gross receipts,
transaction or similar taxes, fees or surcharges levied against or upon such
purchasing Party (or the providing Party when such providing Party is permitted
to pass along to the purchasing Party such taxes, fees or surcharges), except
for any tax on either Party's corporate existence, status or income. Whenever
possible, these amounts shall be billed as a separate item on the invoice. To
the extent a sale is claimed to be for resale tax exemption, the purchasing
Party shall furnish the providing Party a proper resale
tax exemption certificate as authorized or required by statute or regulation by
the jurisdiction providing said resale tax exemption. Failure to timely provide
said resale tax exemption certificate will result in no exemption being
available to the purchasing Party.
Either Party may assign this Agreement or any of its rights or obligations
hereunder to a third party, including, without limitation, its parent or other
affiliate, with the other Party's prior written consent, which consent shall not
be unreasonably withheld upon the provision of reasonable evidence by the
proposed assignee that it has the resources, ability, and authority to provide
satisfactory performance under this Agreement. Any assignment or delegation in
violation of this subsection 29.7 shall be void and ineffective and constitute a
default of this Agreement.
29.8 Billing and Payment; Disputed Amounts
29.8.1 Except as may otherwise be provided in this Agreement, each
Party shall submit on a monthly basis an itemized statement of charges incurred
by the other Party during the preceding month(s) for services rendered
hereunder. Payment of billed amounts under this Agreement, whether billed on a
monthly basis or as otherwise provided herein, shall be due, in immediately
available U.S. funds, within thirty (30) days of the date of such statement.
29.8.2 Although it is the intent of both Parties to submit timely
and accurate statements of charges, failure by either Party to present
statements to the other Party in a timely manner shall not constitute a breach
or default, or a waiver of the right to payment of the incurred charges, by the
billing Party under this Agreement, and the billed Party shall not be entitled
to dispute the billing Party's statement(s) based on such Party's failure to
submit them in a timely fashion.
29.8.3 If any portion of an amount due to a Party (the "Billing
Party") under this Agreement is subject to a bona fide dispute between the
Parties, the Party billed (the "Non-Paying Party") shall within thirty (30) days
of its receipt of the invoice containing such disputed amount give notice to the
Billing Party of the amounts it disputes ("Disputed Amounts") and include in
such notice the specific details and reasons for disputing each item. The Non-
Paying Party shall pay when due (i) all undisputed amounts to the Billing Party
and (ii) all Disputed Amounts into an interest bearing escrow account with a
third Party escrow agent mutually agreed upon by the Parties.
29.8.4 If the Parties are unable to resolve the issues related to
the Disputed Amounts in the normal course of business within ninety (90) days
after delivery to the Billing Party of notice of the Disputed Amounts, each of
the Parties shall appoint a designated representative who has authority to
settle the dispute and who is at a higher level of management than the persons
with direct responsibility for administration of this Agreement. The designated
representatives shall meet as often as they reasonably deem necessary in order
to discuss the dispute and negotiate in good faith in an effort to resolve such
dispute. The specific format for such discussions will be left to the discretion
of the designated representatives, however all reasonable requests for relevant
information made by one Party to the other Party shall be honored.
29.8.5 If the Parties are unable to resolve issues related to the
Disputed Amounts within forty-five (45) days after the Parties' appointment of
designated representatives pursuant to subsection 29.9, then either Party may
file a complaint with the Commission to resolve such issues or proceed with any
other remedy pursuant to law or equity. The Commission may direct release of
any or all funds (including any accrued interest) in the escrow account, plus
applicable late fees, to be paid to either Party.
29.8.6 The Parties agree that all negotiations pursuant to this
subsection 29.8 shall remain confidential and shall be treated as compromise and
settlement negotiations for purposes of the Federal Rules of Evidence and state
rules of evidence.
29.8.7 Any undisputed amounts not paid when due shall accrue
interest from the date such amounts were due at the lesser of (i) one and one-
half percent (1-1/2%) per month or (ii) the highest rate of interest that may be
charged under applicable law.
29.9 Dispute Resolution
29.9.1 Any dispute between the Parties regarding the interpretation
or enforcement of this Agreement or the provision of any services hereunder
shall be addressed by good faith negotiation between the Parties, in the first
instance, according to the escalation procedures in Subsection 29.9.2 below,
other than billing disputes which shall be addressed according to the procedures
established in Section 29.8. Should such negotiations fail to resolve the
dispute in the appropriate time periods as specified in Subsection 29.9.2,
either Party may initiate an appropriate action in any regulatory or judicial
forum of competent jurisdiction. The Parties may also agree to other informal
resolution processes for specific circumstances prior to initiating a regulatory
or judicial action.
29.9.2 Escalation Procedures
The Parties shall submit any dispute between BA and MGC for
resolution to an Inter-Company Review Board consisting of one representative
from each Party at the vice-president or above level (or such lower level as the
Parties agree) according to the following procedures:
(a) Each Party must designate its initial representative to the
Inter-Company Review Board within (15) days of the Effective
Date of this Agreement.
(b) A Party may change its designee, or select an alternative
designee, on one (1) day's notice to the other Party.
(c) A dispute will be deemed submitted to the Inter-Company
Review Board on the date a Party requests Inter-Company
Review Board action in writing, transmitted by facsimile as
set forth in Section 29.10 of the Agreement and to each
Party's representative designated pursuant to Section 29.9.2
(d) If the Inter-Company Review Board is unable to resolve a
service affecting dispute within five business days (or such
longer period as agreed to in writing by the Parties) of
submission to it of the dispute, a Party may initiate a
judicial or regulatory proceeding in accordance with the
requirements of Section 29.9.1.
(e) If the Inter-Company Review Board is unable to resolve a non-
service affecting dispute within thirty (30) days (or such
longer period as agreed to in writing by the Parties) of
submission to it of the dispute, a Party may initiate a
judicial or regulatory proceeding in accordance with the
requirements of Section 29.9.1.
(f) The Parties agree that all negotiations pursuant to this
Section 29.9 shall be confidential and shall be treated as
compromise and settlement negotiations for purposes of the
Federal Rules of Evidence and state rules of evidence.
Except as otherwise provided in this Agreement, notices given by one Party
to the other Party under this Agreement shall be in writing and shall be (a)
delivered personally, (b) delivered by express delivery service, (c) mailed,
certified mail or first class U.S. mail postage prepaid, return receipt
requested, or (d) delivered by telecopy to the following addresses of the
MGC COMMUNICATIONS, INC.
0000 Xxxxx Xxxxxxx Xxxxx
Xxx Xxxxx, Xxxxxx 00000
Attn: Xxxx X. Xxxxxx
Vice President and General Counsel
0000 Xxxxxx xx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: President - Telecommunications Industry Services
Facsimile: (000) 000-0000
with a copy to:
0000 Xxxxxx xx Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: General Counsel
Facsimile: (000) 000-0000
or to such other address as either Party shall designate by proper notice.
Notices will be deemed given as of the earlier of (i) the date of actual
receipt, (ii) the next business day when notice is sent via express mail or
personal delivery, (iii) three (3) days after mailing in the case of first
class or certified U.S. mail, or (iv) on the date set forth on the confirmation
in the case of telecopy.
29.11 Section 252(i) Obligations
29.11.1 To the extent required under Applicable Law, BA shall make
available without unreasonable delay to MGC any individual interconnection,
service or network element contained in any agreement to which it is a party
that is approved by the Commission pursuant to Section 252 of the Act, upon the
same rates, terms, and conditions as those provided in the agreement.
29.11.2 To the extent the exercise of the foregoing options
requires a rearrangement of facilities by the providing Party, the opting Party
shall be liable for the non-recurring charges associated therewith.
29.11.3 The Party electing to exercise such option shall do so by
delivering written notice to the first Party. Upon receipt of said notice by
the first Party, the Parties shall amend this Agreement to provide the same
rates, terms and conditions to the notifying Party for the remaining term of
this Agreement; provided, however, that the Party exercising its option under
this subsection 29.11 must continue to provide the same services or arrangements
to the first Party as required by this Agreement, subject either to the rates,
terms, and conditions applicable to the first Party in its agreement with the
third party or to the rates, terms, and conditions of this Agreement, whichever
is more favorable to the first Party in its sole determination.
29.12 Joint Work Product
This Agreement is the joint work product of the Parties and has been
negotiated by the Parties and their respective counsel and shall be fairly
interpreted in accordance with its terms and, in the event of any ambiguities,
no inferences shall be drawn against either Party.
29.13 No Third Party Beneficiaries; Disclaimer of Agency
This Agreement is for the sole benefit of the Parties and their permitted
assigns, and nothing herein express or implied shall create or be construed to
create any third-party beneficiary rights hereunder. Except for provisions
herein expressly authorizing a Party to act for another, nothing in this
Agreement shall constitute a Party as a legal representative or agent of the
other Party, nor shall a Party have the right or authority to assume, create or
incur any liability
or any obligation of any kind, express or implied, against or in the name or on
behalf of the other Party unless otherwise expressly permitted by such other
Party. Except as otherwise expressly provided in this Agreement, no Party
undertakes to perform any obligation of the other Party, whether regulatory or
contractual, or to assume any responsibility for the management of the other
29.14 No License
29.14.1 Except as may be expressly provided herein, nothing in this
Agreement shall be construed as the grant of a license with respect to any
patent, copyright, trademark, trade name, trade secret or any other proprietary
or intellectual property now or hereafter owned, controlled or licensable by
either Party. Neither Party may use any patent, copyrightable materials,
trademark, trade name, trade secret or other intellectual property right of the
other Party except in accordance with the terms of a separate license agreement
between the Parties granting such rights.
29.14.2 Neither Party shall have any obligation to defend,
indemnify or hold harmless, or acquire any license or right for the benefit of,
or owe any other obligation or have any liability to, the other Party or its
customers based on or arising from any, claim, demand, or proceeding by any
third party alleging or asserting that the use of any circuit, apparatus, or
system, or the use of any software, or the performance of any service or method,
or the provision of any facilities by either Party under this Agreement, alone
or in combination with that of the other Party, constitutes direct, vicarious or
contributory infringement or inducement to infringe, misuse or misappropriation
of any patent, copyright, trademark, trade secret, or any other proprietary or
intellectual property right of any Party or third party. Each Party, however,
shall offer to the other reasonable cooperation and assistance in the defense of
any such claim.
29.14.3 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE
PARTIES AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE DOES NOT EXIST, ANY
WARRANTY, EXPRESS OR IMPLIED, THAT THE USE BY THE PARTIES OF THE OTHER'S
FACILITIES, ARRANGEMENTS, OR SERVICES PROVIDED UNDER THIS AGREEMENT SHALL NOT
GIVE RISE TO A CLAIM BY ANY THIRD PARTY OF INFRINGEMENT, MISUSE, OR
MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT OF SUCH THIRD PARTY.
29.15 Technology Upgrades
Nothing in this Agreement shall limit BA's ability to upgrade its network
through the incorporation of new equipment, new software or otherwise. BA shall
provide MGC written notice at least ninety (90) days prior to the incorporation
of any such upgrades in BA's network that will materially affect MGC's service,
and shall exercise reasonable efforts to provide at least one hundred eighty
(180) days notice where practicable. In addition, BA shall comply with the FCC
Network Disclosure rules set forth in the FCC Regulations to the extent
applicable. MGC shall be solely responsible for the cost and effort of
accommodating such changes in its own network.
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.
29.17 Entire Agreement
The terms contained in this Agreement and any Schedules, Exhibits, tariffs
and other documents or instruments referred to herein, which are incorporated
into this Agreement by this reference, constitute the entire agreement between
the Parties with respect to the subject matter hereof, superseding all prior
understandings, proposals and other communications, oral or written. Neither
Party shall be bound by any preprinted terms additional to or different from
those in this Agreement that may appear subsequently in the other Party's form
documents, purchase orders, quotations, acknowledgments, invoices or other
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same instrument.
29.19 Modification, Amendment, Supplement, or Waiver
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. 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.
29.20 Successors and Assigns
This Agreement shall be binding on and inure to the benefit of the Parties
and their respective legal successors and permitted assigns.
29.21 Publicity and Use of Trademarks or Service Marks
Neither Party nor its subcontractors or agents shall use the other Party's
trademarks, service marks, logos or other proprietary trade dress in any
advertising, press releases, publicity matters or other promotional materials
without such Party's prior written consent.
29.22 Restructured/New Rates
Nothing in this Agreement shall affect or limit (i) BA's right with respect
to a new element or service not offered to MGC under this Agreement on the
Effective Date of this Agreement, or (ii) BA's right to modify, restructure or
change an existing element or service and to charge MGC such rates as approved
by the PSC for such modified, restructured or altered element or service. BA
shall be entitled to recover from MGC such new, additional or restructured
rates, charges or prices effective from the date when and to the extent BA seeks
approval from the PSC of such new, additional or restructured rates, charges or
prices, either pursuant to a tariff filing or other application to the PSC,
subject to later true-up on the date such new additional or restructured rates,
charges or prices are actually approved by the PSC.
29.23 Integrity of XXXX ATLANTIC Network
The Parties acknowledge that XXXX ATLANTIC, at its election, may deploy
fiber throughout its network and that such fiber deployment may inhibit or
facilitate MGC's ability to provide service using certain technologies.
Notwithstanding any other provision of this Agreement, XXXX ATLANTIC shall have
the right to deploy, upgrade, migrate and maintain its network at its
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of this Third day of April, 1998.
MGC COMMUNICATIONS, INC. XXXX ATLANTIC - NEW YORK
Printed: Xxxx X. Xxxxxx Printed: Xxxxx X. Xxxxxxxx
Title: Vice President and General Title: President - Telecommunications
Counsel Industry Services