[Oklahoma]
RESALE AGREEMENT BETWEEN
SOUTHWESTERN ▇▇▇▇ TELEPHONE COMPANY
AND ▇▇▇▇▇ LONG DISTANCE
TABLE OF CONTENTS
I. DESCRIPTION AND CHARGES FOR SERVICES .............................. 1
II. TERMS AND CONDITIONS FOR RESALE OF SERVICES ....................... 2
A. Permitted Use of Resold Services by LSP and Its End ........ 2
Users
B. Use of SWBT Trademarks ..................................... 4
C. Network and Service Order Conditions ....................... 5
III. ADDITIONAL SERVICES ............................................... 5
A. 911/E911 ................................................... 5
B. Dialing Parity ............................................. 6
▇. ▇▇▇▇▇ Page Directories: Listings. Distribution and ......... 6
Information Page
D. Directory Assistance (DA) .................................. 8
E. Operator Services (OS) ..................................... 9
IV. RESPONSIBILITIES OF SWBT .......................................... 9
V. ADDITIONAL RESPONSIBILITIES OF THE PARTIES ........................ 10
VI. CHANGES IN SUBSCRIBER CARRIER SELECTIONS .......................... 10
VII. ADDITIONAL RESPONSIBILITIES OF LSP ................................ 11
A. Payment of Rates and Charges ............................... 11
B. Interfaces with SWBT ....................................... 12
C. Repair Contact Arrangements ................................ 12
D. LSP Operating Company Number (OCN) ......................... 13
E. Special Service Arrangements ............................... 13
F. DA/OS Branding ............................................. 13
VIII. NONEXCLUSIVITY .................................................... 14
IX. SUPPORT SYSTEMS SERVICES .......................................... 14
A. Support Systems Services ................................... 14
B. Network Management Controls ................................ 15
C. Law Enforcement and Civil Process .......................... 16
X. CALL TRACE ........................................................ 16
XI TAXES ............................................................ 17
XII. TERMINATION OF SERVICE TO LSP .................................... 17
XIII. FORCE MAJEURE .................................................... 19
XIV. LIMITATION OF LIABILITY .......................................... 19
XV. NONDISCLOSURE .................................................... 20
XVI. PUBLICITY ........................................................ 21
XVII. ASSIGNMENT ....................................................... 21
XVIII. DISPUTE RESOLUTION ............................................... 21
A. Finality of Disputes ...................................... 21
B. Alternative to Litigation ................................. 21
XIX VERIFICATION REVIEWS ............................................. 23
XX COMPLIANCE WITH LAWS ............................................. 24
XXI CERTIFICATION REQUIREMENTS ....................................... 25
XXII EFFECT OF OTHER AGREEMENTS ....................................... 25
XXIII NOTIFICATION ..................................................... 25
XXIV NOTICES .......................................................... 26
XXV. BENEFICIARIES .................................................... 26
XXVI. TERM ............................................................. 26
XXVII. EFFECTIVE DATE ................................................... 26
XXVIII. WAIVER ........................................................... 27
XXIX. DISCLAIMER OF WARRANTIES ......................................... 27
XXX. RELATIONSHIP OF THE PARTIES ...................................... 27
XXXI. COMPLETE TERMS ................................................... 27
PAGE 1
RESALE AGREEMENT BETWEEN
SOUTHWESTERN ▇▇▇▇ TELEPHONE COMPANY
AND
▇▇▇▇▇ LONG DISTANCE
This Agreement is between Southwestern ▇▇▇▇ Telephone Company (SWBT), a
Missouri corporation, and ▇▇▇▇▇ Long Distance, a Kansas corporation, ("LSP")
(collectively, the "Parties") entered into this 4th day of June, 1997.
WHEREAS, pursuant to the Telecommunications Act of 1996 (the "Act"), the
Parties wish to establish terms for the purchase by LSP of certain SWBT retail
telecommunications services and certain other services for resale by LSP to its
local exchange end users in the State of Oklahoma. Therefore, the Parties hereby
agree as follows:
I. DESCRIPTION AND CHARGES FOR SERVICES
A. Attached hereto as Exhibit A is a list of Telecommunications
Services currently available for resale at the wholesale
discount rate set by the Commission through arbitration, i.e.,
19.8% off the retail rate for each service. Except as otherwise
expressed herein and consistent with SWBT's obligation under ss.
251(c)(4)(A) of the Act, LSP may resell other Telecommunications
Services offered by SWBT and not listed in Exhibit A. Exhibit B
contains a list of other services available for resale at the
discount included in the exhibit.
B. SWBT shall make available for resale by LSP SWBT's ▇▇▇▇ Plus or
Consolidated Billing service at a discount of five percent (5%)
off SWBT's tariffed rate for each service (or in the event these
services are not tariffed, at the rate SWBT charges its
subscribers).
C. SWBT shall make available for resale by LSP the following SWBT
services at SWBT's tariffed rate for each service (or in the
event a service is not tariffed, at the rate SWBT charges its
subscribers, except as otherwise provided herein):
- Construction Charges
- Connections with Terminal Equipment and Communication System
- Maintenance of Service Charges
- Suspension Services
- Telecommunications Service Priority Systems
- Access Services
- Wireless Carrier Interconnection Services
- Exchange Connection Services
PAGE 2
D. Suspension of Service discounts apply to the discounted rate for
the underlying service.
E. SWBT shall be under no obligation to offer the following for
resale:
- BDS/LAN
- Customer Provided Equipment
- Customized Billing Reports
- InLine(R) Products
- Inside Wiring
- Semi-Public Telephone Booths and Enclosures
- 911 Universal Emergency Number Equipment
F. Services priced on an Individual Customer Basis (ICB), e.g.,
Plexar Custom, will not be offered at a discount below cost.
G. Grandfathered services are also available for resale at the
applicable wholesale discount to the same customers to which
SWBT offers the service.
H. Telecommunications Services will be resold to LSP on terms and
conditions that are reasonable and nondiscriminatory.
I. LSP may offer to resell Customer Initiated Suspension and
Restoral Service to their end users. SWBT will offer to LSP
Company Initiated Suspension service for their own purposes at
the SWBT retail tariffed rate. Should LSP choose to suspend
their end user through Company Initiated Suspension Service,
this suspension period shall not exceed fifteen (15) calendar
days. If LSP issues a disconnect on their end user account
within the fifteen (15) day period, appropriate services will
not be billed for the suspension period. However, should LSP
issue a disconnect after the fifteen (15) day suspension period,
LSP will be responsible for all appropriate charges on the
account back to the suspension date. Should LSP restore their
end user, restoral charges at the SWBT retail tariffed rate will
apply and LSP will be billed for the appropriate service from
the time of suspension.
II. TERMS AND CONDITIONS FOR RESALE OF SERVICES
The following terms and conditions are applicable to all services
purchased under this Agreement.
A. Permitted Use of Resold Services by LSP and Its End Users
PAGE 3
1. For services included in this Agreement which are
offered through tariffs by SWBT to its end users, the
rules and regulations associated with the applicable
State General Exchange Tariff, Local Exchange Service
Tariff, and the other tariffs for the resold service
(such tariffs collectively referred to herein as
"corresponding tariffs"), apply except for applicable
resale restrictions and except as otherwise provided
herein.
2. LSP shall only sell Plexar(R) services to a single end
user or multiple end users on continuous properties.
3. Except where otherwise explicitly provided in the
corresponding tariffs, or except where SWBT permits such
sharing by its own end users, LSP shall not permit the
sharing of a service by multiple end users or the
aggregation of traffic from multiple end users onto a
single service; however, based upon the Commission's
Arbitration Order, SWBT will not retain its limitation
on aggregation for purposes of the resale of volume
discount offers.
4. LSP shall only resell services purchased under this
Agreement to the same class of end users to whom SWBT
sells such services (e.g. residence service shall not be
resold to business end users). LSP may only resell
Lifeline Assistance, Link-Up, and other like services to
similarly situated customers who are eligible for such
services. Further, to the extent LSP resells services
that require certification on the part of the buyer, LSP
will ensure that the buyer has received proper
certification and complies with all rules and
regulations as established by the Commission.
5. SWBT promotions of ninety (90) days or less shall not be
available to the LSP for resale.
6. LSP shall not use a resold service to avoid the rates,
terms and conditions of SWBT's corresponding tariffs.
7. LSP shall not use resold local exchange telephone
service to provide access or interconnection services to
itself interexchange carriers (IXCs), wireless carriers,
competitive access providers (CAPs), or other
telecommunications providers. Provided however, that LSP
may permit its end users to use resold local exchange
telephone service to access IXCs, wireless carriers,
CAPs, or other retail telecommunications providers.
8. If LSP is found to be in violation of a provision of
this Agreement, SWBT shall notify LSP of the violation
in writing of the specific
PAGE 4
provision being violated. At such time, LSP shall have
thirty (30) days to correct the violation and notify
SWBT in writing that the violation has been corrected.
SWBT shall then ▇▇▇▇ LSP for the charges which should
have been collected by SWBT or the actual revenues
collected by LSP from its end users for the stated
violation, whichever is greater. If LSP disputes the
violation, it shall notify SWBT in writing within
fourteen (14) days of receipt of notice from SWBT.
Disputes shall be resolved as outlined in the Dispute
Resolution section of the Agreement.
9. An End User Common Line (EUCL) charge will continue to
apply for each local exchange line resold under this
agreement. All federal rules and regulations associated
with EUCL charges, as found in ▇▇▇▇▇▇ ▇▇▇ ▇▇, also
apply.
10. To the extent allowable by law, LSP shall be responsible
for Primary Interexchange Carrier (PIC) change charges
associated with such local exchange line. LSP shall pay
for PlC changes at the tariffed rate.
11. SWBT is not required to make services available for
resale at wholesale rates to LSP for its own use. SWBT,
however, shall at its option agree to allow LSP to
purchase SWBT's Telecommunications Services and other
services available for resale as outlined in the
exhibits to this Agreement, as long as said services are
not resold exclusively or predominately to LSP, its
subsidiaries, or affiliates.
B. Use of SWBT Trademarks
Except where otherwise required by law, LSP shall not, without
SWBT's written authorization, offer the services covered by this
Agreement using the trademarks, service marks, trade names,
brand names, logos, insignia, symbols or decorative designs of
SWBT or its affiliates. Nor shall LSP state or imply that there
is any joint business association or similar arrangement with
SWBT in the provision of telecommunications services to LSP's
own end users. LSP may brand services included in this Agreement
with its own brand name, but SWBT shall not be responsible for
providing such branding.
C. Network and Service Order Conditions
1. SWBT shall provide the services covered by this
Agreement subject to availability of existing facilities
and on a nondiscriminatory basis with its other
customers. LSP shall resell the services provided
PAGE 5
herein only in those service areas in which such resale
services or any feature or capability thereof are
offered at retail by SWBT as the incumbent local
exchange carrier to its end users.
2. The price of converting an end user currently receiving
service from the SWBT network, without any changes to
SWBT's network, will be based upon forward looking
economic cost studies. Until such studies have been
approved by the Commission, customer change charges will
be priced at $5.00 per order (i.e., per billable
telephone number) on an interim basis, subject to
true-up. Custom Services conversions (e.g. Plexar
Custom) will be handled on a Customer Specific Proposal
basis.
When LSP converts an end user's service and adds or
changes are made to the network, the respective
conversion charge will apply, as well as any normal
service order charges associated with said changes. All
non-recurring service connection charges, excluding the
conversion charge mentioned above, will be charged at a
discount for those services listed in Exhibits A and B.
3. For the purposes of new ordering service under this
Agreement, each request for service shall be handled as
a separate and initial request for service per billable
telephone number. The additional line rate for Service
Order Charges shall apply only to those requests for
additional residential service at the end user's same
location where a residential line is currently provided
on SWBT's network, regardless of the non-facilities
based local service provider of record.
4. For purposes of this section, service orders for LSPs
shall be handled in the same fashion as SWBT requires
for its end users.
III. ADDITIONAL SERVICES
A. 911/E911
1. Access to the 911 or E911 service, available to SWBT end
users in the area(s) served by LSP, shall be made
available to LSP's end users.
3. LSP shall be responsible for collecting and remitting
all applicable 911 surcharges on a per line basis to the
Public Safety Answering Point (PSAP).
PAGE 6
3. When requested by SWBT, LSP shall provide timely,
accurate and complete information on each of LSP's end
users as needed for the provisioning of 911 service to
LSPs end users. Such information shall be in a format
and a time frame pre-subscribed by SWBT for purposes of
911 administration.
B. Dialing Parity
1. Local Dialing Parity
SWBT agrees that local dialing parity shall be available
to LSP. That is, end users of SWBT and end users of LSP
shall have the same exchange boundaries, such end users
shall be able to dial the same number of digits when
making a "local" call.
2. IntraLATA Toll Dialing Parity.
SWBT agrees to make IntraLATA toll dialing parity
available in accordance with Section 251(b)(3) of the
Telecommunications Act of 1996.
▇. ▇▇▇▇▇ Page Directories: Listings. Distribution and Information
Page
1. LSP's subscribers to basic residential and business
service will receive a basic listing in SWBT's White
Pages directories in the same form and under the same
conditions as SWBT provides to its subscribers.
a. Subscriber listing information on resold lines
shall remain the property of SWBT. Upon receipt
of a request from a third party directory
publisher, including Southwestern ▇▇▇▇ Yellow
Pages, for subscriber listing information, SWBT
will provide to that third party directory
publisher LSP subscriber's listing information
on an interfiled basis and indistinguishable
from SWBT's subscriber listing information.
b. Each LSP subscriber will receive one copy of
SWBT's White Pages directory, and a Yellow Pages
directory when cobound with the White Pages, in
the same manner and at the same time that they
are provided to SWBT's subscribers. It is the
Parties' expectation that separately bound
Southwestern ▇▇▇▇ Yellow Pages directories will
be delivered in the same manner and at the same
time to LSP's subscribers as to SWBT's
subscribers.
PAGE 7
c. If an LSP end user already has a current SWBT
directory, SWBT shall not be required to deliver
a directory to that end user until new
directories are published for that end user's
location.
d. The listings and directories described above are
included in the wholesale price LSP owes SWBT
for resold lines and Will be provided by SWBT at
no additional charges.
e. Additional Listing Services (e.g., foreign
listings and signature listing) can be purchased
by LSP for its end users on a per listing basis.
LSP shall pay SWBT for all such listings
provided to LSP's end users. The discounts
applicable to listing services are contained in
Exhibit B.
f. LSP hereby releases SWBT from any and all
liability for damages due to errors or omissions
in LSP's subscriber listing information as it
appears in the White Pages directory, including,
but not limited to, special, indirect,
consequential, punitive or incidental damages.
To the extent LSP reimburses its end user
subscriber any listing charge due to errors or
omissions caused directly by SWBT, SWBT shall
reimburse LSP any associated wholesale rate.
g. LSP shall indemnify, protect, save harmless and
defend SWBT (or SWBT's officers, employees,
agents, assigns, and representatives) from and
against any and all losses, liability, damages
and expense arising out of any demand, claim,
suit, or judgment by a third party in any way
related to any error or omission in LSP's
subscriber listing information as it appears in
the White Pages directory, including any error
or omission related to nonpublished or nonlisted
subscriber listing information; provided,
however, LSP shall not be required to indemnify
SWBT for gross negligence or willful misconduct.
LSP shall so indemnify regardless of whether the
demand, claim, or suit by the third party as
brought jointly against LSP and SWBT, and/or
against SWBT alone.
2. Information Page
a. At LSP's request, SWBT shall include in the
"Informational Page" section of SWBT's White
Pages directory, for those geographical areas in
which LSP provides local exchange
PAGE 8
services, LSP's customer contact information
regarding emergency services, billing and
service information, repair services and other
pertinent information similar to that provided
by SWBT in its "Informational Pages." Such
information shall be included on the same page
with other LSP information.
b. At LSP's option, LSP shall be provided a single
"Informational Page" (one side of one page) in
the informational section of the White Pages
directory covering a geographic area where an
LSP provides local exchange service. This page
shall be no different in style, size, color and
format than SWBT "Informational Pages." Sixty
(60) days prior to the directory close date, LSP
shall provide to SWBT the "Informational Page"
in the form of camera-ready copy. The charges
associated with this service vary from
geographic market to market, and are charged
outside this Agreement.
D. Directory Assistance (DA)
SWBT shall provide access to DA to LSP's end users. LSP shall
pay the charges associated with the use of such services by
LSP's end users. The discounts applicable to such services are
contained in Exhibits A and B, which is attached hereto and made
a part hereof.
E. Operator Services (OS)
1. SWBT shall provide access to Operator Services to LSP's
end users. LSP shall pay the charges associated with the
use of such services by LSP's end users. The discounts
applicable to such services are contained in Exhibits A
and B, which are attached hereto and incorporated by
reference.
2. SWBT shall provide Line Status Verification and Busy
Line Interrupt on calls made on SWBT's network to LSP
end users. LSP shall pay SWBT associated charges when
its end users request such services, with discounts to
apply as listed in Exhibits A and B.
IV. RESPONSIBILITIES OF SWBT
A. SWBT shall allow LSP to place service orders and receive phone
number assignments (for new lines). These service order
activities shall be accomplished by facsimile or electronic
interface when established. SWBT, with input from LSP, shall
provide interface specifications for electronic
PAGE 9
access for these functions to LSP once such electronic
interfaces become technically feasible and are in place.
However, LSP shall be responsible for modifying and connecting
any of its systems with SWBT provided interfaces when such
interfaces become available, as outlined in Appendix OSS.
B. SWBT shall implement LSP service orders within the same time
intervals SWBT uses to implement service orders for similar
services for its own end users.
C. LSP will have the ability to report trouble for its end users to
appropriate SWBT trouble reporting centers 24 hours a day, 7
days a week. LSP will be assigned a customer contact center when
initial service agreements are made. To the extent the current
provider can be determined, LSP end users calling SWBT will be
referred to LSP at the number provided by LSP.
Methods and procedures for ordering and trouble reporting are
outlined in the Handbook for Non-Switched Based Providers dated
11/15/95, as amended by SWBT from time to time. Both parties
agree to abide by the procedures contained therein.
D. On no less than sixty (60) days advance written notice, LSP may
request SWBT to make certain usage information available to LSP
on a daily basis in a standard electronic format. The
information will consist of usage sensitive charges SWBT will
▇▇▇▇ to LSP arising out of the use of resold lines. LSP agrees
to pay SWBT three tenths of a cent ($.003) per message for this
service, plus other charges outlined in Appendix OSS.
V. ADDITIONAL RESPONSIBILITIES OF THE PARTIES
Cooperation on Fraud
SWBT shall not be liable to LSP for any fraudulent usage on LSP's end
users' accounts.
The Parties agree to cooperate with one another to investigate, minimize
and take corrective action in cases of fraud. The Parties' fraud
minimization procedures are to be cost effective and implemented so as
not to unduly burden or harm one Party as compared to the other.
At a minimum, such cooperation shall include providing to the other
Party, upon request, information concerning end users who terminate
services to that Party without paying all outstanding charges, when such
end user seeks service from the
PAGE 10
other Party. The Party seeking such information is responsible for
securing the end user's permission to obtain such information.
VI. CHANGES IN SUBSCRIBER CARRIER SELECTIONS
A. Prior to submitting an order under this Agreement, LSP shall
obtain end user authorization as required by applicable state or
federal laws and regulations, and assumes responsibility for
applicable charges as specified in Section 258 (b) of the
Telecommunications Act of 1996. SWBT shall abide by the same
applicable laws and regulations.
B. Only an end user can initiate a challenge to change in its local
exchange service provider. If an end user notifies SWBT or LSP
that the end user requests local exchange service, the Party
receiving such request shall be free to immediately provide
service to such end user. SWBT shall be free to connect the end
user to any local service provider based upon the local service
provider's request and local service provider's assurance that
proper end user authorization has been obtained. Both parties
shall make authorization available to the other party upon
request and at no charge.
C. When an end user changes or withdraws authorization, each Party
shall release customer-specific facilities in accordance with
the end user customer's direction or the direction of the end
user's authorized agent. Further, when an end user abandons the
premise, SWBT is free to reclaim the facilities for use by
another customer and is free to issue service orders required to
reclaim such facilities.
D. Neither Party shall be obligated by this Agreement to
investigate any allegations of unauthorized changes in local
exchange service (slamming) on behalf of the other Party or a
third party. If SWBT, on behalf of LSP, agrees to investigate an
alleged incidence of slamming, SWBT shall charge LSP a fifty
dollar ($50) investigation fee.
E. When SWBT receives an order from LSP for services under this
Agreement and SWBT is currently providing the same services to
another local service provider for the same end user, SWBT shall
notify the end user's local service provider of record of such
order coincident with processing the order should LSP subscribe
to the Local Disconnect Report (LDR) as outlined below. It shall
then be the responsibility of the local service provider of
record and LSP to resolve any issues related to the end user.
This paragraph shall not apply to new additional lines and
services purchased by an end user from multiple LSPs or from
SWBT.
F. On no less than sixty (60) days notice, LSP may request the
Local Disconnect Report. SWBT agrees to furnish to LSP the
Billing Telephone
PAGE 11
Number (BTN), Working Telephone Number (WTN), and terminal
number of all end users who have disconnected LSP's service. LSP
understands and agrees that the CARE interface will be used to
provide such information and such information will only be
available via the CARE electronic data transmission. Information
will be provided on a per-WTN basis to be priced on a per-WTN
basis. SWBT will provide LSP no less than thirty (30) days
notice prior to any change of the per-WTN charge. SWBT grants to
LSP a non-exclusive right to use the information provided by
SWBT. LSP will not permit anyone but its duly authorized
employees or agents to inspect or use this information. LSP
agrees to pay SWBT ten cents ($0.10) per WTN and any applicable
charges for the LDR as outlined in Appendix OSS.
G. The LSP agrees to hold harmless and indemnify SWBT against any
and all liability and claims, including reasonable attorney's
fees, that may result from SWBT acting under this Article.
H. Nothing herein shall be interpreted to apply to conversion of
LSP end users pursuant to Article XII. (Termination of Service
to LSP).
VII. ADDITIONAL RESPONSIBILITIES OF LSP
A. Payment of Rates and Charges
1. LSP is solely responsible for the payment of charges for
all services furnished under this Agreement including,
but not limited to, calls originated or accepted at
LSP's location and its end users' service locations,
with the exception of any retail services provided
directly by SWBT to the end user which SWBT shall be
responsible for billing.
Interexchange carried traffic (e.g., sent-paid,
information services and alternate operator services
messages) received by SWBT for billing to resold
end-user accounts will be returned as unbillable and
will not be passed on to LSP for billing. An unbillable
code returned with those messages to the carrier will
indicate that the messages originated from a resold
account and will not be billed by SWBT.
In accordance with industry standards, IXC PIC
selections for lines resold to LSP will not be processed
from IXCs or end users, but will only be processed if
received from LSP.
2. SWBT shall not be responsible for the manner in which
the use of resold service, or the associated charges are
allocated to others by
PAGE 12
LSP. All applicable rates and charges for such services
will be billed to and shall be the responsibility of
LSP, with the exception of other retail services
provided directly to the end user by SWBT as described
in paragraph I above.
3. Compensation for all services shall be paid by LSP
regardless of LSP's ability or inability to collect
charges from its end user for such service.
4. If LSP does not wish to be responsible for collect,
third number billed, toll and information services
(e.g., 900) calls, it must order the appropriate
blocking for resold lines under this Appendix and pay
any applicable charges. LSP acknowledges that blocking
is not available for certain types of calls, including
800 numbers.
B. Interfaces with SWBT
LSP shall be responsible for modifying and connecting any of its
systems with SWBT-provided interfaces as described in this
Agreement.
C. Repair Contact Arrangements
LSP shall be responsible for providing to its end users and to
SWBT a telephone number or numbers that LSP's end users can use
to contact LSP in the event of service or repair requests. In
the event that LSP's end users contact SWBT with regard to such
requests, SWBT shall inform the end user that they should call
LSP and may provide LSP contact number.
D. LSP Operating Company Number (OCN)
For the purposes of establishing service and providing efficient
and consolidated billing to the LSP, the LSP is required to
provide SWBT its authorized and nationally recognized OCN.
E. Special Service Arrangements
For special service arrangements for LSP not covered under this
Agreement, special charges shall apply as provided in the
applicable corresponding tariffs.
F. Development of Branding and Customized Routing for Directory
Assistance and Operator Services
1. Requirements - Pursuant to ss. 226 (b) of The
Telecommunications Act of 1996, each provider of
Operator Services is required to:
PAGE 13
a) provide its brand at the beginning of each
telephone call and before the consumer incurs
any charge for the call; and
b) disclose immediately to the consumer, upon
request a quote of its rates or charges for the
call.
c) Where SWBT provides LSPs OS and DA services via
the same trunk, both the OS and DA calls will be
branded with the same brand. Since SWBT's DA and
OS utilize the same trunk group, LSP will
receive the same brand for both DA/OS. Such
branding will be provided pursuant Section 2.
below.
2. Call Branding - In compliance with F. 1. above, SWBT
will brand DA/OS in LSP's name based upon the criteria
outlined below:
a) LSP will provide SWBT with written specification
of its company name to be used in creating LSP
specific branding messages for its DA/OS calls.
b) An initial non-recurring charge applies per load
for the establishment of Call Branding as well
as a charge per subsequent load to change the
brand. In addition, a per call charge applies
for every DA/OS call handled by SWBT on behalf
of LSP when such services are provided in
conjunction with resale services. Prices for
Call Branding are as outlined in Exhibit C,
attached hereto and incorporated herein.
3. Rate/Reference Information - SWBT will provide LSP DA/OS
Rate/Reference Information based upon the criteria
outlined below:
a) LSP will furnish DA/OS Rate and Reference
Information in a mutually agreed to format or
media thirty (30) days in advance of the date
when the DA/OS Services are to be undertaken.
b) LSP will inform SWBT, in writing, of any changes
to be made to such Rate/Reference Information
ten (10) working days prior to the effective
Rate/Reference change date. LSP acknowledges
that it is responsible to provide SWBT updated
Rate/Reference Information in advance of when
the Rates/Reference Information are to become
effective.
c) In all cases when a SWBT Operator receives a
rate request from a LSP end user, SWBT will
quote the applicable DA/OS rates as provided by
LSP.
PAGE 14
d) An initial non-recurring charge will apply for
loading of LSP's DA/OS Rate/Reference
Information as well as a charge for each
subsequent change to either the LSP's DA/OS
Services Rate or Reference Information as
outlined in Exhibit C, attached hereto and
incorporated herein.
4. Customized Routing - SWBT shall also offer LSP the
opportunity to customize route DA/OS where technically
feasible. LSP agrees to pay SWBT appropriate charges
associated with customized routing on an ICB basis.
VIII. NONEXCLUSIVITY
This Agreement is nonexclusive. LSP acknowledges that SWBT will be
providing the same or similar services to other local services providers
in accordance with negotiated agreements which will be filed with the
appropriate state commission(s). LSP also acknowledges that SWBT may,
upon end user request, provide any and all of the services provided to
LSP under this Agreement directly to the end users. SWBT acknowledges
that LSP may obtain the same or similar services from other local
exchange companies.
IX. SUPPORT SYSTEMS SERVICES
A. Support Systems Services
1. Transfer of Service Announcements (Intercept)
The Party formerly providing service to an end user
shall provide a Basic Referral announcement,
reciprocally and free of charge on the abandoned
telephone number. The announcement states that the
called number has been disconnected or changed and
provides the end user's new telephone number to the
extent that it is listed. SWBT shall provide an
intercept referral on behalf of LSP to their end user as
indicated on the appropriate service order.
Basic Intercept Referral Announcements are to be
provided on residential numbers for a minimum of thirty
(30) days where facilities exist and the threat of
telephone number exhaustion is not imminent.
Basic Intercept Referral Announcements for a single line
business end user and the primary listed telephone
number for Direct Inward Dial (DID) and "Centrex-type"
end users, shall be available for a minimum of thirty
(30) days or for the life of the white pages
PAGE 15
directory, whichever is greater. If the threat of
telephone number exhaustion becomes imminent for a
particular central office, the service provider may
reissue a disconnected number prior to the expiration of
the directory, but no earlier than thirty (30) days
after the disconnection of the business telephone
number.
2. Coordinated Repair Calls
SWBT shall be responsible for repairing its own network.
However, LSP shall maintain telephone numbers where its
end user may call to report instances of trouble.
The Parties shall employ the following procedures for
handling misdirected repair calls:
a. The Parties shall inform their respective end
users of the correct telephone numbers to call
to access their respective repair bureaus.
b. To the extent the correct provider can be
determined, each Party shall refer misdirected
repair calls to the proper provider of local
exchange service, at no charge, and shall
provide the end user the contact telephone
number provided by the other party.
In responding to repair calls, neither Party
shall make disparaging remarks about each other,
nor shall they use these repair calls as the
basis for internal referrals or to solicit
customers or to market services. Either Party
may respond with accurate information in
answering customer questions.
c. The Parties shall provide each other their
respective repair contact numbers.
d. Notwithstanding anything contained herein to the
contrary, SWBT and LSP agree that SWBT shall
have no obligation to unbrand or rebrand the
uniforms or training of its customer-contact
employees, trucks, vehicles, any customer
premises equipment or other customer-owned
facilities or SWBT's outside plant or network
components.
e. Where LSP requires SWBT personnel to interface
directly with LSP end user customers in any form
of communication (including, but not limited to,
written, face-to-face, by
PAGE 16
telephone or electronic transmission of any
kind), such SWBT personnel shall be identified
as SWBT employees representing the customer's
provider.
B. Network Management Controls
Each Party shall provide a 24-hour contact number for Network
Traffic Management issues to the other. A FAX number must also
be provided to facilitate event notifications for planned mass
calling events. Additionally, both Parties agree that they shall
work cooperatively that all such events shall attempt to be
conducted in such a manner as to avoid deregulation or loss of
service to other end users.
C. Law Enforcement and Civil Process
SWBT and LSP shall handle law enforcement requests as follows:
1. Intercept Devices
Local and federal law enforcement agencies periodically
request information or assistance from local telephone
service providers. When either Party receives a request
associated with an end user of the other Party, it shall
refer such request to the appropriate Party, unless the
request directs the receiving Party to attach a pen
register, trap and trace or form of intercept on that
Party's own facilities, in which case that Party shall
comply with any valid request.
2. Subpoenas
If a Party receives a subpoena for information
concerning an end user the Party knows to be an end user
of the other Party, it shall refer the subpoena to the
requesting entity with an indication that the other
Party is the responsible company. Provided, however, if
the subpoena requests records for a period of time
during which the receiving Party was the end user's
service provider, the receiving Party will respond to
any valid request.
3. Emergencies
If a Party receives a request from a law enforcement
agency to implement a temporary number change, temporary
disconnect or one way denial of outbound calls for an
end user of the other party, the receiving Party will
comply so long as it is a valid emergency request. In
the case of the LSP, the LSP shall refer such request to
PAGE 17
SWBT and SWBT shall honor such request in accordance
with this paragraph. Neither Party shall be held liable
for any claims or damages arising from compliance with
such requests, and the Party serving the end user agrees
to indemnify and hold the other Party harmless against
any and all such claims.
X. CALL TRACE
An LSP end user's activation of Call Trace for a line purchased under
this Appendix, shall be handled by the SWBT Call Trace Center (CTC).
SWBT shall notify LSP of requests by LSP's end users to provide the call
records to the proper authorities. Subsequent communication and
resolution of the case with LSP's end user (whether that end user is the
victim or the suspect) will be coordinated through LSP.
LSP understands that for services where reports are provided to law
enforcement agencies (e.g., Call Trace) SWBT shall only provide billing
number and address information. LSP shall provide additional information
necessary for any police investigation. LSP shall indemnify SWBT against
any claims that insufficient information led to inadequate prosecution,
except to the extent caused by SWBT's gross negligence or willful
misconduct.
XI. TAXES
LSP shall be responsible for all federal, state or local, sales, use,
excise or gross receipts taxes or fees imposed on or with respect to the
services provided under this Agreement including those taxes and fees,
imposed on SWBT. LSP shall reimburse SWBT for the amount of any such
taxes or fees which SWBT is required to pay or collect for services
provided to LSP hereunder.
XII. TERMINATION OF SERVICE TO LSP
A. If LSP fails to pay when due (within 30 days of the ▇▇▇▇ date),
any and all charges billed to them under this Agreement,
including any late payment charges (Unpaid Charges), and any
portion of such charges remain unpaid more than fifteen (15)
days after the due date of such Unpaid Charges, SWBT shall
notify LSP in writing that in order to avoid having service
disconnected, LSP must remit all Unpaid Charges to SWBT within
fourteen (14) business days.
B. If LSP disputes the billed charges, it shall, within the
fourteen (14) day period provided for above, inform SWBT in
writing which portion of the charges it disputes, including the
specific details and reasons for its dispute; immediately pay to
SWBT all undisputed charges; and pay all disputed charges into
an interest bearing escrow account.
PAGE 18
C. Disputes hereunder shall be resolved in accordance with the
procedures identified in Article XVIII (Dispute Resolution).
Failure of LSP to pay charges deemed owed to SWBT after
conclusion of the Arbitration shall be grounds for termination
under this Article.
D. If any LSP charges remain unpaid or undisputed twenty-nine (29)
days past the due date, SWBT shall notify LSP, the Comission and
the end user's IXC(s) of Record in writing, that unless all
charges are paid within sixteen (16) days, LSP's service shall
be disconnected and its end users shall be switched to SWBT
local service. SWBT will also suspend order acceptance at this
time.
E. If any LSP charges remain unpaid or undisputed forty (40) days
past the due date, LSP shall, at its sole expense, notify its
end users, the Commission and the end user's of Record that
their service may be disconnected for LSP failure to pay Unpaid
Charges, and that its end users must select a new local service
provider within five (5) days. The notice shall also advise the
end user that SWBT will assume the end user's account at the end
of the five (5) day period should the end user fail to select a
new local service provider.
F. If any LSP charges remain unpaid or undisputed forty-five (45)
days past the due date, SWBT shall disconnect LSP and transfer
all LSP's end users who have not selected another local service
provider directly to SWBT's service. These end users shall
receive the same services provided through LSP at the time of
transfer. SWBT shall inform the Commission and the end user's
IXC(s) of Record of the names of all end users transferred
through this process. Applicable service establishment charges
for switching end users from LSP to SWBT shall be assessed to
LSP.
G. Within five (5) days of the transfer (50 days past LSP's due
date), SWBT shall notify all affected end users that because of
an LSP's failure to pay, their service is now being provided by
SWBT. SWBT shall also notify the end user that they have thirty
(30) days to select a local service provider, after which time
should the end user not select an LSP, the end user's service
shall be terminated.
H. SWBT may discontinue service to LSP upon failure to pay
undisputed charges as provided in this section, and shall have
no liability to LSP or LSP end users in the event of such
disconnection.
I. If any end user fails to select a local service provider within
thirty (30) days of the change of providers (80 days past LSP's
due date), SWBT shall terminate the end user's service. SWBT
shall notify the Commission and
PAGE 19
the end user's IXC of Record of the names of all end users whose
service has been terminated. The end user shall be responsible
for any and all charges incurred during the selection period.
J. Nothing herein shall be interpreted to obligate SWBT to continue
to provide service to any such end users. Nothing herein shall
be interpreted to limit any and all disconnection rights SWBT
may have with regard to such end users.
K. After disconnect procedures have begun, SWBT shall not accept
service orders from LSP until all unpaid charges are paid. SWBT
shall have the right to require a deposit equal to one month's
charges (based on the highest previous month of service from
SWBT) prior to resuming service to LSP after disconnect for
nonpayment.
XIII. 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: fire, explosion, power failure, cable cuts, 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 Party affected shall,
upon giving prompt notice to the other Party, be excused from such
performance on a day-to-day basis to the extent of such interference
(and the other Party shall likewise be excused from performance of its
obligations on a day-for-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 of
nonperformance and both parties shall proceed to perform with dispatch
once the causes are removed or cease.
XIV. LIMITATION OF LIABILITY
SWBT's liability, if any, for its gross negligence or willful misconduct
is not limited by its corresponding tariffs. With respect to any other
claim or suit, by a LSP or any others, for damages arising out of
mistakes, omissions, interruptions, delays or efforts, or defects in
transmission occurring in the course of furnishing service hereunder,
SWBT's liability, if any, shall not exceed an amount equivalent to the
proportionate charge to the LSP for the period of service during which
such mistake, omission, interruption, delay, error, or defect in
transmission or service occurs and continues. In no event shall SWBT be
responsible for any special,
PAGE 20
indirect, consequential or exemplary damages. This liability shall be in
addition to any amounts that may otherwise be due to the LSP under
corresponding tariffs as an allowance for interruptions. However, any
such mistakes, omissions, interruptions, delays, errors, or defects in
transmission or service which are caused or contributed to by the
negligence or willful act of the LSP or which arise from the use of
LSP-provided facilities or equipment shall not result in the imposition
of any liability whatsoever upon SWBT.
SWBT shall be indemnified and held harmless by the LSP against claims
and damages arising from provision of the LSP's services or equipment
except those directly associated with the provision of local service to
the LSP which is governed by corresponding tariffs.
SWBT shall be indemnified and held harmless from all claims and damages
arising from the discontinuance of service for nonpayment to SWBT by the
LSP. Notice of discontinuance shall be as specified in the Substantive
Rules of the State Commission.
SWBT shall have no liability to the end users of the LSP for claims
arising from the provision of the LSP's service to its end users
including, but not limited to, claims for interruption of service,
quality of service or billing disputes.
When the lines or services of other companies and carriers are used in
establishing connections to and/or from points not reached by SWBT's
lines, SWBT is not liable for any act or omission of the other companies
or carriers.
XV. NONDISCLOSURE
The Parties to this Agreement anticipate and recognize that they will
exchange or come into possession of, data about each other's end users
and each other's business as a result of this Agreement which will be
designated as confidential by that Party. Each Party agrees (1) to treat
all such data as strictly confidential and (2) to use such data only for
purposes of performance under this Agreement. Each Party agrees not to
disclose data on the other Party's end users or business which has been
designated as confidential to any person without first securing the
written consent of the other Party. The foregoing shall not apply to
information which is in the public domain.
If a court or governmental agency orders, or a third party requests, a
Party to disclose or to provide any data or information covered by this
Section, that Party will immediately inform the other Party of the order
or request both by telephone and overnighted mail before disclosing the
data or information. Notification and consent requirements described
above are not applicable in cases where a court order requires the
production of toll billing records of an individual residence or
business end user customer.
PAGE 21
This section will not preclude the disclosure by the Parties of
information or material described in this Section to consultants,
agents, or attorneys representing the respective Parties or the Office
of the Public Counsel for the state of Oklahoma, and state Corporation
Commission or staffs, or FCC Staff, provided that these third parties
are bound by the same or comparable confidentiality requirements as the
Parties to this Agreement. The provisions of this Section will remain in
effect notwithstanding the termination of this Agreement, unless agreed
to in writing by both Parties.
Pursuant to Section 222 of the Act, both Parties agree to limit their
use of proprietary information received from the other to the permitted
purposes identified in the Act.
XVI. PUBLICITY
The Parties agree not to use in any advertising or sales promotion,
press releases or other publicity matters any endorsements, direct or
indirect quotes, or pictures implying endorsement by the other Party or
any of its employees without such Party's prior written approval. The
Parties will submit to each other for written approval, prior to
publication, all publicity matters that mention or display one another's
name and/or marks or contain language from which a connection to said
name and/or marks may be inferred or implied.
XVII. ASSIGNMENT
Neither Party may assign, subcontract, or otherwise transfer its rights
or obligations under this Agreement except under such terms and
conditions as are mutually acceptable to the other Party (e.g.. a
conversion charge will apply per billable telephone number) and with
such Party's prior written consent, which consent shall not be
unreasonably withheld. Assignment without consent shall be grounds for
immediate termination of this Agreement.
XVIII. DISPUTE RESOLUTION
A. Finality of Disputes
No claims shall be brought for disputes arising from this
Agreement more than 24 months from the date of occurrence which
gives rise to the dispute. If any portion of an amount due to
SWBT under such agreement is subject to a bona fide dispute
between the Parties, LSP shall within fourteen (14) days of its
receipt of the invoice containing such disputed amount give
notice to SWBT of the amounts it disputes and include in such
notice the specific details and reasons for disputing each item.
LSP shall pay when due (i) all undisputed amounts to SWBT and
(ii) all Disputed Amounts into
PAGE 22
an interest bearing escrow account with a third party escrow
agent mutually agreed upon by the Parties.
B. Alternative to Litigation
The Parties desire to resolve disputes arising out of this
Agreement without litigation. Accordingly, except for action
seeking a temporary restraining order or an injunction related
to the purposes of this Agreement, or suit to compel compliance
with this dispute resolution process, the Parties agree to use
the following alternative dispute resolution procedure as their
sole remedy with respect to any controversy or claim of $25,000
or less, arising out of or relating to this Agreement or its
breach. The procedures hereunder may be used with disputes for
$25,000 or more, if mutually agreeable to the Parties.
1. Resolution of Disputes Between Parties to the Agreement
At the written request of a Party, each Party will
appoint a knowledgeable, responsible representative to
meet and negotiate in good faith to resolve any dispute
arising under this Agreement. The location, form,
frequency, duration and conclusion of these discussions
shall be left to the discretion of the representatives.
Upon agreement, the representatives may utilize other
alternative dispute resolution procedures such as
mediation to assist in the negotiations. Discussions and
correspondence among the representatives for purposes of
settlement are exempt from discovery and production and
shall not be admissible in the arbitration described
below or in any lawsuit without the concurrence of all
Parties. Documents identified in or provided with such
communications, which are not prepared for purposes of
the negotiations, are not so exempted and, if otherwise
admissible, may be admitted in evidence in the
arbitration or lawsuit.
2. Arbitration
If the negotiations do not resolve the dispute within
thirty (30) days of the initial written request, the
dispute shall be submitted to binding arbitration by a
single arbitrator pursuant to the Commercial Arbitration
Rules of the American Arbitration Association. A Party
may demand such arbitration in accordance with the
procedures set out in those rules. Discovery shall be
controlled by the arbitrator and shall be permitted to
the extent set out in this section. Each Party may
submit in writing to a Party, and that Party shall so
respond, to a maximum of any combination
PAGE 23
of thirty-five (35) (none of which may have subparts) of
the following:
(a) Interrogatories
(b) Demands to produce documents
(c) Requests for admission
Additional discovery may be permitted upon mutual
agreement of the Parties. The arbitration hearing shall
be commenced within thirty (30) days of the demand for
arbitration. If the dispute arises in Oklahoma, the
arbitration shall be held in St. Louis, Missouri. The
arbitrator shall control the scheduling so as to process
the matter expeditiously. The Parties shall submit
written briefs five days before the hearing. The
arbitrator shall rule on the dispute by issuing a
written opinion within twenty (20) days after the close
of hearings. The arbitrator has no authority to order
punitive or consequential damages. The times specified
in this section may be extended upon mutual agreement of
the Parties or by the arbitrator upon a showing of good
cause. Judgment upon the award rendered by the
arbitrator may be entered in any court having
jurisdiction.
3. Costs
Each Party shall bear its own costs of these procedures.
A Party seeking discovery shall reimburse the responding
Party the costs of production of documents (including
search time and reproduction costs). The Parties shall
equally split the fees of the arbitration and the
arbitrator.
XIX. VERIFICATION REVIEWS
Each Party to this Agreement will be responsible for the accuracy and
quality of its data as submitted to the respective Parties involved.
Upon reasonable written notice, each Party or its authorized
representative (providing such authorized representative does not have a
conflict of interest related to other matters before one of the Parties)
shall have the right to conduct a review and verification of the other
Party to give assurances of compliance with the provisions of this
Agreement. This includes on-site verification reviews at the other
Party's or the Party's vendor locations.
After the initial year of this Agreement verification reviews will
normally be conducted on an annual basis with provision for staged
reviews, as mutually agreed, so that all subject matters are not
required to be reviewed at the same time. Follow up reviews will be
permitted between annual reviews where significant
PAGE 24
deviations are found. During the initial year of the Agreement more
frequent reviews may occur.
The review will consist of an examination and verification of data
involving records, systems, procedures and other information related to
the services performed by either Party as related to settlement charges
or payments made in connection with this Agreement as determined by
either Party to be reasonably required. Each Party, whether or not in
connection with an on-site verification review, shall maintain
reasonable records for a period of time no less than twenty-four (24)
months from the date such records are created and provide the other
Party with reasonable access to such information as is necessary to
determine amounts receivable or payable under this Agreement.
Each Party's right to access information for verification review
purposes is limited to data not in excess of 24 months in age. Once
specific data has been reviewed and verified, it is unavailable for
future reviews. Any items not reconciled at the end of a review will,
however, be subject to a follow-up review effort. Any retroactive
adjustments required subsequent to previously reviewed and verified data
will also be subject to follow-up review. Information of either Party
involved with a verification review shall be subject to the
nondisclosure terms of this Agreement.
The Party requesting a verification review shall fully bear its costs
associated with conducting the review. The Party being reviewed will
provide access to required information, as outlined in this Section, at
no charge to the reviewing Party. Should the reviewing Party request
information or assistance beyond that reasonably required to conduct
such a review, the Party being reviewed may, as its option, decline to
comply with such request or may ▇▇▇▇ actual costs incurred in complying
subsequent to the concurrence of reviewing Party.
XX. COMPLIANCE WITH LAWS
The Parties believe in good faith that the Services to be provided under
this Agreement satisfy the requirements of the Act. In the event a court
or regulatory agency of competent jurisdiction should determine that
modifications of this Agreement are required to bring the Services being
provided hereunder into compliance with the Act, the affected Party
shall promptly give the other Party written notice of the modifications
deemed required. Upon delivery of such notice, the Parties shall expend
diligent efforts to arrive at an agreement respecting such modifications
required, and if the Parties are unable to arrive at such agreement,
either Party may terminate this Agreement, without penalty, effective
the day the affected Party is ordered to implement the modifications
deemed required, or effective on the day either Party concludes and
gives notice that the Parties will not be able to arrive at any
agreement respecting such modifications, whichever date shall occur
earlier.
PAGE 25
This Agreement is an integrated package that reflects a balancing of
interests critical to the Parties. It will be submitted to the
applicable state regulatory Commission and the FCC as a compliance
filing, and the Parties will specifically request that the applicable
state regulatory Commission and the FCC refrain from taking any action
to change, suspend or otherwise delay implementation of the Agreement.
In the event the Commission or the FCC rejects any portion or provision
of this Agreement or subsequently issues a ruling or order that results
in a provision being contrary to law, or is invalid for any reason, the
parties shall continue to be bound by the terms of this Agreement,
insofar as possible, except for the portion rejected or subsequently
determined to be unlawful, invalid, or unenforceable. In such event, the
Parties shall negotiate in good faith to replace the rejected, unlawful,
invalid, or unenforceable provision and shall not discontinue service to
the other Party during such period if to do so would disrupt existing
service being provided to an end user. So long as the Agreement remains
in effect, the Parties shall not advocate before any legislative,
regulatory, or other public forum that any terms of this specific
Agreement be modified or eliminated. Notwithstanding this mutual
commitment, however, the Parties enter into this Agreement without
prejudice to any positions they have taken previously, or may take in
the future in any legislative, regulatory, or other public forum
addressing any matters, including matters related to the types of
arrangements prescribed by this Agreement.
XXI. CERTIFICATION REOUIREMENTS
LSP warrants that it has obtained all certifications required in those
jurisdictions in which LSP has ordered services pursuant to this
Agreement. Subject to restrictions in Article II.A. (Permitted Use of
Resold Service by LSP and Its End Users), LSP covenants that any
originating service provider utilizing the resold services under this
Agreement has obtained all required certification.
Upon request by any governmental entity, the LSP is required to provide
proof of certification.
XXII. EFFECT OF OTHER AGREEMENTS
The Parties agree that pursuant to the requirements of the
Telecommunications Act of 1996, a Party shall treat the other Party no
less favorably than it treats similarly situated local service providers
with whom such Party has an operational interconnection or resale
agreement which has been approved by the State PUC. If either Party
enters into an agreement (the "Other Agreement") approved by the
Commission pursuant to Section 252 of the Act which provides for the
provision of arrangements covered in this Agreement to another
requesting Telecommunications Carrier, such Party shall make available
to the other Party
PAGE 26
such arrangements upon the same rates, terms and conditions as those
provided in the Other Agreement.
XXIII. NOTIFICATION
SWBT will notify LSP of any changes in the prices, terms and conditions
under which SWBT offers telecommunications services at retail to
subscribers who are not telecommunications service providers or
carriers, including, but not limited to, the introduction of any new
features, functions, services, promotions, grandfathering or the
discontinuance of current features or services at the time a tariff
filing is transmitted to the State Commission, or, in situations where a
tariff filing is not so transmitted, no less than ninety (90) days
(forty-five (45) days for price changes) prior to the expected effective
date of such change.
With regard to new services, the notification shall advise LSP of the
category in which such new service shall be placed and the discount
applicable to the new service.
SWBT currently uses the Accessible Letter process to notify LSP of such
changes to the services available for resale. Any change to the process
of notification to the LSP will provide no less notice than the current
Accessible Letter process.
XXIV. NOTICES
In the event any notices are required to be sent under the terms of this
Agreement, they shall be sent by registered mail, return receipt
requested to:
To LSP: To SWBT:
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ Long Distance SWBT
1105. Main, Ste. ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
XXV. BENEFICIARIES
This Agreement shall not provide any nonparty with any remedy, claim,
cause of action or other right.
XXVI. TERM
SWBT and LSP agree that the initial term of this Agreement shall be for
90 days, and thereafter the Agreement shall continue in force and effect
unless and until terminated as provided herein. Either Party may
terminate this Agreement by providing written notice of termination to
the other Party, at least 60 days in
PAGE 27
advance of the date of termination. At the conclusion of the first term,
this Agreement shall continue without interruption unless terminated by
either Party or superseded by a new Agreement between the Parties. By
mutual agreement, SWBT and LSP may amend this Agreement to modify the
term of this Agreement. Where LSP has not made arrangements to provide
service over its own facilities to its end users, the notification and
transfer of end user procedures outlined in Article XII. D.-F.
(Termination of service to LSP) shall apply.
XXVII. EFFECTIVE DATE
The effective date of this Agreement shall be ten (10) days after the
date that the appropriate state regulatory Commission approves this
Agreement.
XXVIII. WAIVER
The failure of either Party to enforce or insist that the other party
comply with any of the terms or conditions of this Agreement, or the
waiver by either Party in a particular instance of any of the terms and
conditions of this Agreement, shall not be construed as a general waiver
or relinquishment of the terms and conditions, but the Agreement shall
be and remain at all times in full force and effect.
XXIX. DISCLAIMER OF WARRANTIES
SWBT MAKES NO REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO ANY WARRANTY AS TO MERCHANTABILITY OR
FITNESS FOR INTENDED OR PARTICULAR PURPOSE WITH RESPECT TO SERVICES
PROVIDED HEREUNDER. ADDITIONALLY, SWBT ASSUMES NO RESPONSIBILITY WITH
REGARD TO THE CORRECTNESS OF DATA OR INFORMATION SUPPLIED BY LSP WHEN
THIS DATA OR INFORMATION IS ACCESSED AND USED BY A THIRD PARTY.
XXX. RELATIONSHIP OF THE PARTIES
This Agreement shall not establish, be interpreted as establishing, or
be used by either Party to establish or to represent their relationship
as any form of agency, partnership or joint venture. Neither Party shall
have any authority to bind the other or to act as an agent for the other
unless written authority, separate from this Agreement, is provided.
Nothing in the Agreement shall be construed as providing for the sharing
of profits or losses arising out of the efforts of either or both of the
Parties. Nothing herein shall be construed as making either Party
responsible or liable for the obligations and undertakings of the other
Party.
XXXI. COMPLETE TERMS
PAGE 28
This Agreement, together with its exhibits constitutes the entire
agreement between the Parties and supersedes all prior discussions,
representations or oral understandings reached between the Parties.
The corresponding tariffs and this Agreement (including the exhibits)
contain all of the applicable rates and charges to be paid by the LSP to
SWBT in connection with SWBT's provision of telecommunications service
to LSP for Resale to its end user customers.
Neither Party shall be bound by any amendment, modification or
additional terms unless it is reduced to writing signed by an authorized
representative of the Party sought to be bound.
By their signatures in the space provided below, LSP and SWBT indicate
their acceptance of this Agreement. This agreement shall not bind LSP
and SWBT until executed by both Parties. This Agreement will be governed
by and interpreted in accordance with the laws of the State of Oklahoma.
PAGE 29
THIS AGREEMENT CONTAINS A BINDING ARBITRATION AGREEMENT.
▇▇▇▇▇ LONG DISTANCE SOUTHWESTERN ▇▇▇▇ TELEPHONE
AECN/OCN: 7775 COMPANY
/s/ ▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------- ---------------------------
Signature Signature
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------- -----------------------------------------
Printed Name Printed Name
President General Manager-- Local Interconnection
-------------------- -----------------------------------------
Position/Title Position/Title
3-24-97 6/4/97
-------------------- -----------------------------------------
Date Date
PAGE 29
THIS AGREEMENT CONTAINS A BINDING ARBITRATION AGREEMENT.
▇▇▇▇▇ LONG DISTANCE SOUTHWESTERN ▇▇▇▇ TELEPHONE
AECN/OCN: 7775 COMPANY
/s/ ▇▇▇▇ ▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------- ---------------------------
Signature Signature
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------- ---------------------------
Printed Name Printed Name
President [Illegible]
-------------------- ---------------------------
Position/Title Position/Title
3-24-97 6/4/97
-------------------- ---------------------------
Date Date
EXHIBIT A
Page 1 of 6
Southwestern ▇▇▇▇'▇ Resale Telecommunications Services* List - Business
Oklahoma
RESALE DISCOUNTS
RECURRING NON-RECURRING
--------- -------------
LOCAL EXCHANGE SERVICE
Business 1 Party 19.8% 19.8%
Business - Multi-Line Hunting 19.8% 19.8%
Semi Public Coin Telephone Service 19.8% 19.8%
Semi Public Coinless Telephone Service 19.8% 19.8%
Semi Public Coinless - Outward only 19.8% 19.8%
Semi Public Outgoing Only/1 Way Originating only 19.8% 19.8%
EXPANDED LOCAL CALLING
Expanded Local Calling (Mandatory) 19.8% 19.8%
Mandatory Extended Area Calling Service (EACS)- 1 19.8% 19.8%
Party
Mandatory EACS - Hotel/Motel Measured Trunk 19.8% 19.8%
Mandatory EACS - Multi-Line Hunting 19.8% 19.8%
Mandatory EACS - PBX Trunk 19.8% 19.8%
Mandatory EACS - Semi Public-1 Party 19.8% 19.8%
VERTICAL SERVICES
Auto Redial 19.8% 19.8%
Call Blocker 19.8% 19.8%
Call Forwarding 19.8% 19.8%
Call Forwarding - Busy Line 19.8% 19.8%
Call Forwarding - Busy Line/Don't Answer 19.8% 19.8%
Call Forwarding - Don't Answer 19.8% 19.8%
Call Return 19.8% 19.8%
Call Trace 19.8% 19.8%
Call Waiting 19.8% 19.8%
Calling Name 19.8% 19.8%
Calling Number 19.8% 19.8%
ComCall(R) 19.8% 19.8%
Personalized Ring (1 dependent number) 19.8% 19.8%
Personalized Ring (2 dependent numbers - 1st number) 19.8% 19.8%
Personalized Ring (2 dependent numbers - 2nd number) 19.8% 19.8%
Priority Call 19.8% 19.8%
Remote Access to Call Forwarding 19.8% 19.8%
Selective Call Forwarding 19.8% 19.8%
Simultaneous Call Forwarding 19.8% 19.8%
* Some services not available in all Areas.
Resale products available subject to state and federal rules, regulations and
tariffs.
EXHIBIT A
Page 2 of 6
RESALE DISCOUNTS
RECURRING NON-RECURRING
--------- -------------
VERTICAL SERVICES (cont.)
Speed Calling 8 19.8% 19.8%
Speed Calling 30 19.8% 19.8%
Three Way Calling 19.8% 19.8%
DID
DID (First Block of 100 - Category 1) 19.8% 19.8%
DID (First Block of 10- Category 1) 19.8% 19.8%
DID (Ea. adl. block of 10 after first 10- Category 1) 19.8% 19.8%
DID (Ea. adl. block of 100 after first 100- Category 2) 19.8% 19.8%
DID (Ea. adl. block of 10 assigned over 1st 100 - 19.8% 19.8%
Category 2)
DID (with Multifrequency) 19.8% 19.8%
DID (with Dual-Tone Multifrequency) 19.8% 19.8%
DID (1st 10 Trunks or access lines) 19.8% 19.8%
DID (11th thru 50th trunk or network access line) 19.8% 19.8%
DID (51st trunk or network access line) 19.8% 19.8%
TRUNKS
Analog Trunks 19.8% 19.8%
Digital Trunks 19.8% 19.8%
AIN
Area Wide Networking 19.8% 19.8%
Caller Intellidat(R) 19.8% 19.8%
Disaster Routing Service 19.8% 19.8%
Intelligent Redirect(TM) 19.8% 19.8%
Positive ID 19.8% 19.8%
OTHER
Bundled Telecommunications Services (e.g., the Works) 19.8% 19.8%
Busy Out Arrangements 19.8% 19.8%
Customer Alerting Enablement 19.8% 19.8%
Grandfathered Services 19.8% 19.8%
Hot Line 19.8% 19.8%
Hunting 19.8% 19.8%
Local Operator Assistance Service 19.8% 19.8%
Night Number associated with Telephone Number 19.8% 19.8%
Night Number associated with a Terminal 19.8% 19.8%
Promotions (Greater than 90 days) 19.8% 19.8%
Telebranch(R) 19.8% 19.8%
Toll Restriction 19.8% 19.8%
* Some Services not available in all Areas.
EXHIBIT A
Page 3 of 6
RESALE DISCOUNTS
RECURRING NON-RECURRING
--------- -------------
OTHER (cont.)
TouchTone 19.8% 19.8%
Voice Dial 19.8% 19.8%
Warm Line 19.8% 19.8%
ISDN
Circuit Switched Video/Circuit Switched Data 19.8% 19.8%
Select Video Plus(R) 19.8% 19.8%
Smart Trunk(TM) 19.8% 19.8%
DIRECTORY ASSISTANCE SERVICES 19.8% 19.8%
TOLL
900 Call Restriction 19.8% 19.8%
IntraLATA MTS 19.8% 19.8%
MaxiMizer 800(R) 19.8% 19.8%
OutWATS 19.8% 19.8%
Toll Billing Exception 19.8% 19.8%
800 Service 19.8% 19.8%
OPTIONAL TOLL CALLING PLANS
1+ SAVER(TM) 19.8% 19.8%
1+ SAVER Direct(TM) 19.8% 19.8%
Circle Saver 19.8% 19.8%
Corridor Optional Saver 19.8% 19.8%
Extended Community Saver 19.8% 19.8%
PLEXAR(R)
Plexar I(R) 19.8% 19.8%
Plexar II(R) 19.8% 19.8%
Plexar Custom(1) Variable Variable
----------
(1) The Resale Discount cannot be set such that SWBT provides Plexar Custom
below underlying costs.
*Some Services not available in all Areas.
EXHIBIT A
Page 4 of 6
RESALE DISCOUNTS
RECURRING NON-RECURRING
--------- -------------
PRIVATE LINE
Analog Private Lines 19.8% 19.8%
Automated Distribution Services 19.8% 19.8%
Digital Loop Service 19.8% 19.8%
Foreign Exchange Service 19.8% 19.8%
Foreign Serving Office 19.8% 19.8%
Frame Relay 19.8% 19.8%
Group Alerting Services 19.8% 19.8%
MegaLink I(R) 19.8% 19.8%
MegaLink II(R) 19.8% 19.8%
MegaLink III(R) 19.8% 19.8%
MicroLink I(R) 19.8% 19.8%
MicroLink II(R) 19.8% 19.8%
MultiPoint Video 19.8% 19.8%
Service Loop Facility Modification Service 19.8% 19.8%
* Some Services not available in all Areas.
EXHIBIT A
Page 5 of 6
Southwestern ▇▇▇▇'▇ Resale Telecommunications Services* List - Residence
Oklahoma
RESALE DISCOUNTS
RECURRING NON-RECURRING
--------- -------------
LOCAL EXCHANGE SERVICE
Life Line and Link Up America Services 19.8% 19.8%
Residence 1 Party 19.8% 19.8%
Residence Measured 19.8% 19.8%
EXPANDED LOCAL CALLING
Expanded Local Calling (Mandatory) 19.8% 19.8%
Mandatory Extended Area Calling Service (EACS)- 1 19.8% 19.8%
Party
Mandatory EACS - One element measured, 1 Party 19.8% 19.8%
VERTICAL SERVICES
Auto Redial 19.8% 19.8%
Call Blocker 19.8% 19.8%
Call Forwarding 19.8% 19.8%
Call Forwarding - Busy Line 19.8% 19.8%
Call Forwarding - Busy Line/Don't Answer 19.8% 19.8%
Call Forwarding - Don't Answer 19.8% 19.8%
Call Return 19.8% 19.8%
Call Trace 19.8% 19.8%
Call Waiting 19.8% 19.8%
Calling Name 19.8% 19.8%
Calling Number 19.8% 19.8%
ComCall(R) 19.8% 19.8%
Personalized Ring (1 dependent number) 19.8% 19.8%
Personalized Ring (2 dependent numbers -1st number) 19.8% 19.8%
Personalized Ring (2 dependent numbers -2nd number) 19.8% 19.8%
Priority Call 19.8% 19.8%
Remote Access to Call Forwarding 19.8% 19.8%
Selective Call Forwarding 19.8% 19.8%
Simultaneous Call Forwarding 19.8% 19.8%
Speed Calling 8 19.8% 19.8%
Three Way Calling 19.8% 19.8%
DIRECTORY ASSISTANCE SERVICES 19.8% 19.8%
* Some Services not available in all Areas.
EXHIBIT A
Page 6 of 6
RESALE DISCOUNTS
RECURRING NON-RECURRING
--------- -------------
ISDN 19.8% 19.8%
OTHER
Bundled Telecommunications Services (e.g., the Works) 19.8% 19.8%
Customer Alerting Enablement 19.8% 19.8%
Grandfathered Services 19.8% 19.8%
Hot Line 19.8% 19.8%
Local Operator Assistance Service 19.8% 19.8%
Promotions (Greater than 90 days) 19.8% 19.8%
Preferred Number Service 19.8% 19.8%
Toll Restriction 19.8% 19.8%
TouchTone 19.8% 19.8%
Voice Dial 19.8% 19.8%
Warm Line 19.8% 19.8%
TOLL
900/976 Call Restriction 19.8% 19.8%
Home 800(TM) 19.8% 19.8%
IntraLATA MTS 19.8% 19.8%
Toll Billing Exception 19.8% 19.8%
OPTIONAL TOLL CALLING PLANS
1+ SAVER(TM) 19.8% 19.8%
1+ SAVER Direct(TM) 19.8% 19.8%
Circle Saver 19.8% 19.8%
Corridor Optional Saver 19.8% 19.8%
Extended Community Saver 19.8% 19.8%
* Some Services not available in all Areas.
EXHIBIT B
Page 1 of 1
Southwestern ▇▇▇▇'▇ Resale Other Services* List
Oklahoma
RESALE DISCOUNTS
RECURRING NON-RECURRING
--------- -------------
Additional Directory Listings 19.8% 19.8%
▇▇▇▇ Plus 5% 5%
Consolidated Billing 5% 5%
Access Services 0% 0%
Wireless Carrier Interconnection Services 0% 0%
Company Initiated Suspension Service 0% 0%
Construction Charges 0% 0%
Customer Initiated Suspension Service 0% 0%
Exchange Connection Service 0% 0%
Connections with Terminal Equipment and 0% 0%
Communications
Equipment
Maintenance of Service Charges 0% 0%
Telecommunications Service Priority Systems 0% 0%
* Some Services not available in all Areas.
Resale products available subject to state and federal rules, regulations and
tariffs.
EXHIBIT C
Page 1 of 1
APPENDIX RESALE
OKLAHOMA
OS/DA PRICING - BRANDING, RATE & REFERENCE
The following rates will apply for each service element:
--------------------------------------------------------------------------------
A. CALL BRANDING
An initial non-recurring charge applies per trunk group for
the establishment of LSP specific Call Branding. A Per Call
charge also applies. When there are subsequent changes to
the branding announcement, an additional non-recurring
charge will also apply per change.
Rate per initial load group $2700.00
Rate per load for Brand change $2700.00
Per Call $ 0.02
--------------------------------------------------------------------------------
B. DIRECTORY ASSISTANCE RATE/REFERENCE INFORMATION
An initial non-recurring charge applies for the initial load
of LSP's DA Services Rate/Reference Information. An
additional non-recurring charge applies for each subsequent
change to Rate/Reference Information.
Rate per initial load $4250.00
Rate per subsequent rate change $3050.00
Rate per subsequent reference change $3050.00
--------------------------------------------------------------------------------
C. OPERATOR SERVICES RATE/REFERENCE INFORMATION
An initial non-recurring charge applies for the initial load
of LSP's Operator Services Rate/Reference Information. An
additional non-recurring charge applies for each subsequent
change to Rate/Reference Information.
Rate per initial load $4250.00
Rate per subsequent rate change $3050.00
Rate per subsequent reference change $3050.00
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