[Kansas]
RESALE AGREEMENT BETWEEN
SOUTHWESTERN XXXX TELEPHONE COMPANY
AND XXXXX LONG DISTANCE
TABLE OF CONTENTS
I. DESCRIPTION AND CHARGES FOR SERVICES ........................... 1
II. TERMS AND CONDITIONS FOR RESALE OF SERVICES .................... 1
A. Permitted Use of Resold Services by LSP and Its End Users 2
B. Use of SWBT Trademarks ................................... 3
C. Network and Service Order Conditions ..................... 3
III. ADDITIONAL SERVICES ............................................ 4
A. 911/E911 ................................................. 4
B. Dialing Parity ........................................... 5
X. Xxxxx Page Directories: Listings, Distribution and
Information Page ......................................... 5
D. Directory Assistance (DA) ................................ 6
E. Operator Services (OS) ................................... 7
IV. RESPONSIBILITIES OF SWBT ....................................... 7
V. ADDITIONAL RESPONSIBILITIES OF THE PARTIES ..................... 8
VI. CHANGES IN SUBSCRIBER CARRIER SELECTIONS ....................... 9
VII. ADDITIONAL RESPONSIBILITIES OF LSP ............................. 10
A. Payment of Rates and Charges ............................. 10
B. Interfaces with SWBT ..................................... 11
C. Repair Contact Arrangements .............................. 11
D. LSP Operating Company Number (0CN) ....................... 11
E. Special Service Arrangements ............................. 11
F. DA/OS Branding ........................................... 11
VIII. NONEXCLUSIVITY ................................................. 12
IX. SUPPORT SYSTEMS SERVICES ....................................... 12
A. Support Systems Services ................................. 12
B. Network Management Controls .............................. 14
C. Law Enforcement and Civil Process ........................ 14
D. Usage Data ............................................... 15
X. CALL TRACE ..................................................... 15
XI. TAXES ........................................................... 15
XII. TERMINATION OF SERVICE TO LSP ................................... 15
XIII. FORCE MAJEURE ................................................... 17
XIV. LIMITATION OF LIABILITY ......................................... 17
XV. NONDISCLOSURE ................................................... 18
XVI. PUBLICITY ....................................................... 19
XVII. ASSIGNMENT ...................................................... 19
XVIII. DISPUTE RESOLUTION .............................................. 19
A. Finality of Disputes ..................................... 19
B. Alternative to Litigation ................................. 20
XIX. VERIFICATION REVIEWS ............................................ 21
XX. COMPLIANCE WITH LAWS ............................................ 22
XXI. CERTIFICATION REQUIREMENTS ...................................... 23
XXII. EFFECT OF OTHER AGREEMENTS ...................................... 24
XIII. NOTIFICATION .................................................... 24
XXIV. NOTICES ......................................................... 24
XXV. BENEFICIARIES ................................................... 24
XXVI. TERM ............................................................ 25
XXVII. EFFECTIVE DATE .................................................. 25
XXVIII. WAIVER .......................................................... 25
XXIX. DISCLAIMER OF WARRANTIES ........................................ 25
XXX. RELATIONSHIP OF THE PARTIES ..................................... 25
XXXI. COMPLETE TERMS .................................................. 26
PAGE 1
RESALE AGREEMENT BETWEEN
SOUTHWESTERN XXXX TELEPHONE COMPANY
AND
XXXXX LONG DISTANCE
This Agreement is between Southwestern Xxxx Telephone Company ("SWBT"),
a Missouri corporation, and Xxxxx Long Distance ("LSP") (collectively, the
"Parties") entered into this_______ day of ___________, 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 Kansas. Therefore, the Parties hereby
agree as follows:
I. DESCRIPTION AND CHARGES FOR SERVICES
The services available to LSP for resale and the discounts for such
services are identified in Attachments A and B. Furthermore, to the
extent that a federal or state regulatory agency adopts a final order
establishing wholesale discounts under 252(d)(3) of the
Telecommunications Act, which is not stayed and which directs SWBT to
apply state-specific wholesale discount percentages which are different
from those incorporated within this Agreement, either Party shall have
the option of converting to that discount level upon ten (10) days'
written notice to the other Party.
LSP may offer to resell Customer Initiated Suspension and Restoral
Service to their end users as outlined in the corresponding retail
tariff. 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.
PAGE 2
A. Permitted Use of Resold Services by LSP and Its End Users
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 as otherwise
provided herein.
2. LSP shall only sell Plexar(R) services to a single end
user.
3. Except where otherwise explicitly provided in the
corresponding tariffs, LSP shall not permit the sharing
of a service or services by multiple end users or the
aggregation of traffic from multiple end users onto a
single service.
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 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 in violation of a provision of this Agreement,
SWBT shall notify LSP of the violation in writing of the
specific 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
PAGE 3
corrected. SWBT shall then xxxx 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 Xxxxxx XXX 00, 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
I. 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 herein
only in those service areas in which such resale
services or
PAGE 4
any feature or capability thereof are offered at retail
by SWBT as the incumbent local exchange carrier to its
end users.
2. When LSP converts an end user currently receiving
noncomplex service from the SWBT network, without any
changes to SWBT's network, LSP will be charged a per
order (i.e., per billable telephone number) conversion
charge of twenty-five dollars ($25.00) in Kansas.
Conversion orders processed and completed electronically
will be charged five dollars ($5.00) per order on an
interim basis. Complex orders will be charged at a rate
of one hundred twenty-five dollars ($125.00). Custom
Services conversions (e.g. Plexar Custom) will be
handled on a Customer Specific Proposal basis.
When LSP converts an end user 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 nonrecurring 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 ordering new 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 nonfacilities 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.
2. 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 5
3. When requested by SWBT, LSP shall timely provide
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
determined by SWBT.
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.
X. Xxxxx Page Directories: Listings, Distribution and Information
Page
1. At LSP's request, SWBT shall provide nondiscriminatory
access to White Pages directory listing and distribution
services under the terms and conditions described
herein:
a) SWBT shall provide, at no additional charge, a
straight line listing in the appropriate SWBT
white pages for each of LSP's local exchange
service end users. Subscriber listing
information shall, however, remain the property
of SWBT.
b) Additional Listing Services (e.g., foreign and
signature listings) 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 Exhibits A and B to
this Agreement.
c) LSP end users shall be entitled to one directory
per basic residential or business line provided
by SWBT pursuant to this Agreement.
d) SWBT, or its agents shall deliver a White Pages
Directory to LSP end user's premises at the same
time that such directories are delivered to SWBT
end users. If an LSP's
PAGE 6
end user already has a current SWBT directory,
SWBT shall not be required to deliver a new
directory to that end user until the new
directories are published for that end user's
location.
e) 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.
f) 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 is
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 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
PAGE 7
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 is 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 activities shall be
accomplished by telephone call or facsimile until electronic
interface capability has been established. SWBT, with input from
LSP, shall provide interface specifications for electronic
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.
PAGE 8
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. LSP end users calling SWBT
may 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
xxxx 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 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.
PAGE 9
B. Only an end user can initiate a challenge to a 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. LSP shall make
authorization available to SWBT 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. 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 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 transmission charges for the Local Disconnect
Report.
PAGE 10
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.
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 LSP. All applicable rates and
charges for such services will be billed to and shall be
the responsibility of LSP, with the exception of retail
services provided directly to the end user by SWBT as
described in paragraph 1 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 Agreement and pay
any applicable charges. LSP acknowledges that blocking
is not available for certain types of calls, including
800 numbers.
B. Interfaces with SWBT
PAGE 11
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 (0CN)
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:
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:
PAGE 12
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.
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
PAGE 13
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 users 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 the life of the white pages 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:
PAGE 14
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.
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 degradation 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
PAGE 15
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 for 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 SWBT and SWBT shall honor such request in accordance
with this paragraph. However, 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.
D. Usage Data
On no less than 60 days advance written notice, LSP may request
SWBT to make certain usage information available to LSP on a
daily basis via a mechanized feed. The information will consist
of usage sensitive charges SWBT will xxxx to LSP arising out of
the use of resold lines. LSP agrees to pay SWBT $.003 per
message for this service.
X. CALL TRACE
LSP end user's activation of Call Trace shall be handled by the SWBT
Call Trace Center (CTC) or its Annoying and Anonymous Call Bureau. SWBT
shall notify LSP of requests by its 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 the LSP.
LSP understands that for services where reports are provided to law
enforcement agencies (e.g., Call Trace) only billing number and address
information shall be provided. It shall be the LSP's responsibility to
provide additional information necessary for any police investigation.
LSP shall indemnify SWBT against any claims that insufficient
information led to inadequate prosecution.
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
PAGE 16
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, 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 with a third party escrow
agent mutually agreed upon by the Parties.
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 Commission
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
PAGE 17
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 ISP'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.
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 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
PAGE 18
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, 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
PAGE 19
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.
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 Kansas, and state regulatory
commissions 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
PAGE 20
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 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
PAGE 21
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 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. The arbitration shall be held in the city
where this Agreement was executed by SWBT. 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.
PAGE 22
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 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 xxxx actual costs incurred in complying
subsequent to the concurrence of reviewing Party.
PAGE 23
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.
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 REQUIREMENTS
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
PAGE 24
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 or PSC. 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 such arrangements upon the same rates, terms and
conditions as those provided in the Other Agreement.
XXIII. NOTIFICATION
SWBT shall make telecommunications services that SWBT provides at retail
to subscribers who are not telecommunications carriers available for
resale consistent with its obligation under Section 251(c)(4)(a) of the
Telecommunications Act. The notification shall advise LSP of the
category in which such new service shall be placed and the same discount
already applicable to LSP in that category shall apply 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:
Xxxx Xxxxx Xxxxxx Xxxxxx
Xxxxx Long Distance SWBT
000 X. Xxxx, Xxxxx 0000 Xxx Xxxx Xxxxx, Xxxx 000
Xxxxxxx, XX 00000 Xxxxxx, XX 00000
XXV. BENEFICIARIES
This Agreement shall not provide any nonparty with any remedy, claim,
cause of action or other right.
PAGE 25
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 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
PAGE 26
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
This Agreement, together with its Attachments 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 Attachments)
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________.
PAGE 27
THIS AGREEMENT CONTAINS A BINDING ARBITRATION AGREEMENT.
XXXXX LONG DISTANCE SOUTHWESTERN XXXX TELEPHONE
AECN/OCN: 7775 COMPANY
/s/ Xxxx Xxxxx /s/ Xxxxxxx Xxxxxx
-------------------- ---------------------------
Signature Signature
XXXX XXXXX XXXXXXX XXXXXX
-------------------- ---------------------------
Printed Name Printed Name
President VP-Local Interconnection
-------------------- ---------------------------
Position/Title Position/Title
3-24-97 4/7/97
-------------------- ---------------------------
Date Date
RESALE AGREEMENT (MO, KS, AR) - EXHIBIT A
PAGE 1 OF 2
SWBT/LSP
M307
Southwestern Xxxx'x Resale Product* List - Residence
Kansas
AVOIDED COST DISCOUNTS
RECURRING NON-RECURRING
--------- -------------
LOCAL EXCHANGE SERVICE
Link Up America Service 14.9% 14.9%
Residence 1 Party 14.9% 14.9%
Res Flat Rate Trunks 14.9% 14.9%
EXPANDED LOCAL CALLING
Expanded Local Calling (Mandatory) 14.9% 14.9%
MetroPlus 14.9% 14.9%
CALL MANAGEMENT SERVICES
Auto Redial 14.9% 14.9%
Auto Redial - Usage Sensitive 14.9% 14.9%
Call Blocker 14.9% 14.9%
Call Forwarding 14.9% 14.9%
Call Forwarding - Busy Line 14.9% 14.9%
Call Forwarding - Busy Line/Don't Answer 14.9% 14.9%
Call Forwarding - Don't Answer 14.9% 14.9%
Call Return 14.9% 14.9%
Call Return - Usage Sensitive 14.9% 14.9%
Call Trace 14.9% 14.9%
Call Waiting 14.9% 14.9%
Calling Name 14.9% 14.9%
Calling Number 14.9% 14.9%
Personalized Ring (1 dependent number) 14.9% 14.9%
Personalized Ring (2 dependent numbers - 1st number) 14.9% 14.9%
Personalized Ring (2 dependent numbers - 2nd number) 14.9% 14.9%
Preferred Number Service 14.9% 14.9%
Priority Call 14.9% 14.9%
Remote Access to Call Forwarding 14.9% 14.9%
Selective Call Forwarding 14.9% 14.9%
Simultaneous Call Forwarding 14.9% 14.9%
Speed Calling 8 14.9% 14.9%
Three Way Calling 14.9% 14.9%
AIN
Selective Call Acceptance 14.9% 14.9%
* Some products not available in all areas.
Resale products available subject to state and federal rules, regulations, and
tariffs.
RESALE AGREEMENT (MO, KS, AR) - EXHIBIT A
PAGE 2 OF 2
SWBT/LSP
M307
Southwestern Xxxx'x Resale Product* List - Residence
Kansas
AVOIDED COST DISCOUNTS
RECURRING NON-RECURRING
--------- -------------
DIRECTORY ASSISTANCE SERVICES 14.9% 14.9%
ISDN
Digiline (SM) 14.9% 14.9%
OTHER
Customer Alerting Enablement 14.9% 14.9%
Grandfathered Services 14.9% 14.9%
Hot Line 14.9% 14.9%
Hunting 14.9% 14.9%
Improved Data Transmission Service 14.9% 14.9%
Local Operator Assistance Service 14.9% 14.9%
Packages 14.9% 14.9%
Promotions (greater than 90 days) 14.9% 14.9%
Preferred Number Service 14.9% 14.9%
Second Line Control 14.9% 14.9%
Toll Restriction 14.9% 14.9%
TouchTone 14.9% 14.9%
Voice Dial 14.9% 14.9%
Warm Line 14.9% 14.9%
TOLL
900 Call Restriction 14.9% 14.9%
Home 800 (SM) 14.9% 14.9%
IntraLATA MTS 14.9% 14.9%
Toll Billing Exception 14.9% 14.9%
NON-TELECOMMUNICATION SERVICES
Xxxx Plus (SM) 14.9% 14.9%
Consolidated Billing 14.9% 14.9%
Company Initiated Suspension and Restoral Service 0.0% 0.0%
Customer Initiated Suspension and Restoral Service 0.0% 0.0%
Enhanced Directory Listings 14.9% 14.9%
* Some products not available in all areas.
Resale products available subject to state and federal rules, regulations, and
tariffs.
RESALE AGREEMENT (MO, KS, AR) - EXHIBIT B
PAGE 1 OF 3
SWBT/LSP
M307
Southwestern Xxxx'x Resale Product* List - Residence
Kansas
AVOIDED COST DISCOUNTS
RECURRING NON-RECURRING
--------- -------------
LOCAL EXCHANGE SERVICE
Business 1 Party 14.9% 14.9%
Business - Multi-Line 14.9% 14.9%
Business - Message Rate 1 Party 14.9% 14.9%
Semi Public Coin Telephone Service 14.9% 14.9%
Semi Public Coinless Telephone Service 14.9% 14.9%
Semi Public Coinless - Outward only 14.9% 14.9%
Semi Public Outgoing Only/1 Way Originating only 14.9% 14.9%
TRUNKS
Analog Trunk 14.9% 14.9%
DID 14.9% 14.9%
Digital Trunk 14.9% 14.9%
Hotel/Motel Message Trunks 14.9% 14.9%
EXPANDED LOCAL CALLING
Expanded Local Calling (Mandatory) 14.9% 14.9%
MetroPlus 14.9% 14.9%
CALL MANAGEMENT SERVICES
Auto Redial 14.9% 14.9%
Auto Redial - Usage Sensitive 14.9% 14.9%
Call Blocker 14.9% 14.9%
Call Forwarding 14.9% 14.9%
Call Forwarding - Busy Line 14.9% 14.9%
Call Forwarding - Busy Line/Don't Answer 14.9% 14.9%
Call Forwarding - Don't Answer 14.9% 14.9%
Call Return 14.9% 14.9%
Call Return - Usage Sensitive 14.9% 14.9%
Call Trace 14.9% 14.9%
Call Waiting 14.9% 14.9%
Calling Name 14.9% 14.9%
Calling Number 14.9% 14.9%
Personalized Ring (1 dependent number) 14.9% 14.9%
Personalized Ring (2 dependent numbers -1st number) 14.9% 14.9%
Personalized Ring (2 dependent numbers -2nd number) 14.9% 14.9%
Priority Call 14.9% 14.9%
Remote Access to Call Forwarding 14.9% 14.9%
Selective Call Forwarding 14.9% 14.9%
Simultaneous Call Forwarding 14.9% 14.9%
Speed Calling 30 14.9% 14.9%
Three Way Calling 14.9% 14.9%
* Some products not available in all areas.
Resale products available subject to state and federal rules, regulations and
tariffs
RESALE AGREEMENT (MO, KS, AR) - EXHIBIT B
PAGE 2 OF 3
SWBT/LSP
M307
Southwestern Xxxx'x Resale Product* List - Residence
Kansas
AVOIDED COST DISCOUNTS
RECURRING NON-RECURRING
--------- -------------
DID (First Block of 100) 14.9% 14.9%
DID (First Block of 10) 14.9% 14.9%
DID (Ea. adl. block of 10 after first 10) 14.9% 14.9%
DID (Ea.adl. block of 100 after first 100) 14.9% 14.9%
DID (with dial pulse) 14.9% 14.9%
DID (with Multifrequency) 14.9% 14.9%
DID (with Dual-Tone Multifrequency) 14.9% 14.9%
AIN
Area Wide Networking 14.9% 14.9%
Caller lntellidata(R) 14.9% 14.9%
Disaster Routing Service 14.9% 14.9%
Intelligent Redirect(SM) 14.9% 14.9%
lntelliNumber (SM) 14.9% 14.9%
Positive ID 14.9% 14.9%
Selective Call Acceptance 14.9% 14.9%
OTHER
Busy Out Arrangement 14.9% 14.9%
Customer Alerting Enablement 14.9% 14.9%
Grandfathered Services 14.9% 14.9%
Foreign Exchange 14.9% 14.9%
Foreign Serving Office 14.9% 14.9%
Frame Relay 14.9% 14.9%
Hot Line 14.9% 14.9%
Hunting 14.9% 14.9%
Improved Data Transmission Service 14.9% 14.9%
Local Operator Assistance Service 14.9% 14.9%
MicroLink I(R) 14.9% 14.9%
Multi Pt. Video 14.9% 14.9%
Network Reconfiguration Service 14.9% 14.9%
Night Number associated with a Terminal 14.9% 14.9%
Night Number associated with Telephone Number 14.9% 14.9%
Packages 14.9% 14.9%
Promotions (greater than 90 days) 14.9% 14.9%
Telebranch(R) 14.9% 14.9%
Telephone Answering Secretarial 14.9% 14.9%
Toll Restriction 14.9% 14.9%
TouchTone (Business) 14.9% 14.9%
TouchTone (Trunk) 14.9% 14.9%
Voice Dial 14.9% 14.9%
Warm Line 14.9% 14.9%
* Some products not available in all areas.
Resale products available subject to state and federal rules, regulations and
tariffs
RESALE AGREEMENT (MO, KS, AR) - EXHIBIT B
PAGE 3 OF 3
SWBT/LSP
M307
Southwestern Xxxx'x Resale Product* List - Residence
Kansas
AVOIDED COST DISCOUNTS
RECURRING NON-RECURRING
--------- -------------
ISDN
Digiline (SM) 14.9% 14.9%
Select Video Plus(R) 14.9% 14.9%
Smart Trunk (SM) 14.9% 14.9%
DIRECTORY ASSISTANCE SERVICES 14.9% 14.9%
TOLL
900 Call Restriction 14.9% 14.9%
IntraLATA MTS 14.9% 14.9%
Maximizer 800(R) 14.9% 14.9%
OutWATS 14.9% 14.9%
Toll Billing Exception 14.9% 14.9%
PLEXAR(R)
Plexar I(R) 14.9% 14.9%
Plexar II(R) 14.9% 14.9%
NON-TELECOMMUNICATION SERVICES
Xxxx Plus(SM) 14.9% 14.9%
Consolidated Billing 14.9% 14.9%
Company Initiated Suspension and Restoral Service 0.0% 0.0%
Customer Initiated Suspension and Restoral Service 0.0% 0.0%
Enhanced Directory Listings 14.9% 14.9%
* Some products not available in all areas.
Resale products available subject to state and federal rules, regulations and
tariffs
APPENDIX RESALE
KANSAS
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 $2100.00
Rate per load for Brand change $2100.00
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 $3375.00
Rate per subsequent rate change $2375.00
Rate per subsequent reference change $2375.00
--------------------------------------------------------------------------------
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 $3375.00
Rate per subsequent rate change $2375.00
Rate per subsequent reference change $2375.00
--------------------------------------------------------------------------------
Proprietary: Not for Use or Disclosure Outside the Southwestern Xxxx Corporation
Family of Companies Except Under Written Agreement
