Exhibit 10.36
PAC-WEST TELECOMM, INC.
AND
U S WEST COMMUNICATIONS, INC.
INTERCONNECTION
AGREEMENT
FOR THE XXXXX XX XXXXXX
XXX-000000-0000
TABLE OF CONTENTS
I. RECITALS.......................................................................................... 1
II. SCOPE OF AGREEMENT................................................................................ 1
III. DEFINITIONS....................................................................................... 2
IV. RATES AND CHARGES GENERALLY...................................................................... 8
V. RECIPROCAL TRAFFIC EXCHANGE....................................................................... 9
A. Scope............................................................................................. 9
B. Types of Traffic.................................................................................. 9
C. Types of Exchanged Traffic........................................................................ 10
D. Rate Structure -- Local Traffic................................................................... 11
E. Rate Structure -- Toll Traffic.................................................................... 13
F. Rate Structure -- Transit Traffic................................................................. 13
G. LIS Interface Code Availability And Optional Features............................................. 13
H. Measuring Local Interconnection Minutes........................................................... 14
I. Testing........................................................................................... 14
J. Ordering.......................................................................................... 15
K. Billing Arrangements.............................................................................. 16
L. Mileage Measurement............................................................................... 17
M. Construction Charges.............................................................................. 17
VI. INTERCONNECTION................................................................................... 18
A. Definition........................................................................................ 18
B. Mid-span Meet POI................................................................................. 18
C. Collocation....................................................................................... 18
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D. Entrance Facility................................................................................. 18
E. Quality of Interconnection........................................................................ 19
F. Points of Interface (POI)......................................................................... 19
G. Trunking Requirements............................................................................. 19
H. Service Interruptions............................................................................. 20
I. Interconnection Forecasting....................................................................... 22
VII. COLLOCATION....................................................................................... 24
VIII. INTERIM NUMBER PORTABILITY........................................................................ 33
A. General Terms..................................................................................... 33
B. Description Of Service............................................................................ 33
IX. DIALING PARITY.................................................................................... 38
X. ACCESS TO TELEPHONE NUMBERS....................................................................... 39
XI. CALL COMPLETION FROM USWC OPERATORS............................................................... 41
XII. BUSY LINE VERIFY/INTERRUPT........................................................................ 42
XIII. TOLL AND ASSISTANCE OPERATOR SERVICES............................................................. 43
XIV. DIRECTORY ASSISTANCE.............................................................................. 45
XVI. U S WEST DIRECT ISSUES............................................................................ 48
XVII. ACCESS TO POLES, DUCTS, CONDUITS, AND RIGHTS OF WAY............................................... 49
XVIII. ACCESS TO DATABASES............................................................................... 50
XIX. NOTICE OF CHANGES................................................................................. 51
XX. 911/E-911 SERVICE................................................................................. 52
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XXI. REFERRAL ANNOUNCEMENT............................................................................. 55
XXII. COORDINATED REPAIR CALLS.......................................................................... 56
XXIII. NETWORK INTERCONNECTION AND UNBUNDLED ELEMENT REQUEST............................................. 57
XXIV. AUDIT PROCESS..................................................................................... 59
XXV. AUDIOTEXT AND MASS ANNOUNCEMENT SERVICES.......................................................... 61
XXVI. LOCAL INTERCONNECTION DATA EXCHANGE FOR BILLING................................................... 62
XXVII. SIGNALING ACCESS TO CALL-RELATED DATABASES........................................................ 63
XXVIII. INTERCONNECTION TO LINE INFORMATION DATA BASE (LIDB).............................................. 64
XXIX. CONSTRUCTION CHARGES.............................................................................. 65
XXX. RESALE............................................................................................ 67
A. Description....................................................................................... 67
B. Scope............................................................................................. 67
C. Ordering and Maintenance.......................................................................... 67
D. Pac-West Responsibilities......................................................................... 69
E. Rates and Charges................................................................................. 70
F. Directory Listings................................................................................ 71
G. Deposit........................................................................................... 71
H. Payment........................................................................................... 72
XXXI. UNBUNDLED ACCESS/ELEMENTS......................................................................... 73
A. General Terms..................................................................................... 73
B. Description of Unbundled Elements................................................................. 73
XXXII. SERVICE STANDARDS................................................................................. 80
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XXXIII. IMPLEMENTATION SCHEDULE........................................................................... 82
XXXIV. MISCELLANEOUS TERMS............................................................................... 83
A. General Provisions................................................................................ 83
B. Most Favored Nation Terms and Treatment........................................................... 83
C. Letter of Authorization........................................................................... 83
D. Payment........................................................................................... 84
E. Taxes............................................................................................. 84
F. Intellectual Property............................................................................. 84
G. Severability...................................................................................... 85
H. Responsibility for Environmental Contamination.................................................... 85
I. Responsibility of Each Party...................................................................... 85
J. Referenced Documents.............................................................................. 86
K. Publicity and Advertising......................................................................... 86
L. Executed in Counterparts.......................................................................... 86
M. Headings of No Force or Effect.................................................................... 86
N. Entire Agreement.................................................................................. 87
O. Joint Work Product................................................................................ 87
P. Disclaimer of Agency.............................................................................. 87
Q. Survival.......................................................................................... 87
R. Effective Date.................................................................................... 87
S. Amendment of Agreement............................................................................ 87
T. Indemnity......................................................................................... 88
U. Limitation of Liability........................................................................... 88
V. Term of Agreement................................................................................. 89
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W. Controlling Law................................................................................... 89
X. Cancellation Charges.............................................................................. 90
Y. Regulatory Approval............................................................................... 90
Z. Compliance........................................................................................ 90
AA. Compliance with the Communications Law Enforcement Act of 1994 ("CALEA").......................... 90
BB. Independent Contractor............................................................................ 90
CC. Force Majeure..................................................................................... 90
DD. Dispute Resolution................................................................................ 91
EE. Commission Decision............................................................................... 91
FF. Nondisclosure..................................................................................... 91
GG. Notices........................................................................................... 93
HH. Assignment........................................................................................ 93
II. Warranties........................................................................................ 93
JJ. Default........................................................................................... 94
KK. No Third Party Beneficiaries...................................................................... 94
ARTICLE I - PREMISES...................................................................................... 4
ARTICLE II - EFFECTIVENESS AND REGULATORY APPROVAL......................................................... 5
ARTICLE III - TERM.......................................................................................... 6
ARTICLE IV - PREMISES CHARGES.............................................................................. 6
ARTICLE V - INTERCONNECTION CHARGES....................................................................... 8
ARTICLE VI - DEMARCATION POINT............................................................................. 8
ARTICLE VII - USE OF PREMISES.............................................................................. 9
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ARTICLE VIII - STANDARDS.................................................................................. 10
ARTICLE IX - RESPONSIBILITIES OF THE INTERCONNECTOR AND USWC............................................ 11
ARTICLE X - QUIET ENJOYMENT............................................................................. 12
ARTICLE XI - ASSIGNMENT.................................................................................. 12
ARTICLE XII - CASUALTY LOSS............................................................................... 12
ARTICLE XIII - LIMITATION OF LIABILITY..................................................................... 13
ARTICLE XIV - SERVICES, UTILITIES, MAINTENANCE AND FACILITIES............................................. 14
ARTICLE XV - DISPUTE RESOLUTION.......................................................................... 14
ARTICLE XVI - SUCCESSORS BOUND............................................................................ 14
ARTICLE XVII - CONFLICT OF INTEREST........................................................................ 14
ARTICLE XVIII - NON-EXCLUSIVE REMEDIES..................................................................... 15
ARTICLE XIX - NOTICES..................................................................................... 15
ARTICLE XX - COMPLIANCE WITH LAWS........................................................................ 15
ARTICLE XXI - INSURANCE................................................................................... 15
ARTICLE XXII - US WEST'S RIGHT OF ACCESS................................................................... 16
ARTICLE XXIII - OTHER COLLOCATION AGREEMENTS............................................................... 16
ARTICLE XXIV - MISCELLANEOUS............................................................................... 16
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INTERCONNECTION AGREEMENT
THIS INTERCONNECTION AGREEMENT is between Pac-West Telecomm, Inc. ("Pac-West")
and U S WEST Communications, Inc. ("USWC"), a Colorado corporation.
I. RECITALS
Pursuant to this Interconnection Agreement Pac-West Telecomm, Inc. ("Pac-
West") and U S WEST Communications, Inc. ("USWC"), collectively "the
Parties", will extend certain arrangements to one another within each LATA
in which they both operate within this State. This Agreement is a
combination of agreed terms and terms imposed by arbitration under Section
252 of the Communications Act of 1934, as modified by the
Telecommunications Act of 1996 ("the Act"), and as such does not
necessarily represent the position of either Party on any given issue. The
Parties enter into this Agreement without prejudice to any position they
may 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.
II. SCOPE OF AGREEMENT
A. This Agreement sets forth the terms, conditions and prices under which
USWC agrees to provide (a) services for resale (hereinafter referred
to as "Local Services") (b) certain Unbundled Network Elements,
Ancillary Functions and additional features to Pac-West (hereinafter
collectively referred to as "Network Elements") or combinations of
such Network Elements ("Combinations") for Pac-West's own use or for
resale to others. The Agreement also sets forth the terms, conditions
and prices under which the parties agree to provide interconnection
and reciprocal compensation for the exchange of local traffic between
USWC and Pac-West for purposes of offering telecommunications
services. Unless otherwise provided in this Agreement, the parties
will perform all of their obligations hereunder throughout, to the
extent provided in the Appendices attached hereto. The Agreement
includes all accompanying appendices.
B. In the performance of their obligations under this Agreement, the
Parties shall act in good faith and consistently with the intent of
the Act. Where notice, approval or similar action by a Party is
permitted or required by any provision of this Agreement, (including,
without limitation, the obligation of the parties to further negotiate
the resolution of new or open issues under this Agreement) such action
shall not be unreasonably delayed, withheld or conditioned.
C. When Pac-West begins offering residential and business exchange
services in this state through the use of Pac-West's facilities, Pac-
West will notify USWC.
D. Acknowledgment of Deferred Issues:
Pac-West acknowledges it is USWC's position that USWC's existing
telecommunications network represents substantial investment made
as a result of its carrier-of-last-resort obligation and that
such network allows
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Pac-West's end users to interconnect with significantly more
business and residential customers than vice versa. Pac-West
further acknowledges USWC believes that a separate transitional
element is necessary to compensate USWC for the value of its
network in this Agreement, that under the Act, the FCC will
establish a proceeding to address Universal Service Support, and
that the Act also empowers the state Commission to establish a
separate proceeding on universal service issues. Pac-West further
acknowledges that USWC believes that USWC is entitled to receive
additional compensation for costs of implementing various
provisions of the Act, and that USWC shall seek such additional
recovery through future state and/or federal regulatory
proceedings. Pac-West disagrees with these USWC positions.
USWC acknowledges it is Pac-West's position that the relative
investments of the Parties is not a relevant consideration in the
context of this agreement and that it is the result of a
historical monopoly which confers significant, continuing
benefits on USWC. USWC acknowledges that it is Pac-West's
position that no transitional elements are necessary to
compensate USWC, that any such transitional elements would
constitute a windfall to USWC, and that the investigations
contemplated at the State and federal level for Universal Service
Funding will substantially disprove USWC's claims. USWC further
acknowledges that Pac-West believes that the costs of
implementing the Act are costs experienced by all
telecommunications carriers and that it would be unjust,
discriminatory, and anti-competitive to favor USWC with
additional cost recovery of implementation costs. USWC disagrees
with these Pac-West positions.
In consideration of Pac-West's willingness to interconnect on the
terms set forth in this Agreement, and without prejudice to the
position it may take in the FCC docket or before any state
Commission, USWC agrees to await the outcome of such proceedings,
rather than seek universal service support from Pac-West at this
time.
III. DEFINITIONS
A. "Act" means the Communications Act of 1934 (47 U.S.C. 151 et.seq.), as
amended by the Telecommunications Act of 1996, and as from time to time
interpreted in the duly authorized rules and regulations of the FCC or a
Commission within its state of jurisdiction.
B. "Access Services" refers to the tariffed interstate and intrastate switched
access and private line transport services offered for the origination
and/or termination of interexchange traffic (see each Parties' appropriate
state and interstate access tariffs).
C. "ADSL" or "Asymmetrical Digital Subscriber Line" means a transmission
technology which transmits an asymmetrical digital signal using one of
several transmission
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methods (for example, carrier-less AM/PM discrete multi-tone, or discrete
wavelet multi-tone).
D. "Access Service Request" or "ASR" means the industry standard forms and
supporting documentation used for ordering Access Services. The ASR will be
used to order trunking and facilities between Pac-West and USWC for Local
Interconnection Service.
E. "Automatic Number Identification" or "ANI" means a Feature Group D
signaling parameter which refers to the number transmitted through a
network identifying the billing number of the calling party.
F. "CLASS features" are optional end user switched services that include, but
are not necessarily limited to: Automatic Call Back; Call Trace; Caller ID
and Related Blocking Features; Distinctive Ringing/Call Waiting; Selective
Call Forward; Selective Call Rejection. (See Bellcore documentation for
definition).
G. "BLV/BLVI Traffic" means an operator service call in which the caller
inquires as to the busy status of or requests an interruption of a call on
another Customer's Telephone Exchange Service line.
H. "Central Office Switch" means a switch used to provide Telecommunications
Services, including, but not limited to:
a. "End Office Switches" which are used to terminate Customer station
loops for the purpose of interconnecting to each other and to trunks;
and
b. "Tandem Office Switches" which are used to connect and switch trunk
circuits between and among other Central Office Switches. Access
tandems provide connections for exchange access and toll traffic while
local tandems provide connections for local/EAS traffic.
I. "Collocation" means an arrangement whereby one Party's (the "Collocating
Party") facilities are terminated in its equipment necessary for
Interconnection or for access to Network Elements on an unbundled basis
which has been installed and maintained at the premises of a second Party
(the "Housing Party"). Collocation may be "physical" or "virtual". In
"Physical Collocation," the Collocating Party installs and maintains its
own equipment in the Housing Party's premises. In "Virtual Collocation,"
the Housing Party installs and maintains the Collocating Party's equipment
in the Housing Party's premises.
J. "Commission" means the Oregon Public Utilities Commission.
K. "Customer" means a third-party (residence or business) that subscribes to
Telecommunications Services provided by either of the Parties.
L. "Calling Party Number" or "CPN" is a Common Channel Signaling ("CCS")
parameter which refers to the number transmitted through a network
identifying the calling party.
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M. "Common Channel Signaling" or "CCS" means a method of digitally
transmitting call set-up and network control data over a special signaling
network fully separate from the public voice switched network elements that
carry the actual call. The CCS used by the Parties shall be Signaling
System 7.
N. "Competitive Local Exchange Carrier" means an entity authorized to provide
Local Exchange Service that does not otherwise qualify as an incumbent LEC.
O. "Digital Signal Level" means one of several transmission rates in the time
division multiplexing hierarchy.
P. "Digital Signal Level 0" or "DS0" means the 64 Kbps zero-level signal in
the time-division multiplex hierarchy.
Q. "Digital Signal Level 1" or "DS1" means the 1.544 Mbps first-level signal
in the time-division multiplex hierarchy. In the time-division
multiplexing hierarchy of the telephone network, DS1 is the initial level
of multiplexing.
R. "Digital Signal Level 3" or "DS3" means the 44.736 Mbps third-level in the
time-division multiplex hierarchy. In the time-division multiplexing
hierarchy of the telephone network, DS3 is defined as the third level of
multiplexing.
S. "Exchange Message Record" or "EMR" is the standard used for exchange of
telecommunications message information between telecommunications providers
for billable, non-billable, sample, settlement and study data. EMR format
is contained in BR-010-200-010 XXXX Exchange Message Record, a Bellcore
document that defines industry standards for exchange message records.
T. "Fiber-Meet" means an interconnection architecture method whereby the
Parties physically interconnect their networks via an optical fiber
interface (as opposed to an electrical interface) at a mutually agreed upon
location.
U. "HDSL" or "High-Bit Rate Digital Subscriber Line" means a two-wire or four-
wire transmission technology which typically transmits a DS1-level signal
(or, higher level signals with certain technologies), using: 2 Binary / 1
Quartenary ("2B1Q").
V. "Integrated Digital Loop Carrier" means a subscriber loop carrier system
which integrates within the switch at a DS1 level that is twenty-four (24)
local Loop transmission paths combined into a 1.544 Mbps digital signal.
W. "Interconnection" is as described in the Act and refers to the connection
of separate pieces of equipment, facilities, or platforms between or within
networks for the purpose of transmission and routing of Telephone Exchange
Service traffic and Exchange Access traffic.
X. "Interexchange Carrier" or "IXC" means a carrier that provides, directly or
indirectly, interLATA or intraLATA Telephone Toll Services.
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Y. "Integrated Services Digital Network" or "ISDN" means a switched network
service that provides end-to-end digital connectivity for the simultaneous
transmission of voice and data. Basic Rate Interface-ISDN (BRI-ISDN)
provides for a digital transmission of two 64 Kbps bearer channels and one
16 Kbps data channel (2B+D).
Z. "Local Loop Transmission" or "Loop" means the entire transmission path
which extends from the network interface or demarcation point at a
Customer's premises to the Main Distribution Frame or other designated
frame or panel in a Party's Wire Center which serves the Customer.
AA. "Main Distribution Frame" or "MDF" means the distribution frame of the
Party providing the Loop used to interconnect cable pairs and line and
trunk equipment terminals on a switching system.
BB. "Meet-Point Billing" or "MPB" refers to an agreement whereby two LECs
(including a LEC and CLEC) jointly provide switched access service to an
Interexchange Carrier, with each LEC (or CLEC) receiving an appropriate
share of the transport element revenues as defined by their effective
access tariffs.
CC. "MECAB" refers to the Multiple Exchange Carrier Access Billing (MECAB)
document prepared by the Billing Committee of the Ordering and Billing
Forum (OBF), that functions under the auspices of the Carrier Liaison
Committee (CLC) of the Alliance for Telecommunications Industry Solutions
(ATIS). The MECAB document, published by Bellcore as Special Report SR-
BDS-000983, contains the recommended guidelines for the billing of an
access service provided by two or more LECs (including a LEC and a CLEC),
or by one LEC in two or more states within a single LATA.
DD. "MECOD" refers to the Multiple Exchange Carriers Ordering and Design
(MECOD) Guidelines for Access Services - Industry Support Interface, a
document developed by the Ordering/Provisioning Committee under the
auspices of the Ordering and Billing Forum (OBF), that functions under the
auspices of the Carrier Liaison Committee (CLC) of the Alliance for
Telecommunications Industry Solutions (ATIS). The MECOD document,
published by Bellcore as Special Report SR STS-002643, establishes
recommended guidelines for processing orders for access service that is to
be provided by two or more LECs (including a LEC and a CLEC). It is
published by Bellcore as SRBDS 00983.
EE. "Mid-Span Meet" is a point of interconnection between two networks,
designated by two telecommunications carriers, at which one carrier's
responsibility for service begins and the other carrier's responsibility
ends.
FF. "North American Numbering Plan" or "NANP" means the numbering plan used in
the United States that also serves Canada, Bermuda, Puerto Rico and certain
Caribbean Islands. The NANP format is a 10-digit number that consists of a
3-digit NPA code (commonly referred to as the area code), followed by a 3-
digit NXX code and 4-digit line number.
GG. "NXX" means the fourth, fifth and sixth digits of a ten-digit telephone
number.
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HH. "Point of Interface" or "POI" is a mutually agreed upon point of
demarcation where the exchange of traffic between two LECs (including a LEC
and a CLEC) takes place.
II. "Party" means either USWC or Pac-West and "Parties" means USWC and Pac-
West.
JJ. "Port" means a termination on a Central Office Switch that permits
customers to send or receive telecommunications services over the public
switched network, but does not include switch features or switching
functionality.
KK. "Rate Center" means the specific geographic point and corresponding
geographic area which are associated with one or more particular NPA-NXX
codes which have been assigned to a LEC (or CLEC) for its provision of
basic exchange telecommunications services. The "rate center point" is the
finite geographic point identified by a specific V & H coordinate, which is
used to measure distance-sensitive end user traffic to/from, the particular
NPA-NXX designations associated with the specific Rate Center. The "rate
center area" is the exclusive geographic area identified as the area within
which the LEC (or CLEC) will provide Basic Exchange Telecommunications
Service bearing the particular NPA-NXX designations associated with the
specific Rate Center. The Rate Center point must be located within the
Rate Center area.
LL. "Reseller" is a category of Local Exchange service provider that obtains
dial tone and associated telecommunications services from another provider
through the purchase of bundled finished services for resale to its end use
customers.
MM. Service Control Point" or "SCP" means a signaling end point that acts as a
database to provide information to another signaling end point (i.e.,
Service Switching Point or another SCP) for processing or routing certain
types of network calls. A query/response mechanism is typically used in
communicating with an SCP.
NN. "Signaling Transfer Point" or "STP" means a signaling point that performs
message routing functions and provides information for the routing of
messages between signaling end points. An STP transmits, receives and
processes Common Channel Signaling ("CCS") messages.
OO. "Switched Exchange Access Service" means the offering of transmission or
switching services to Telecommunications Carriers for the purpose of the
origination or termination of Telephone Toll Service. Switched Exchange
Access Services include: Feature Group A, Feature Group B, Feature Group
D, 800/888 access, and 900 access and their successors or similar Switched
Exchange Access services.
PP "Traffic Type" is the characterization of intraLATA traffic as "local"
(local includes EAS), or "toll" which shall be the same as the
characterization established by the effective tariffs of the incumbent
local exchange carrier as of the date of this agreement.
QQ. "Wire Center" denotes a building or space within a building, that serves as
an aggregation point on a given carrier's network, where transmission
facilities are connected or switched. Wire Center can also denote a
building where one or more Central Offices, used for the provision of Basic
Exchange Telecommunications Services and Access Services, are located.
However, for purposes of Collocation Service, Wire
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Center shall mean those points eligible for such connections as specified
in the FCC Docket No. 91-141, and rules adopted pursuant thereto.
RR. "Routing Point" means a location that a LEC or CLEC has designated on its
own network as the homing (routing) point for traffic, bearing a certain
NPA-NXX designation, that is inbound to Basic Exchange Telecommunications
Services provided by the LEC or CLEC. The Routing Point is employed to
calculate mileage measurements for the distance-sensitive transport element
charges of Switched Access Services. Pursuant to Bellcore Practice BR 795-
100-100, the Routing Point may be an "End Office" location, or a "LEC
Consortium Point of Interconnection". Pursuant to that same Bellcore
Practice, examples of the latter shall be designated by a common language
location identifier (CLLI) code with (x)KD in positions 9, 10, 11, where
(x) may be any alphanumeric A-Z or 0-9. The above referenced Bellcore
document refers to the Routing Point as the Rating Point. The Rating
Point/Routing Point need not be the same as the rate center point nor must
it be located within the rate center area, but must be in the same LATA as
the NPA/NXX. Pac-West may not employ its use of a single point of
interconnection to avoid paying USWC for use of its transport and tandem
facilities. See also Section V.E. and Appendix A Note 1./1/
SS. "Tariff Services" as used throughout this Agreement refers to the
applicable Party's interstate tariffs and state tariffs, price lists, price
schedules and catalogs.
TT. "Information Service Traffic" means Local Traffic or IntraLATA Toll Traffic
which originates on a Telephone Exchange Service line and which is
addressed to an information service provided over a Party's information
services platform (e.g., 976).
----
UU. Terms not otherwise defined here, but defined in the Act or in regulations
implementing the Act, shall have the meaning defined there.
/1/ The last three sentences of this paragraph are incorporated pursuant to
OPUC Decision 96-324.
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IV. RATES AND CHARGES GENERALLY
A. Prices for termination and transport of traffic, interconnection,
access to unbundled network elements, and ancillary services are set
forth in Appendix A.
B. USWC's wholesale discounts for resale services are set forth in
Appendix A.
C. The underlying provider of a resold service shall be entitled to
receive, from the purchaser of switched access, the appropriate access
charges pursuant to its then effective switched access tariff. For
the purposes of this paragraph, Unbundled Loops are not considered as
resold services.
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V. RECIPROCAL TRAFFIC EXCHANGE
A. Scope
Reciprocal traffic exchange addresses the exchange of traffic between
Pac-West end users and USWC end users. If such traffic is local, the
provisions of this Agreement shall apply. Where either party acts as
an intraLATA toll provider or interLATA Interexchange Carrier (IXC) or
where either party interconnects and delivers traffic to the other
from third parties, each party shall xxxx such third parties the
appropriate charges pursuant to its respective tariffs or contractual
offerings for such third party terminations. Absent a separately
negotiated agreement to the contrary, the Parties will directly
exchange traffic between their respective networks, without the use of
third party transit providers.
B. Types of Traffic
The types of traffic to be exchanged under this Agreement include:
1. EAS/local traffic as defined above.
2. IntraLATA toll traffic as defined above.
3. Switched access traffic, or interLATA toll traffic, as
specifically defined in USWC's state and interstate switched
access tariffs, and generally identified as that traffic that
originates at one of the Party's end users and terminates at an
IXC point of presence, or originates at an IXC point of presence
and terminates at one of the Party's end users, whether or not
the traffic transits the other Party's network.
4. Transit traffic is any traffic other than switched access, that
originates from one Telecommunications Carrier's network,
transits another Telecommunications Carrier's network, and
terminates to yet another Telecommunications Carrier's network.
Transit service provides the ability for a Telecommunications
Carrier to use its connection to a local or access tandem for
delivery of calls that originate with a Telecommunications
Carrier and terminate to a company other than the tandem company,
such as another Competitive Local Exchange Carrier, an existing
Exchange Carrier, or a wireless carrier. In these cases, neither
the originating nor terminating end user is a customer of the
tandem Telecommunications Carrier. The tandem Telecommunications
Carrier will accept traffic originated by a Party and will
terminate it at a point of interconnection with another local,
intraLATA or interLATA network Telecommunications Carrier. This
service is provided through local and access tandem switches.
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5. Ancillary traffic includes all traffic destined for ancillary
services, or that may have special billing requirements,
including, but not limited to the following:
a. Directory Assistance
b. 911/E911
c. Operator call termination (busy line interrupt and verify)
d. 800/888 database dip
e. LIDB
f. Information services requiring special billing.
6. Unless otherwise stated in this Agreement, ancillary traffic will
be exchanged in accordance with whether the traffic is Local/EAS,
intraLATA toll, or Switched Access.
C. Types of Exchanged Traffic
1. Termination of Local Traffic.
Local traffic will be terminated as Local Interconnection Service
(LIS).
2. Transport of Local Traffic
As negotiated between the Parties, the exchange of local traffic
between the Parties may occur in several ways:
a. While the parties anticipate the use of two way trunks for
the delivery of local traffic, either Party may elect to
provision its own one-way trunks for delivery of local
traffic to be terminated on the other Party's network at the
"initial" point of interconnection.
b. The Parties may elect to purchase transport services from
each other or from a third party. Such transport delivers
the originating Party's local traffic to the terminating
Party's end office or tandem for call termination. Transport
may be purchased as either tandem switched transport (which
is included in the tandem call termination rate) or direct
trunk transport.
c. Based on forecasted traffic at Pac-West's busy hour in CCS,
where there is a DS1's worth of traffic (512 CCS) between
the Pac-West switch and a USWC end office, the Parties agree
to provision a dedicated (i.e., direct) two-way trunk group
from the Pac-West switch directly to the USWC end office.
To the extent that Pac-West has established a collocation
arrangement at a USWC end office location, and has available
capacity, the Parties agree that Pac-West shall provide two-
way direct trunk facilities, when required, from that end
office to the Pac-West switch. In all other cases, the
direct facility may be provisioned by USWC or Pac-West or a
third party. If both Pac-West and USWC desire to
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provision the facility and cannot otherwise agree, the
parties may agree to resolve the dispute through the
submission of competitive bids.
3. Transit Traffic.
a. USWC will accept traffic originated by Pac-West and will
terminate it at a point of interconnection with another
CLEC, Exchange Carrier, Interexchange Carrier or Wireless
Carrier. USWC will provide this transit service through
local and access tandem switches. Pac-West may also provide
USWC with transit service.
b. The Parties expect that all networks involved in
transporting transit traffic will deliver calls to each
involved network with CCS/SS7 protocol and the appropriate
ISUP/TCAP message to facilitate full interoperability and
billing functions. In all cases, the originating company is
responsible to follow the EMR standard and to exchange
records with both the transiting company and the terminating
company, to facilitate the billing process to the
originating network.
c. The Parties will use industry standards developed to handle
the provision and billing of Switched Access by multiple
providers (MECAB, MECOD and the Parties' FCC tariffs),
including the one-time provision of notification to Pac-West
of the billing name, billing address and carrier
identification codes of all interexchange carriers
originating or terminating at each USWC access tandem.
4. Toll Traffic.
a. Toll traffic routed to an access tandem, or directly routed
to an end office, will be terminated as Switched Access
Service. Traffic terminated at the access tandem will be
routed to the end offices within the LATA that subtend the
USWC access tandem switch. Switched Access Service also
allows for termination at an end office or tandem via direct
trunked circuits provisioned either by USWC or Pac-West.
D. Rate Structure -- Local Traffic
1. Call Termination
a. The Parties agree that call termination rates as described
in Appendix A will apply reciprocally for the termination of
local/EAS traffic per minute of use.
b. For traffic terminated at an USWC or Pac-West end office,
the end office call termination rate in Appendix A shall
apply.
Page 11
c. For traffic terminated at a USWC or Pac-West tandem switch,
the tandem call termination rate in Appendix A shall apply.
The tandem call termination rate provides for end office
call termination, tandem switched transport and tandem
switching.
The Parties acknowledge that Pac-West will initially serve
all of its customers within a given LATA through a single
Pac-West switch. The Parties also acknowledge that Pac-West
may, in the future, deploy additional switches in each
LATA..
d. For purposes of call termination, the initial Pac-West
switch shall be treated as an end office switch./2/
e. Pursuant to OPUC Decision 96-324, USWC's proposed paragraph
e. has been deleted.
2. Transport
a. If the Parties elect to each provision their own one-way
trunks to the other Party's end office for the termination
of local traffic, each Party will be responsible for its own
expenses associated with the trunks and no transport charges
will apply. Call termination charges shall apply as
described above.
b. If one Party desires to purchase direct trunk transport from
the other Party, the following rate elements will apply.
Transport rate elements include the direct trunk transport
facilities between the POI and the terminating party's
tandem or end office switches.. The applicable rates are
described in Appendix A.
c. Direct-trunked transport facilities are provided as
dedicated DS3 or DS1 facilities without the tandem switching
functions, for the use of either Party between the point of
interconnection and the terminating end office or tandem
switch.
d. If the Parties elect to establish two-way direct trunks, the
compensation for such jointly used `shared' facilities shall
be adjusted as follows. The nominal compensation shall be
pursuant to the rates for direct trunk transport in Appendix
A. The actual rate paid to the provider of the direct trunk
facility shall be reduced to reflect the provider's use of
that facility. The adjustment in the direct trunk transport
rate shall be a percentage that reflects the provider's
relative use (i.e., originating minutes of use) of the
facility in the busy hour.
______________________
/2/ This sentence has been included pursuant to OPUC Decision 96-324.
Page 12
e. Multiplexing options are available at rates described in
Appendix A.
E. Rate Structure -- Toll Traffic.
1. Applicable Switched Access Tariff rates, terms, and conditions
apply to toll traffic routed to an access tandem, or directly to
an end office. Relevant rate elements include Direct Trunk
Transport (DTT) or Tandem Switched Transport (TST),
Interconnection Charge (IC), Local Switching, and Carrier Common
Line, as appropriate.
F. Rate Structure -- Transit Traffic.
1. Applicable switched access, Type 2 or LIS transport rates apply
for the use of USWC's network to transport transit traffic. For
transiting local traffic, the applicable local transit rate
applies to the originating party per Appendix A. For transiting
toll traffic, the Parties will charge the applicable switched
access rates to the responsible carrier. For terminating
transiting wireless traffic, the Parties will charge their
applicable rates to the wireless provider. For transiting
wireless traffic, the parties will charge each other the
applicable local transit rate.
G. LIS Interface Code Availability And Optional Features
1. Interface Code Availability.
Supervisory Signaling specifications, and the applicable network
channel interface codes for LIS trunks, are the same as those
used for Feature Group D Switched Access Service, as described in
the Parties' applicable switched access tariffs.
2. Optional Features.
a. Inband MF or SS7 Out of Band Signaling.
Inband MF signaling and SS7 Out of Band Signaling are
available for LIS trunks. MF signaling or SS7 Out-of-Band
Signaling must be requested on the order for the new LIS
trunks. Provisioning of the LIS trunks equipped with MF
signaling or SS7 Out of Band Signaling is the same as that
used for Feature Group D Switched Access. Common Channel
Signaling Access Capability Service, as set forth in Section
XXVIII herein, must be ordered by Pac-West when SS7 Out-of-
Band Signaling is requested on LIS trunks.
Page 13
b. Clear Channel Capability.
Clear Channel Capability permits 24 DS0-64 kbit/s services
or 1.536 Mbit/s of information on the 1.544 Mbit/s line
rate. Clear Channel Capability is available for LIS trunks
equipped with SS7 Out-of-Band Signaling. Clear Channel
Capability is only available on trunks to USWC's access
tandem switch or USWC's end office switches (where
available); (Clear Channel Capability is not available on
trunks to USWC's local tandem switches or end offices where
it is currently not deployed. Pac-West agrees to use the
Network Interconnection and Unbundled Element Request
process to request clear channel capability for such
additional switches. Prices for such additional clear
channel capability, if any, will be established through the
NIUER Process). Clear Channel Capability must be requested
on the order for the new LIS trunks. The provisioning of
the LIS trunks equipped with Clear Channel Capability is the
same as that used for Feature Group D Switched Access
Service. USWC will provide Pac-West with a listing of USWC
end offices, local tandems and access tandems equipped with
clear channel capability.
H. Measuring Local Interconnection Minutes
1. Measurement of terminating Local Interconnection Minutes begins
when the terminating LIS entry switch receives answer supervision
from the called end user's end office indicating the called end
user has answered. The measurement of terminating call usage
over LIS trunks ends when the terminating LIS entry switch
receives disconnect supervision from either the called end user's
end office, indicating the called end user has disconnected, or
Pac-West's point of interconnection, whichever is recognized
first by the entry switch.
2. USWC and Pac-West are required to provide each other the proper
call information (e.g., originated call party number and
destination call party number, etc.) to enable each Party to
issue bills in a complete and timely fashion.
I. Testing
1. Acceptance Testing
At the time of installation of an LIS trunk group, and at no
additional charge, the Parties will cooperatively test the same
parameters tested for terminating Feature Group D Switched
Access Service. Please see USWC's applicable switched access
tariff for the specifications.
Page 14
2. Testing Capabilities
a. Terminating LIS testing is provided where equipment is
available, with the following test lines: seven-digit access
to balance (100 type), milliwatt (102 type), nonsynchronous
or synchronous, automatic transmission measuring (105 type),
data transmission (107 type), loop-around, short circuit,
open circuit, and non-inverting digital loopback (108 type).
b. In addition to LIS acceptance testing, other tests are
available (e.g., additional cooperative acceptance testing,
automatic scheduled testing, cooperative scheduled testing,
manual scheduled testing, and non-scheduled testing) at the
applicable tariff rates.
J. Ordering
1. When ordering LIS, the ordering Party shall specify on the
service order: 1) the type and number of interconnection
facilities to terminate at the point of interconnection in the
serving wire center; 2) the type of interoffice transport, (i.e.,
direct trunk transport or tandem switched transport); 3) the peak
busy hour CCS from the Pac-West end office; 4) the number of
trunks to be provisioned at a local exchange office or tandem; 5)
and any optional features (see form Appendix B). When the
ordering Party requests facilities, routing, or optional features
different than those determined to be available, the Parties will
work cooperatively in determining an acceptable configuration,
based on available facilities, equipment and routing plans
2. When the ordering Party initially orders a DS3 interconnection
facility, in conjunction with tandem switched transport to a
tandem, or DS3 direct trunk transport facilities to a tandem or
local exchange office, the provider will forward the appropriate
DS1 facility record information necessary to identify the circuit
facility assignment (CFA). On subsequent orders utilizing
existing DS3 interconnection facilities, or DS3 direct trunk
transport facilities, the provider will assign the DS1 facility
to the DS 3 interconnection facility or DS3 direct trunk
transport facility, as directed by the ordering Party.
3. A joint planning meeting will precede Pac-West and USWC trunking
orders. These meetings will result in the transmittal of Access
Service Requests (ASRs) to initiate order activity. A Party
requesting tandem interconnection will provide its best estimate
of the traffic distribution to each end office subtending the
tandem.
4. Service intervals and due dates for negotiated arrangements will
be determined on an individual case basis.
Page 15
K. Billing Arrangements
1. USWC and Pac-West desire to submit separate bills, pursuant to
their separate tariffs, to interexchange carriers for their
respective portions of jointly provided switched access service.
Based on the negotiated POI, the Parties will agree on a meet
point percentage to enable the joint provisioning and billing of
Switched Access Services to third parties in conformance with the
Meet-Point Billing guidelines adopted by and contained in the
Ordering and Billing Forum's MECAB and MECOD documents and
referenced in USWC's Switched Access Tariffs. The Parties
understand and agree that MPB arrangements are available and
functional only to/from Interexchange Carriers who directly
connect with the tandem(s) that Pac-West sub-tends in each LATA..
2. The parties will use reasonable efforts, individually and
collectively, to maintain provisions in their respective federal
and state access tariffs, and/or provisions within the National
Exchange Carrier Association ("NECA") Tariff No. 4, or any
successor tariff, sufficient to reflect this MPB arrangement,
including MPB percentages.
3. As detailed in the MECAB document, Pac-West and USWC will
exchange all information necessary to xxxx third parties for
Switched Access Services traffic jointly handled by Pac-West and
USWC via the meet point arrangement in a timely fashion.
Information shall be exchanged in Exchange Message Record ("EMR")
format (Bellcore Standard BR 000-000-000, as amended) on magnetic
tape or via a mutually acceptable electronic file transfer
protocol. The Parties will exchange records pursuant to this
paragraph without additional compensation.
4. The Parties will agree upon reasonable audit standards and other
procedures as required to ensure billing accuracy.
5. Each company will xxxx the IXC's the appropriate rate elements in
accordance with their respective interstate and intrastate
tariffs, as follows:
Rate Element Billing Company
------------ ---------------
Carrier Common Line Dial Tone Provider
Local Switching Dial Tone Provider
Interconnection Charge Dial Tone Provider
Local Transport Termination Based on negotiated BIP
Local Transport Facility Based on negotiated BIP
(also called Tandem Transmission per mile)
Tandem Switching Access Tandem Provider
Entrance Facility Access Tandem Provider
Page 16
6. For originating 800/888 traffic routed to an access tandem,
the tandem provider will perform 800/888 database inquiry
and translation functions and xxxx the inquiry charge and
translation charge (if any) to the interexchange carrier
pursuant to tariff.
L. Mileage Measurement
Where required, the mileage measurement for LIS facilities and trunks
is determined in the same manner as the mileage measurement for
Feature Group D Switched Access Service.
M. Construction Charges
For issues related to construction charges, see Section XXIX of this
Agreement.
Page 17
VI. INTERCONNECTION
A. Definition
1. Interconnection" is the linking of the USWC and Pac-West networks
for the mutual exchange of traffic and for Pac-West access to
unbundled network elements. Interconnection does not include the
transport and termination of traffic. Interconnection is
provided by virtual or physical collocation, entrance facilities
or meet point arrangements.
2. USWC will provide interconnection at the line side of the local
switch, the trunk side of the local switch, trunk interconnection
points of the tandem switch, central office cross-connect points,
and signaling transfer points necessary to exchange traffic and
access call related databases.
B. Mid-span Meet POI
1. A Mid-Span Meet POI is a negotiated point of interface, limited
to the interconnection of facilities between one Party's switch
and the other Party's switch. The actual physical point of
interface and facilities used will be subject to negotiations
between the Parties. Each Party will be responsible for its
portion of the build to the Mid-Span Meet POI, if the meet point
arrangement is used exclusively for the exchange of local
traffic.
2. If the Mid-Span Meet arrangement is to be used for access to
unbundled network elements, Pac-West must pay the portion of the
economic costs of the Mid-Span Meet arrangement used by Pac-West
for access to unbundled network elements.
C. Collocation
Interconnection may be accomplished through either virtual or physical
collocation. The terms and conditions under which collocation will be
available are described in Section --- herein.
D. Entrance Facility
Interconnection may be accomplished through the provision of an
entrance facility. An entrance facility extends from the serving wire
center of the provider to the other party's switch location. Entrance
facilities may not extend beyond the area described by the provider's
serving wire center. The rates for entrance facilities are provided
in Appendix A.
Page 18
E. Quality of Interconnection
USWC will not, for the purpose of interconnection, provide to Pac-West
less favorable terms and conditions than USWC provides itself or in a
manner less efficient than it would impose on itself. The quality of
interconnection will be at least equal to that of USWC. To the extent
that Pac-West requests higher or lower quality interconnection,
Pac-West agrees to use the New Interconnection/Unbundled Element
Request procedure described in Section XXIII.
Both Parties agree to manage their network switches in accordance with
the Bellcore LSSGR. The acceptable service levels for LIS and the
criteria for applying protective controls will be administered in the
same manner as the network management for Switched Access Service.
F. Points of Interface (POI)
Upon the request for specific point to point routing, USWC will make
available to Pac-West information indicating the location and
technical characteristics of USWC's network facilities. The following
alternatives are negotiable: (1) a DS1 or DS3 entrance facility,
where facilities are available (where facilities are not available and
USWC is required to build, see Section XXIX for issues relating to
special construction charges); (2) Virtual Collocation; (3) Physical
Collocation; and (4) negotiated Mid-Span Meet facilities. Each Party
is responsible for providing its own facilities up to the Mid-Span
Meet POI. The Parties will negotiate the facilities arrangement
between their networks.
G. Trunking Requirements
1. USWC agrees to provide designed interconnection facilities that
meet the same technical criteria and service standards, such as
probability of blocking in peak hours and transmission standards,
in accordance with industry standards.
2. Two-way trunk groups will be established wherever possible.
Exceptions to this provision will be based on billing, signaling,
and network requirements. For example, (1) billing requirements
- switched access vs. local traffic, (2) signaling requirements -
MF vs. SS7, and (3) network requirements - directory assistance
traffic to TOPS tandems. The following is the current list of
traffic types that require separate trunk groups, unless
specifically otherwise stated in this Agreement.
a. IntraLATA toll and switched access trunks
b. EAS/local trunks
c. Directory Assistance trunks
d. 911/E911 trunks
e. Operator services trunks
Page 19
f. Commercial Mobile Radio Service/Wireless traffic for which
Pac-West serves as the transit provider between the CMRS
provider and USWC.
g. (deleted)
h. (deleted)/3/
i. Meet Point Billing Trunks (for the joint provision of
switched access).
3. Trunk group connections will be made at a DS1 or multiple DS1
level for exchange of EAS/local, intraLATA toll,
wireless/Commercial Mobile Radio Service, and switched access
traffic. Ancillary service trunk groups will be made below a DS1
level, as negotiated.
4. The Parties will provide Common Channel Signaling (CCS) to one
another, where available, in conjunction with all Local/EAS Trunk
Circuits. All CCS signaling parameters will be provided
including calling party number (CPN), originating line
information (OLI) calling party category, charge number, etc.
All privacy indicators will be honored.
5. Where CCS is not available, in-band multi-frequency (MF) wink
start signaling will be provided. When the Parties interconnect
via CCS for jointly provided switched access service, the tandem
provider will provide MF/CCS interworking as required for
interconnection with interexchange carriers who use MF
signalling.
6. The Parties will follow all Ordering and Billing Forum adopted
standards pertaining to CIC/OZZ codes.
7. USWC will cooperate in the provision of TNS (Transit Network
Selection) for the joint provision of switched access.
8. The Parties shall terminate local/EAS traffic exclusively on
local/EAS trunk groups. No local/EAS trunk groups shall be
terminated on USWC's access tandems.
H. Service Interruptions.
1. Standards and procedures for notification of trunk disconnects will
be jointly developed by the Parties. Neither Party shall be
expected to maintain active status for a trunk disconnected by the
other Party for an extended or indefinite period of time.
Collectively, the Parties will use their best good faith efforts to
complete and agree on such plan.
_____________________
/3/ Paragraphs (g) and (h) were deleted pursuant to OPUC Decision 96-324.
Page 20
2. The characteristics and methods of operation of any circuits,
facilities or equipment of either Party connected with the
services, facilities or equipment of the other Party pursuant to
this Agreement shall not: 1) interfere with or impair service over
any facilities of the other Party; its affiliated companies, or its
connecting and concurring carriers involved in its services; 2)
cause damage to their plant; 3) violate any applicable law or
regulation regarding the invasion of privacy of any communications
carried over the Party's facilities; or 4) create hazards to the
employees of either Party or to the public. Each of these
requirements is hereinafter referred to as an "Impairment of
Service".
3. If either Party causes an Impairment of Service, as set forth in
this Section, the Party whose network or service is being impaired
(the "Impaired Party") shall promptly notify the Party causing the
Impairment of Service (the "Impairing Party") of the nature and
location of the problem. They shall advise the Impairing Party
that, unless promptly rectified, a temporary discontinuance of the
use of any circuit, facility or equipment may be required. The
Impairing Party and the Impaired Party agree to work together to
attempt to promptly resolve the Impairment of Service. If the
Impairing Party is unable to promptly remedy the Impairment of
Service, the Impaired Party may temporarily discontinue use of the
affected circuit, facility or equipment.
4. Each Party shall be solely responsible, and bear the expense, for
the overall design of its services. Each Party shall also be
responsible for any redesign or rearrangement of its services that
may be required because of changes in facilities, operations or
procedures, minimum network protection criteria, and operating or
maintenance characteristics of the facilities
5. To facilitate trouble reporting and to coordinate the repair of the
service provided by each Party to the other under this Agreement,
each Party shall designate a Trouble Reporting Control Office
(TRCO) for such service.
6. Where new facilities, services and arrangements are installed, the
TRCO shall ensure that continuity exists and take appropriate
transmission measurements before advising the other Party that the
new circuit is ready for service.
7. Each Party shall furnish a trouble reporting telephone number for
the designated TRCO. This number shall give access to the location
where facility records are normally located and where current
status reports on any trouble reports are readily available.
Alternative out-of-hours procedures shall be established to ensure
access to a location that is staffed and has the authority to
initiate corrective action.
8. Before either Party reports a trouble condition, they shall use
their best efforts to isolate the trouble to the other's
facilities.
Page 21
a) In cases where a trouble condition affects a significant portion
of the other's service, the Parties shall assign the same
priority provided to other interconnecting carriers.
b) The Parties shall cooperate in isolating trouble conditions.
I. Interconnection Forecasting
1. The Parties agree that during the first year of interconnection,
joint forecasting and planning meetings will take place no less
frequently than once per quarter.
2. The Parties shall establish joint forecasting responsibilities
for traffic utilization over trunk groups. Intercompany forecast
information must be provided by the Parties to each other four
times a year. The quarterly forecasts shall include forecasted
requirements for each trunk group identified in Paragraph G(2) of
this Section. In addition, the forecast shall include, for
tandem-switched traffic, the quantity of tandem-switched traffic
forecasted for each subtending end office. The Parties recognize
that, to the extent historical traffic data can be shared between
the Parties, the accuracy of the forecasts will improve.
Forecasts shall be for a minimum of three (current and plus-1 and
plus-2) years;
a) The use of Common Language Location Identifier (CLLI-MSG),
which are described in Bellcore documents BR 000-000-000 and
BR 000-000-000;
b) A description of major network projects anticipated for the
following six months that could affect the other Party.
Major network projects include trunking or network
rearrangements, shifts in anticipated traffic patterns, or
other activities that are reflected by a significant
increase or decrease in trunking demand for the following
forecasting period. This planning will include the issues
of network capacity, forecasting and compensation
calculation, where appropriate.
3. If differences in quarterly forecasts of the Parties vary by more
than 24 additional DS0 two-way trunks for each Local
Interconnection Trunk Group, the Parties shall meet to reconcile
the forecast to within 24 DS0 trunks.
4. If a trunk group is under 75 percent of centum call seconds (ccs)
capacity on a monthly average basis for each month of any three
month period, either Party may request to resize the trunk group,
which resizing will not be unreasonably withheld. If a resizing
occurs, the trunk group shall not be left with less than 25
percent excess capacity. In all cases, grade of service
objectives identified below shall be maintained.
Page 22
5. Each Party shall provide a specified point of contact for
planning, forecasting and trunk servicing purposes.
Page 23
VII. COLLOCATION
1. Collocation allows Pac-West to obtain dedicated space in a USWC
wire center and to place equipment in such spaces to interconnect
with the USWC network. Pac-West may request collocation at other
USWC locations pursuant to the NIUER Process or through
additional interconnection negotiations under the Act. USWC will
provide the resources necessary for the operation and economical
use of collocated equipment. POIs for network interconnection
can be established through virtual or physical collocation
arrangements.
2. Collocation is offered for network interconnection between the
Parties. The collocated party may cross connect to other
collocated parties via expanded interconnection channel
terminations provided by USWC, provided that Pac-West's
collocated equipment is used for interconnection with USWC or
access to USWC's unbundled network elements. Additional terms,
conditions and rates apply in conjunction with subsequent call
termination (e.g., call termination charges, tandem switching,
tandem-switched transport, see Section V, Reciprocal Traffic
Exchange.)
3. Except when Pac-West purchases USWC's unbundled network
transmission elements, Pac-West will construct its own fiber
optic cable to the USWC-designated point of interconnection.
USWC will extend Pac-West's fiber optic cable from the POI to the
cable vault within the wire center. If necessary, USWC may bring
the cable into compliance with USWC internal fire code standards
and extend the cable to the collocated space.
4. Pac-West will be provided two points of entry into the USWC wire
center only when there are at least two existing entry points for
USWC cable and when there are vacant entrance ducts in both.
USWC will promptly remove any unused cabling to free up entrance
ducts when no other ducts are available. Cable entry will be
limited to fiber facilities.
5. Pac-West may collocate transmission equipment to terminate basic
transmission facilities. Pac-West may request collocation of
other equipment pursuant to the NIUER Process or through
additional interconnection negotiations under the Act. CLEC must
identify what equipment will be installed, to allow for USWC to
use this information in engineering the power, floor loading,
heat release, environmental particulant level, and HVAC.
6. Nothing in this part shall be construed to limit Pac-West's
ability to obtain both virtual and physical collocation in a
single location.
Page 24
B. Virtual Collocation
1. USWC shall provide virtual collocation for the purpose of
Interconnection or access to unbundled Network Elements subject
to the rates, terms and conditions of this Agreement.
2. Pac-West will not have physical access to the USWC wire center
building pursuant to a virtual collocation arrangement.
3. Pac-West will be responsible for obtaining and providing to USWC
administrative codes, e.g., common language codes, for all
equipment specified by Pac-West and installed in wire center
buildings.
4. Pac-West will be responsible for payment of training of USWC
employees for the maintenance, operation and installation of Pac-
West's virtually collocated equipment when that equipment is
different than the equipment used by USWC.
5. Pac-West will be responsible for payment of charges incurred in
the maintenance and/or repair of Pac-West's virtually collocated
equipment.
6. USWC does not guarantee the reliability Pac-West's virtually
collocated equipment.
7. Pac-West is responsible for ensuring the functionality of
virtually collocated SONET equipment provided by different
manufacturers.
8. Maintenance Labor, Inspector Labor, Engineering Labor and
Equipment Labor business hours are considered to be Monday
through Friday, 8:00am to 5:00pm and after business hours are
after 5:00pm and before 8:00am, Monday through Friday, all day
Saturday, Sunday and holidays.
9. Pac-West will transfer possession of Pac-West's virtually
collocated equipment to USWC via a no cost lease. The sole
purpose of the lease is to provide USWC with exclusive possessory
rights to Pac-West's virtually collocated equipment. Title to
the Pac-West virtually collocated equipment shall not pass to
USWC.
10. Installation and maintenance of Pac-West's virtually collocated
equipment will be performed by USWC or a USWC authorized vendor.
11. Pac-West shall ensure that upon receipt of the Pac-West virtually
collocated equipment by USWC, all warranties and access to
ongoing technical support are passed through to USWC, all at Pac-
West's expense. The interconnector shall advise the manufacturer
and seller of the virtually collocated equipment that it will be
possessed, installed and maintained by USWC.
Page 25
12. Pac-West's virtually collocated equipment must comply with the
Bellcore Network Equipment Building System (NEBS) Generic
Equipment Requirements TR-NWT-000063, Company wire center
environmental and transmission standards and any statutory
(local, state or federal) and/or regulatory requirements in
effect at the time of equipment installation or that subsequently
become effective. Pac-West shall provide USWC interface
specifications (e.g., electrical, functional, physical and
software) of Pac-West's virtually collocated equipment.
13. USWC may restrict the type of virtually collocated equipment.
USWC will only permit basic transmission terminating equipment to
be virtually collocated by Pac-West. Pac-West may request
collocation of other equipment pursuant to the NIUER Process or
through additional interconnection negotiations under the Act..
14. Pac-West must specify all software options and associated plug-
ins for its virtually collocated equipment.
15. Pac-West is responsible for purchasing and maintaining a supply
of spares. Upon failure of Pac-West's virtually collocated
equipment, Pac-West is responsible for transportation and
delivery of maintenance spares to USWC at the wire center housing
the failed equipment.
C. Physical Collocation
1. USWC shall provide to Pac-West Physical Collocation of equipment
necessary for Interconnection or for access to unbundled Network
Elements, except that USWC may provide for Virtual collocation if
USWC demonstrates to the Commission that Physical Collocation is
not practical for technical reasons or because of space
limitations, as provided in Section 251(c)(6) of the Act. USWC
shall provide such Collocation for the purpose of Interconnection
or access to unbundled Network Elements, except as otherwise
mutually agreed to in writing by the Parties or as required by
the FCC or the appropriate Commission subject to the rates, terms
and conditions of this Agreement.
2. Where Pac-West is Virtually Collocated in a premises which was
initially prepared for Virtual Collocation, Pac-West may elect to
(i) retain its Virtual Collocation in that premises and expand
that Virtual Collocation according to the rates, terms and
conditions of this Agreement, or (ii) unless it is not practical
for technical reasons or because of space limitations, convert
its Virtual Collocation at such premises to Physical
Collocation, in which case Pac-West shall coordinate the
construction and rearrangement with USWC of its equipment (IDLC
and transmission) and circuits for which Pac-West shall pay USWC
at applicable rates, and pursuant to the other terms and
conditions in this Agreement. In addition, all applicable
Physical Collocation recurring charges shall apply.
Page 26
3. Pac-West will be allowed access to the POI on non-discriminatory
terms. Pac-West owns and is responsible for the installation,
maintenance and repair of its transmission equipment located
within the space rented from USWC.
4. Pac-West must use leased space promptly and may not warehouse
space for later use or sublease to another provider. Physical
collocation is offered in wire centers on a space-available,
first come, first-served basis.
5. The minimum standard leasable amount of floor space is 100 square
feet. Pac-West must efficiently use the leased space; no more
than 50% of the floor space may be used for storage cabinets and
work surfaces. The Commission will be the final arbitrator in
points of dispute between the parties.
6. Pac-West's leased floor space will be separated from other
competitive providers and USWC space through cages or hard walls.
Pac-West may elect to have USWC construct the cage, or choose
from USWC approved contractors to construct the cage, meeting
USWC's installation Technical Publication 77350.
7. The following standard features will be provided by USWC:
a. Heating, ventilation and air conditioning.
b. Smoke/fire detection and any other building code
requirement.
8. USWC Responsibilities.
a. Design the floor space within each wire center which will
constitute CLEC's leased space.
b. Ensure that the necessary construction work is performed to
build CLEC's leased physical space and the riser from the
vault to the leased physical space.
c. Develop a quotation specific to Pac-West's request.
d. Extend USWC-provided and owned fiber optic cable from the
POI through the cable vault and extending the cable to Pac-
West's leased physical space or place the cable in fire
retardant tubing prior to extension to Pac-West's leased
physical space.
e. Installation and maintenance and all related activity
necessary to provide Channel Termination between USWC's and
Pac-West's equipment.
Page 27
f. Work cooperatively with Pac-West in matters of joint testing
and maintenance.
9. Pac-West Responsibilities
a. Determine the type of enclosure for the physical space.
b. Where applicable, procure, install and maintain all fiber
optic facilities up to the USWC designated POI.
c. Install, maintain, repair and service all Pac-West's
equipment located in the leased physical space.
d. Ensure that all equipment installed by Pac-West complies
with Bellcore Network Equipment Building System Generic
Equipment requirements, USWC wire center environmental and
transmission standards, and any statutory (local, federal,
or state) or regulatory requirements in effect at the time
of equipment installation or that subsequently become
effective.
10. Once construction is complete for physical collocation and Pac-
West has accepted its leased physical space, Pac-West may order
its DS0, DS1, DS3 or other Expanded Interconnection Channel
Terminations.
11. Pac-West may not extend dark fiber to Pac-West's leased physical
space or connecting DS1/DS3 Channel Terminations to USWC dark
fiber.
12. If, at any time, USWC determines that the equipment or the
installation does not meet requirements, Pac-West will be
responsible for the costs associated with the removal,
modification to, or installation of the equipment to bring it
into compliance. If Pac-West fails to correct any non-compliance
within fifteen (15) days of written notice of non-compliance,
USWC may have the equipment removed or the condition corrected at
Pac-West's expense.
13. If, during installation, USWC determines Pac-West activities or
equipment are unsafe, non-standard or in violation of any
applicable laws or regulations, USWC has the right to stop work
until the situation is remedied. If such conditions pose an
immediate threat to the safety of USWC employees, interfere with
the performance of USWC's service obligations, or pose an
immediate threat to the physical integrity of the conduit system
or the cable facilities, USWC may perform such work and/or take
action as is necessary to correct the condition at Pac-West's
expense.
14. For each Physical Collocation, the Parties agree to execute an
individual `Physical Collocation Agreement' in form attached
hereto as Appendix C.
Page 28
D. Collocation Rate Elements
1. Common Rate Elements
The following rate elements are common to both virtual and
physical collocation:
a. Quote Preparation Fee. This covers the work involved in
developing a quotation for Pac-West for the total costs
involved in its collocation request.
b. Entrance Facility. Provides for fiber optic cable on a per
fiber basis from the point of interconnection utilizing USWC
owned, conventional single mode type of fiber optic cable to
the collocated equipment (for virtual collocation) or to the
leased space (for physical collocation). Entrance facility
includes riser, fiber placement, entrance closure,
conduit/innerduct, and core drilling.
c. Cable Splicing. Represents the labor and equipment to
perform a subsequent splice to the Pac-West provided fiber
optic cable after the initial installation splice. Includes
a per-setup and a per-fiber-spliced rate elements.
d. -48 Volt Power. Provides -48 volt power to the Pac-West
collocated equipment. Charged on a per ampere basis.
e. 48 Volt Power Cable. Provides for the transmission of -48
Volt DC power to the collocated equipment. It includes
engineering, furnishing and installing the main distribution
bay power breaker, associated power cable, cable rack and
local power bay to the closest power distribution bay. It
also includes the power cable (feeders) A and B from the
local power distribution bay to the leased physical space
(for physical collocation) or to the collocated equipment
(for virtual collocation).
f. Inspector Labor. Provides for the USWC qualified personnel
necessary when Pac-West requires access to the point of
interconnection after the initial installation or access to
its physical collocation floor space, where an escort is
required A call-out of an inspector after business hours
is subject to a minimum charge of four hours. The minimum
call-out charge shall apply when no other employee is
present in the location, and an `off-shift' USWC employee
(or contract employee) is required to go `on-shift' on
behalf of Pac-West.
g. Expanded Interconnection Channel Termination (EICT).
Telecommunications interconnection between Pac-West's
collocated equipment and USWC's network is accomplished via
Page 29
an Expanded Interconnection Channel Termination (EICT).
This element can be at the DS0, DS1, DS3 or other level
depending on the USWC service it is connecting to.
Connection to any other network or telecommunications source
within the wire center is allowed only through USWC
services.
h. Expanded Interconnection Channel Regeneration. Required
when the distance from the leased physical space (for
physical collocation) or from the collocated equipment (for
virtual collocation) to the USWC network is of sufficient
length to require regeneration.
2. Physical Collocation Rate Elements
The following rate elements apply only to physical collocation
arrangements:
a. Floor Space Rental. Provides the monthly rent for the
leased physical space, property taxes and base operating
cost without -48 Volt DC power. Includes convenience 110
AC, 15 amp electrical outlets provided in accordance with
local codes and may not be used to power transmission
equipment or -48 Volt DC power generating equipment. Also
includes maintenance for the leased space; provides for the
preventative maintenance (climate controls, filters, fire
and life systems and alarms, mechanical systems, standard
HVAC); biweekly housekeeping services (sweeping, spot
cleaning, trash removal) of the USWC wire center areas
surrounding the leased physical space and general repair
and maintenance.
b. Enclosure Buildout. The Enclosure Buildout element, either
Cage or, at the Pac-West's option, Hardwall, includes the
material and labor to construct the enclosure specified by
Pac-West or Pac-West may choose from USWC approved
contractors to construct the cage, meeting USWC's
installation Technical Publication 77350. It includes the
enclosure (cage or hardwall), air conditioning (to support
Pac-West loads specified), lighting (not to exceed 2 xxxxx
per square foot), and convenience outlets (3 per cage or
number required by building code for the hardwall
enclosure). Also provides for humidification, if required.
c. Pricing for the above physical collocation rate elements
will be provided on an individual basis due to the
uniqueness of Pac-West's requirements, central office
structure and arrangements.
Page 30
3. Virtual Collocation Rate Elements
The following rate elements apply uniquely to virtual collocation:
a. Maintenance Labor -- Provides for the labor necessary for
repair of out of service and/or service-affecting conditions
and preventative maintenance of the Pac-West virtually
collocated equipment. Pac-West is responsible for ordering
maintenance spares. USWC will perform maintenance and/or
repair work upon receipt of the replacement maintenance
spare and/or equipment for Pac-West. A call-out of a
maintenance technician after business hours is subject to a
minimum charge as specified above.
b. Training Labor -- Provides for the billing of vendor-
provided training for USWC personnel on a metropolitan
service area basis, necessary for Pac-West virtually
collocated equipment which is different from USWC provided
equipment. USWC will require three USWC employees to be
trained per metropolitan service area in which the Pac-West
virtually collocated equipment is located. If, by an act of
USWC, trained employees are relocated, retired, or are no
longer available, USWC will not require Pac-West to provide
training for additional USWC employees for the same
virtually collocated equipment in the same metropolitan
area. The amount of training billed to Pac-West will be
reduced by half, should a second collocator in the same
metropolitan area select the same virtually collocated
equipment as Pac-West.
c. Equipment Bay -- Provides mounting space for the Pac-West
virtually collocated equipment. Each bay includes the 7
foot bay, its installation, all necessary environmental
supports. Mounting space on the bay, including space for
the fuse panel and air gaps necessary for heat dissipation
is limited to 78 inches. The monthly rate is applied per
shelf.
d. Engineering Labor -- Provides the planning and engineering
of the Pac-West virtually collocated equipment at the time
of installation, change or removal.
e. Installation Labor -- Provides for the installation, change
or removal of the Pac-West virtually collocated equipment.
E. Collocation Installation Intervals
The following intervals are common to both virtual and physical
collocation:
1. Acknowledgment of Floor Space Availability. Within fifteen days
of the receipt by USWC from Pac-West of a Request for Collocation
and an associated Quote Preparation Fee, USWC will notify Pac-
West whether
Page 31
the sufficient floor space is available to accommodate Pac-West's
request.
2. Quote Preparation. Within twenty-five business days of the
receipt by USWC from Pac-West of a Request for Collocation and an
associated Quote Preparation Fee, USWC provide Pac-West with a
written quotation containing all nonrecurring charges for the
requested collocation arrangement.
3. Quote Acceptance. Within thirty days of the receipt by Pac-West
of the USWC quotation, Pac-West will accept the USWC proposed
quotation. Acceptance shall require payment to USWC of fifty
percent of the non-recurring charges provided on the quotation.
4. Completion of Cage Construction (physical collocation only).
Within 90 days of the acceptance of the quotation by Pac-West,
the construction of the necessary cage/hardwall enclosure shall
be completed. At this time, the leased floor space will be
available to Pac-West for installation of its collocated
equipment.
5. Completion of Collocated Equipment Installation (virtual
collocation only) -- USWC shall complete the installation of Pac-
West's collocated equipment within 90 days of USWC's receipt of
Pac-West's collocated equipment. The installation of line cards
and other minor modifications shall be performed by USWC on
intervals equivalent to those that USWC applies to itself, but in
no instance shall any such interval exceed 90 days.
Page 32
VIII. INTERIM NUMBER PORTABILITY
A. General Terms
1. The Parties shall provide Number Portability on a reciprocal basis
to each other to the extent technically feasible, and in accordance
with rules and regulations as from time to time prescribed by the
FCC and/or the Commission.
2. Until Number Portability is implemented by the industry pursuant to
regulations issued by the FCC or the Commission, the Parties agree
to provide Interim Telecommunications Number Portability ("INP") to
each other through remote call forwarding, direct inward dialing
and NXX migration.
3. Once permanent number portability is implemented pursuant to FCC or
Commission regulation, either Party may withdraw, at any time and
at its sole discretion, its INP offerings, subject to advance
notice to the other Party and coordination to allow the seamless
and transparent conversion of INP customer numbers to permanent
number portability. Upon implementation of permanent number
portability pursuant to FCC regulations, both parties agree to
conform and provide such permanent number portability.
4. USWC will update its Line Information Database ("LIDB") listings
for retained numbers, and restrict or cancel calling cards
associated with these forwarded numbers as directed by Pac-West.
LIDB updates shall be completed by the Parties on the same business
day each INP arrangement is activated.
5. Upon request, USWC shall provide to Pac-West INP via Direct Inward
Dial Trunks pursuant to applicable tariffs.
6. Where either party has activated an entire NXX for a single
customer, or activated a substantial portion of an NXX for a single
customer with the remaining numbers in that NXX either reserved for
future use or otherwise unused, if such customer chooses to receive
service from the other Party, the first Party shall cooperate with
the second Party to have the entire NXX reassigned in the LERG (and
associated industry databases, routing tables, etc.) to an End
Office operated by the second Party. Such transfer will be
accomplished with appropriate coordination between the Parties and
subject to appropriate industry lead-times for movement of NXXs
from one switch to another. Other applications of NXX migration
will be discussed by the Parties as circumstances arise.
B. Description Of Service
1. Interim Number Portability Service ("INP") is a service arrangement
that can be provided by USWC to Pac-West or by Pac-West to USWC.
For the purposes of this section, the Party porting traffic to the
other Party shall be
Page 33
referred to as the "INP Provider" and the Party receiving INP
traffic for termination shall be referred to as the "INP
Requestor".
2. INP applies to those situations where an end-user customer elects
to transfer service from the INP Provider to the INP Requestor and
they also wish to retain their existing telephone number. INP
consists of INP Provider's provision to the INP Requestor the
capability to route calls placed to telephone numbers assigned to
the INP Provider's switches to the INP Requestor's switches. INP
is available only for working telephone numbers assigned to the INP
Provider's customers who request to transfer to the INP Requestor's
service
3. INP is available as INP-Remote Call Forwarding ("INP-RCF")
permitting a call to a INP Provider's assigned telephone number to
be translated to the INP Requestor's dialable local number. INP
Requestor may terminate the call as desired. Additional capacity
for simultaneous call forwarding is available where technically
feasible. The INP Requestor will need to specify the number of
simultaneous calls to be forwarded for each number ported.
4. INP is subject to the following restrictions:
i. An INP telephone number may be assigned by INP
Requestor only to the Requestor's customers located
within the INP Provider's local calling area and toll
rating area that is associated with the NXX of the
portable number.
ii. INP is applicable only if the INP Requestor is engaged
in a reciprocal traffic exchange arrangement with the
INP Provider.
iii. Only the existing, INP Provider assigned end-user
telephone number may be used as a ported number for
INP.
iv. INP will not be provided by the INP Provider for
customers whose accounts are in arrears and who elect
to make a change of service provider unless and until
the following conditions are met:
- Full payment for the account (including directory
advertising charges associated with the customer's
telephone number) is made by customer or INP
Requestor agrees to make full payment on behalf of
customer.
- INP Provider is notified in advance of the change
in service provider and a Change of Responsibility
form is issued.
- INP Provider accepts the transfer of
responsibility.
Page 34
v. INP services shall not be re-sold, shared or assigned
by either party to another LEC or CLEC.
vi. INP is not offered for NXX Codes 555, 976, 960 and coin
telephones, and Service Access Codes (i.e. 500, 700,
800/888, 900). INP is not available for FGA seven-
digit numbers, including foreign exchange (FEX), FX and
FX/ONAL and foreign Central Office Service.
Furthermore, INP numbers may not be used for mass
calling events.
vii. The ported telephone number will be returned to the
originating company (or to the common pool of telephone
numbers upon implementation of permanent number
portability) when the ported service is disconnected.
The company purchasing a ported number may not retain
it and reassign it to another customer. The normal
intercept announcement will be provided by the INP
Provider for the period of time until the telephone
number is reassigned by the Provider.
3. Ordering and Maintenance
a. The INP Requestor is responsible for all dealings with and
on behalf of its end users, including all end user account
activity, e.g. end user queries and complaints.
b. Each party is responsible for obtaining a Letter of
Authorization (LOA) from its end users who requests a
transfer of the end user's telephone number from the other
party.
c. The INP Provider will work cooperatively with the Requestor
to ensure a smooth customer transition and to avoid
unnecessary duplication of other facilities (e.g., unbundled
loops). The Parties will cooperate to develop intercompany
procedures to implement the requirements of this paragraph.
d. If an end user requests transfer of service from the INP
Requestor back to the INP Provider, the Provider may rely on
that end user request to institute cancellation of the INP
service. The INP Provider will provide at least 48 hours
notice to the INP Requestor of the cancellation of INP
service, and will work cooperatively with the Requestor to
ensure a smooth customer transition and to avoid unnecessary
duplication of other facilities (e.g., unbundled loops).
The Parties will cooperate to develop intercompany
procedures to implement the requirements of this paragraph.
Page 35
e. Certain features are not available on calls passed through
INP service.
f. The Requestor's designated INP switch must return answer and
disconnect supervision to the INP Provider's switch.
g. The Requestor will provide to the E911 database provider the
network telephone number that the Requestor assigned to the
Provider-assigned, ported telephone number. Updates to and
maintenance of the INP information to the E911 database are
the responsibility of the INP Requestor.
h. The INP Requestor will submit to the INP Provider a
disconnect order for each ported number that is relinquished
by the Requestor's end users.
4. Cost Recovery
The parties agree that, for the purposes of this agreement that
the following cost structure is an acceptable measure of the
costs incurred by the INP Provider.
a. Number Ported -- This cost is incurred per number ported,
per month. Should the INP Requestor provide the transport
from the Provider's end office to the Requestor's end office
switch, a lower cost is incurred. This cost represents a
single call path from the Provider's end office switch to
the Requestor for the portable number.
b. Additional Call Path -- This cost is incurred per
additional call path per month added to a particular ported
telephone number. Should the INP Requestor provide the
transport from the Provider's end office to the Requestor's
end office switch, a lower cost is incurred.
c. Service Establishment -- Per Switch. This non-recurring
cost is incurred for each INP Provider's end office switch
that is equipped to provide INP to the INP Requestor.
d. Service Establishment -- Per Number -- This non-recurring
cost is for each telephone number equipped with INP.
e. The parties agree that Appendix A reasonably identifies the
above costs.
f. Solely for the purposes of this arbitrated agreement between
USWC and Pac-West, these two parties agree to assign between
Page 36
themselves, on an interim basis, interim number portability
costs on the basis of active local numbers, recognizing that
such assignment necessarily excludes recovery from other
industry participants. Each party is free to advocate the
assignment of interim number portability costs to other
industry participants as part of the appropriate industry-
wide cost recovery method./4/
g. The parties shall, each quarter, exchange the confidential
data necessary to implement the above pro-rata assignment of
interim number portability costs.
h. The INP Provider will, when using RCF, send the original
("ported") number over the interconnection arrangements as
the calling party number using the signaling protocol
applicable to the arrangements. The INP Requestor will
capture and measure the number of minutes of INP incoming
traffic. USWC will provide (and update quarterly)
percentage distributions of all terminating traffic in the
LATA by jurisdictional nature of the traffic: a) local;
b)intrastate, intraLATA switched access; c) intrastate,
interLATA switched access; d) interstate, intraLATA switched
access; e) interstate, interLATA switched access.. Separate
residence and business percentage distributions will be
provided, to the extent possible. The Parties agree to work
cooperatively to develop and exchange the data required to
implement this paragraph. The appropriate percentage will
be applied to the number of minutes of INP traffic in each
category to determine the number of minutes eligible for
additional "pass through" switched access compensation.
Pass through switched access compensation will be paid at
the following rates:
For all intra-LATA toll and inter-LATA minutes delivered
over INP, USWC will pay, in lieu of reciprocal compensation,
all terminating switched access elements otherwise due the
terminating office provider, including:/5/
end office switching;
IC (interconnection charge);
CCLC; and
appropriate portion of tandem switched transport.
i. Rates are contained in Appendix A.
__________________________
/4/ Section f has been incorporated pursuant to OPUC Decision 96-324.
/5/ This provision is adopted pursuant to OPUC Decision 96-324.
Page 37
IX. DIALING PARITY
The Parties shall provide Dialing Parity to each other as required under Section
251(b)(3) of the Act. This Agreement does not impact either Party's ability to
default intraLATA toll via a specific dialing pattern until otherwise required
by the Act.
Page 38
X. ACCESS TO TELEPHONE NUMBERS
1. Number Resources Arrangements.
a. Nothing in this Agreement shall be construed in any manner
to limit or otherwise adversely impact either Party's right
to the request and assignment of any NANP number resources
including, but not limited to, central office (NXX) codes
pursuant to the Central Office Code Assignment Guidelines
(last published by the Industry Numbering Committee ("INC")
as INC 00-0000-000, Revision 4/19/96, formerly ICCF 93-0729-
010). NXXs, and the initial points of interface for
interconnection between the Parties' networks, will be
included in Addenda to this Agreement.
b. To the extent USWC serves as Central Office Code
Administrator for a given region, USWC will support all Pac-
West requests related to central office (NXX) code
administration and assignments in the manner required and
consistent with the Central Office Code Assignment
Guidelines.
c. The parties shall provide local dialing parity to each other
as required under Section 251(b)(3) of the Act.
d. The Parties will comply with code administration
requirements as prescribed by the Federal Communications
Commission, the Commission, and accepted industry
guidelines.
e. It shall be the responsibility of each Party to program and
update its own switches and network systems pursuant to the
Local Exchange Routing Guide (LERG) guidelines to recognize
and route traffic to the other Party's assigned NXX codes at
all times. Neither Party shall impose any fees or charges
whatsoever on the other Party for such activities. The
Parties will cooperate to establish procedures to ensure the
timely activation of NXX assignments in their respective
networks.
f. Each Party shall be responsible for notifying its customers
of any changes in numbering or dialing arrangements to
include changes such as the introduction of new NPAs or new
NXX codes.
g. Until an impartial entity is appointed to administer
telecommunications numbering and to make such numbers
available on an equitable basis, USWC will assign NXX codes
to Pac-West in accordance with national guidelines at no
charge.
Page 39
h. Each Party is responsible for administering NXX codes
assigned to it. Each Party is responsible for obtaining
Local Exchange Routing Guide ("LERG") listings of CLLI codes
assigned to its switches. Each party shall use the LERG
published by Bellcore or its successor for obtaining routing
information and shall provide all required information to
Bellcore for maintaining the LERG in a timely manner.
Page 40
XI. CALL COMPLETION FROM USWC OPERATORS
USWC Operators will provide operator call completion and call completion and
rating information and like assistance to any end user customer reaching USWC
Operators (including information for calls to Pac-West' NXXs) in the same manner
as they provide such services for end user customers served by USWC NXXs and for
calls involving only USWC NXXs.
Page 41
XII. BUSY LINE VERIFY/INTERRUPT
A) Busy Line Verification ("BLV") is performed when one Party's Customer
requests assistance from the operator bureau to determine if the called
line is in use, however, the operator bureau will not complete the call for
the Customer initiating the BLV inquiry. Only one BLV attempt will be made
per Customer operator bureau call, and a charge shall apply whether or not
the called party releases the line.
B) Busy Line Verification Interrupt ("BLVI") is performed when one Party's
operator bureau interrupts a telephone call in progress after BLV has
occurred. The operator bureau will interrupt the busy line and inform the
called party that there is a call waiting. The operator bureau will only
interrupt the call and will not complete the telephone call of the Customer
initiating the BLVI request. The operator bureau will make only one BLVI
attempt per Customer operator telephone call and the applicable charge
applies whether or not the called party releases the line.
C) The rate for Busy Line Verify shall be $.72 per call, and for Busy Line
Verify and Interrupt, $.87 per call.
D) Each Party's operator bureau shall accept BLV and BLVI inquiries from the
operator bureau of the other Party in order to allow transparent provision
of BLV/BLVI Traffic between the Parties' networks.
E) Each Party shall route BLV/BLVI Traffic inquiries over separate direct
trunks (and not the Local/IntraLATA Trunks) established between the
Parties' respective operator bureaus. Unless otherwise mutually agreed,
the Parties shall configure BLV/BLVI trunks over the Interconnection
architecture defined in Section VI, Interconnection, consistent with the
Joint Grooming Plan. Each Party shall compensate the other Party for
BLV/BLVI Traffic as set forth above.
Page 42
XIII. TOLL AND ASSISTANCE OPERATOR SERVICES
1. Description of Service.
Toll and Assistance refers to functions customers associate with
the "O" operator. Subject to availability and capacity, access
may be provided via operator services trunks purchased from USWC
or provided by Pac-West via collocation arrangements to route
calls to Pac-West's platform.
2. Functions include:
a. O-Coin, Automatic Coin Telephone Service (ACTS) - these
functions complete coin calls, collect coins and provide
coin rates.
b. Alternate Billing Services (ABS or O+ dialing): Xxxx to
third party, Collect and Mechanized Credit Card System
(MCCS).
c. O- or operator assistance which provides general assistance
such as dialing instruction and assistance, rate quotes,
emergency call completion and providing credit.
d. Automated Branding - ability to announce the carrier's name
to the customer during the introduction of the call.
e. Rating Services - operators have access to tables that are
populated with all toll rates used by the operator switch.
3. Pricing for Toll and Assistance Operator Services shall be
determined on a case-by-case basis, upon request.
4. Interconnection to the USWC Toll and Assistance Operator Services
from an end office to USWC T/A is technically feasible at three
distinct points on the trunk side of the switch. The first
connection point is an operator services trunk connected directly
to the T/A host switch. The second connection point is an
operator services trunk connected directly to a remote T/A
switch. The third connection point is an operator services trunk
connected to a remote access tandem with operator concentration
capabilities.
5. Trunk provisioning and facility ownership will follow the
guidelines recommended by the Trunking and Routing, IOF and
Switch sub-teams. All trunk interconnections will be digital.
6. Toll and Assistance interconnection will require an operator
services type trunk between the end office and the
interconnection point on the USWC switch.
7. Connecting a position to the host system requires two circuits
(one voice and one data) per position on a T1 facility.
Page 43
8. The technical requirements of operator services type trunks and
the circuits to connect the positions to the host are covered in
the OSSGR under Section 6 (Signaling) and Section 10 (System
Interfaces) in general requirements form.
Page 44
XIV. DIRECTORY ASSISTANCE
A) USWC agrees to (1) provide to Pac-West' operators on line access to USWC's
directory assistance database; (2) provide to Pac-West unbranded directory
assistance service (3) provide to Pac-West directory assistance service
under Pac-West brand (where technically feasible); (4) allow Pac-West or an
Pac-West designated operator bureau to license USWC's directory assistance
database for use in providing competitive directory assistance services;
and (5) in conjunction with (2) or (3) above, provide caller-optional
directory assistance call completion service which is comparable in every
way to the directory assistance call completion service USWC makes
available to its own users and to provide caller name and number.
B) The price for directory assistance, provided pursuant to this Agreement,
shall be 34 cents per call. As an alternative, the Parties may obtain
directory assistance service pursuant to effective tariffs.
C) The price for directory call completion services shall be 35 cents per
call, pending the completion of an approved TELRIC cost study. Additional
charges, for USWC intraLATA toll services, also apply for completed
intraLATA toll calls. Long distance service shall be available pursuant to
the wholesale discount provided in Section XXX, Resale, herein. Call
completion service is an optional service. Pac-West may, at its option,
request USWC to not provide call completion services to Pac-West customers.
A. Scope.
1. Listings Service ("Listings") consists of USWC placing the names,
addresses and telephone numbers of Pac-West's end users in USWC's
listing database, based on end user information provided to USWC
by Pac-West. USWC is authorized to use Listings in Directory
Assistance (DA) and as noted in paragraph 4, below.
2. Pac-West will provide in standard, mechanized format, and USWC
will accept at no charge, one primary listing for each main
telephone number belonging to Pac-West's end user customers.
Primary listings are as defined for USWC end users in USWC's
general exchange tariffs. Pac-West will be charged for premium
listings, e.g., additional, foreign, cross reference,
informational, etc., at USWC's general exchange listing tariff
rates. Pac-West utilizing Remote Call Forwarding for local
number portability can list only one number without charge -
either the end customer's original telephone number or the Pac-
West-assigned number. The standard discounted rate for an
additional listing applies to the other number.
3. USWC will furnish Pac-West the Listings format specifications.
Pac-West may supply a maximum of one batch file daily, containing
only Listings that completed on or prior to the transmission
date. USWC cannot
Page 45
accept Listings with advance completion dates. Large volume
activity (e.g., 100 or more listings) on a caption set is
considered a project that requires coordination between Pac-West
and USWC to determine time frames.
4. Pac-West grants USWC a non-exclusive license to incorporate
Listings information into its directory assistance database.
Pac-West hereby selects one of two options for USWC's use of
Listings and dissemination of Listings to third parties.
EITHER:
a. Treat the same as USWC's end user listings - No prior
authorization is needed for USWC to release Listings to
directory publishers or other third parties. USWC will
incorporate Listings information in all existing and future
directory assistance applications developed by USWC. Pac-
West authorizes USWC to sell and otherwise make Listings
available to directory publishers. USWC shall be entitled
to retain all revenue associated with any such sales.
Listings shall not be provided or sold in such a manner as
to segregate end users by carrier.
OR:
b. Restrict to USWC's directory assistance -- Prior
authorization required by Pac-West for all other uses. Pac-
West makes its own, separate agreements with USWC, third
parties and directory publishers for all uses of its
Listings beyond DA. USWC will sell Listings to directory
publishers (including USWC's publisher affiliate), other
third parties and USWC products only after the third party
presents proof of Pac-West's authorization. USWC shall be
entitled to retain all revenue associated with any such
sales. Listings shall not be provided or sold in such a
manner as to segregate end users by carrier.
5. To the extent that state tariffs limit USWC's liability with
regard to Listings, the applicable state tariff(s) is
incorporated herein and supersedes Section XXXIV(U), "Limitation
of Liability", of this Agreement with respect to Listings only.
B. USWC Responsibilities
1. USWC is responsible for maintaining Listings, including entering,
changing, correcting, rearranging and removing Listings in
accordance with Pac-West orders. USWC will take reasonable steps
in accordance with industry practices to accommodate non-
published and non-listed Listings provided that Pac-West has
supplied USWC the necessary privacy indicators on such Listings.
Page 46
2. USWC will include Pac-West Listings in USWC's Directory
Assistance service to ensure that callers to USWC's Directory
Assistance service have non-discriminatory access to Pac-West's
Listings.
3. USWC will incorporate Pac-West Listings provided to USWC in the
white pages directory published on USWC's behalf.
C. Pac-West Responsibilities
1. Pac-West agrees to provide to USWC its end user names, addresses
and telephone numbers in a standard mechanized format, as
specified by USWC.
2. Pac-West will supply its ACNA/CIC or CLCC/OCN, as appropriate,
with each order to provide USWC the means of identifying Listings
ownership.
3. Pac-West represents and warrants the end user information
provided to USWC is accurate and correct. Pac-West further
represents and warrants that it has reviewed all Listings
provided to USWC, including end user requested restrictions on
use such as non-published and non-listed. Pac-West shall be
solely responsible for knowing and adhering to state laws or
rulings regarding Listings (e.g., no solicitation requirements in
the states of Arizona and Oregon, privacy requirements in
Colorado), and for supplying USWC with the applicable Listing
information.
4. Pac-West is responsible for all dealings with, and on behalf of,
Pac-West's end users, including:
a. All end user account activity, e.g. end user queries and
complaints.
b. All account maintenance activity, e.g., additions, changes,
issuance of orders for Listings to USWC.
c. Determining privacy requirements and accurately coding the
privacy indicators for Pac-West's end user information. If
end user information provided by Pac-West to USWC does not
contain a privacy indicator, no privacy restrictions will
apply.
d. Any additional services requested by Pac-West's end users.
D. The terms contained in this Section refer specifically to the
provision of Listings from Pac-West to USWC. The Parties acknowledge
that the Telecommunications Act of 1996 imposes reciprocal obligations
on incumbent and new entrant Local Exchange providers with respect to
directory assistance listings and white pages listings. As a result,
the Parties agree that the terms in this Section are reciprocal and
also include the provision of Listings from USWC to Pac-West, in the
event that Pac-West provides its own directory assistance service or
publishes its own white pages directory.
Page 47
XVI. U S WEST DIRECT ISSUES
USWC and Pac-West agree that certain issues, such as yellow page
advertising, directory distribution, access to call guide pages, yellow page
listings, will be the subject of negotiations between Pac-West and directory
publishers, including U S WEST Direct. USWC acknowledges that Pac-West may
request USWC to facilitate discussions between Pac-West and U S WEST Direct.
Page 48
XVII. ACCESS TO POLES, DUCTS, CONDUITS, AND RIGHTS OF WAY
Each Party shall provide the other Party access to its poles, ducts, rights-of-
way and conduits it controls on terms, conditions and prices comparable to those
offered to any other entity pursuant to each party's applicable tariffs and/or
standard agreements.
Page 49
XVIII. ACCESS TO DATABASES
In accordance with Section 271 of the Act, USWC shall provide Pac-West with
interfaces to access USWC's databases and associated signaling necessary for the
routing and completion of Pac-West' traffic. Except where otherwise specified,
access to such databases, and the appropriate interfaces, shall be made
available to Pac-West via a Network Interconnection and Unbundled Element
Request.
Page 50
XIX. NOTICE OF CHANGES
If a Party makes a change in its network which it believes will materially
affect the inter-operability of its network with the other Party, the Party
making the change shall provide advance notice of such change to the other Party
in accordance with the applicable FCC regulations.
Page 51
XX. 911/E-911 SERVICE
1. Scope.
a. Pac-West exchanges to be included in USWC's E-911 Data Base
will be indicated via written notice and will not require an
amendment to this Agreement.
b. In counties where USWC has obligations under existing
agreements as the primary provider of the 911 System to the
county, Pac-West will participate in the provision of the
911 System as described in this Agreement.
i. Each party will be responsible for those portions of
the 911 System for which it has total control,
including any necessary maintenance to each Party's
portion of the 911 System.
ii. USWC will be responsible for maintaining the E-911 Data
Base. USWC will provide a copy of the Master Street
Address Guide ("MSAG"), and periodic updates, to Pac-
West.
iii. Pac-West assumes all responsibility for the accuracy
of the data that Pac-West provides to USWC for MSAG
preparation and E-911 Data Base operation.
iv. Pac-West will provide end user data to the USWC ALI
data base utilizing NENA-02-001 Recommended Formats For
Data Xxxxxxxx, XXXX-00-000 Recommended Standard For
Street Thoroughfare Abbreviations and NENA-02-003
Recommended Protocols For Data Exchange. USWC will
furnish Pac-West any variations to NENA recommendations
required for ALI data base input.
v. Pac-West will provide end user data to the USWC ALI
data base that are Master Street Address Guide (MSAG)
valid and meet all components of the NENA-02-004
Recommended Measurements For Data Quality.
vi. Pac-West will update its end user records provided to
the USWC ALI data base to agree with the 911 MSAG
standards for its service areas.
vii. USWC will provide Pac-West with the identification of
the USWC 911 controlling office that serves each
geographic area served by Pac-West.
Page 52
viii. The Parties will cooperate in the routing of 911
traffic in those instances where the ALI/ANI
information is not available on a particular 911 call.
ix. USWC will provide Pac-West with the ten-digit
telephone numbers of each PSAP agency, for which USWC
provides the 911 function, to be used by Pac-West
operators for handling emergency calls in those
instances where the Pac-West customer dials "O"
instead of "911".
c. If a third party; i.e., LEC, is the primary service provider
to a county, Pac-West will negotiate separately with such
third party with regard to the provision of 911 service to
the county. All relations between such third party and Pac-
West are totally separate from this Agreement and USWC makes
no representations on behalf of the third party.
d. If Pac-West is the primary service provider to the county,
Pac-West and USWC will negotiate the specific provisions
necessary for providing 911 service to the county and will
include such provisions in an amendment to this Agreement.
e. Pac-West will separately negotiate with each county
regarding the collection and reimbursement to the county of
applicable customer taxes for 911 service.
f. Pac-West is responsible for network management of its
network components in compliance with the Network
Reliability Council Recommendations and meeting the network
standard of USWC for the 911 call delivery.
g. The parties shall provide a single point of contact to
coordinate all activities under this Agreement.
h. Neither Party will reimburse the other for any expenses
incurred in the provision of E-911 services.
2. Performance Criteria. E-911 Data Base accuracy shall be as set
forth below:
a. Accuracy of ALI (Automatic Location Identification) data
will be measured jointly by the PSAPs (Public Safety
Answering Points) and USWC in a format supplied by USWC.
The reports shall be forwarded to Pac-West by USWC when
relevant and will indicate incidents when incorrect or no
ALI data is displayed.
b. Each discrepancy report will be jointly researched by USWC
and Pac-West. Corrective action will be taken immediately
by the responsible party.
Page 53
c. Each party will be responsible for the accuracy of its
customer records. Each party specifically agrees to
indemnify and hold harmless the other party from any claims,
damages, or suits related to the accuracy of customer data
provided for inclusion in the E-911 Data Base.
d. The additional parameters by which the Parties will utilize
the 911 or E-911 database will be the subject of further
discussion between the parties.
Page 54
XXI. REFERRAL ANNOUNCEMENT
When an end user customer changes from USWC to Pac-West, or from Pac-West
to USWC, and does not retain their original telephone number, the Party
formerly providing service to the end user will provide a transfer of
service announcement on the abandoned telephone number. Each Party will
provide this referral service consistent with its tariff. This
announcement will provide details on the new number that must be dialed to
reach this customer.
Page 55
XXII. COORDINATED REPAIR CALLS
1. Pac-West and USWC will employ the following procedures for
handling misdirected repair calls;
a. Pac-West and USWC will provide their respective customers
with the correct telephone numbers to call for access to
their respective repair bureaus.
b. Customers of Pac-West shall be instructed to report all
cases of trouble to Pac-West. Customers of USWC shall be
instructed to report all cases of trouble to USWC.
c. To the extent the correct provider can be determined,
misdirected repair calls will be referred to the proper
provider of Basic Exchange Telecommunications Service.
d. Pac-West and USWC will provide their respective repair
contact numbers to one another on a reciprocal basis.
e. 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 to market services. Either Party may
respond with accurate information in answering customer
questions.
Page 56
XXIII. NETWORK INTERCONNECTION AND UNBUNDLED ELEMENT REQUEST
A. Any request for interconnection or access to an unbundled Network Element
that is not already available as described herein shall be treated as a
Network Interconnection and Unbundled Element Request (NIUER). USWC shall
use the NIUER Process to determine technical feasibility of the requested
interconnection or Network Elements and, for those items found to be
feasible, to provide the terms and timetable for providing the requested
items.
B. A NIUER shall be submitted in writing and shall, at a minimum, include: (a)
a technical description of each requested Network Element or
interconnection; (b) the desired interface specification; (c) each
requested type of interconnection or access; (d) a statement that the
interconnection or Network Element will be used to provide a
telecommunications service; and (e) the quantity requested.
C. Within 15 business days of its receipt, USWC shall acknowledge receipt of
the NIUER and in such acknowledgment advise Pac-West of any missing
information, if any, necessary to process the NIUER. Thereafter, USWC
shall promptly advise Pac-West of the need for any additional information
that will facilitate the analysis of the NIUER.
D. Within 30 calendar days of its receipt of the NIUER and all information
necessary to process it, USWC shall provide to Pac-West a preliminary
analysis of the NIUER. The preliminary analysis shall specify: (a) USWC's
conclusions as to whether or not the requested interconnection or access to
an unbundled Network Element is technically feasible; and (b) any
objections to qualification of the requested Network Element or
interconnection under the Act.
1. If USWC determines during the 30 day period that a NIUER is not
technically feasible or that the NIUER otherwise does not qualify
as a Network Element of interconnection that is required to be
provided under the Act, USWC shall advise Pac-West as soon as
reasonably possible of that fact, and USWC shall promptly, but in
no case later than ten days after making such a determination,
provide a written report setting forth the basis for its
conclusion.
2. If USWC determines during the thirty day period that the NIUER is
technically feasible and otherwise qualifies under the Act, it
shall notify Pac-West in writing of such determination within ten
days.
3. As soon as feasible, but in any case within 90 days after USWC
notifies Pac-West that the NIUER is technically feasible, USWC
shall provide to Pac-West a NIUER quote which will include, at a
minimum, a description of each interconnection and Network
Element, the quantity to be provided, any interface
specifications, and the applicable rates (recurring and
nonrecurring) including the separately stated amortized
development costs of the interconnection or the network elements
and any minimum volume and term commitments required to achieve
amortization of development costs. An initial payment for
development cost is
Page 57
appropriate only where Pac-West is the only conceivable customer
or where requested quantity is insufficient to provide
amortization.
E. If USWC has indicated minimum volume and term commitments, then within 30
days of its receipt of the NIUER quote, Pac-West must either agree to
purchase under those commitments, cancel its NIUER, or seek mediation or
arbitration.
F. If Pac-West has agreed to minimum volume and term commitments under the
preceding paragraph, Pac-West may cancel the NIUER or volume and term
commitment at any time, but in the event of such cancellation Pac-West will
pay USWC's reasonable development costs incurred in providing the
interconnection or network element, to the extent that those development
costs are not otherwise amortized.
G. If either Party believes that the other Party is not requesting,
negotiating or processing any NIUER in good faith, or disputes a
determination, or quoted price or cost, it may seek arbitration or
mediation under (S)252 of the Act. Pac-West is not required to use this
section as the exclusive method of seeking access to interconnection or
Network Elements.
Page 58
XXIV. AUDIT PROCESS
"Audit" shall mean the comprehensive review of:
A. data used in the billing process for services performed and
facilities provided under this Agreement; and
B. data relevant to provisioning and maintenance for services
performed or facilities provided by either of the Parties for
itself or others that are similar to the services performed or
facilities provided under this Agreement for interconnection or
access to unbundled elements.
The data referred to in subsection (B), above, shall be relevant to any
performance standards that are adopted in connection with this Agreement,
through negotiation, arbitration or otherwise.
This Audit shall take place under the following conditions:
A. Either Party may request to perform an Audit.
B. The Audit shall occur upon 30 business days written notice by the
requesting Party to the non-requesting Party.
C. The Audit shall occur during normal business hours.
D. There shall be no more than one Audit requested by each Party under
this Agreement in any 12-month period.
E. The requesting Party may review the non-requesting Party's records,
books and documents, as may reasonably contain information relevant to
the operation of this Agreement.
F. The location of the Audit shall be the location where the requested
records, books and documents are retained in the normal course of
business.
G. All transactions under this Agreement which are over 24 months old
will be considered accepted and no longer subject to Audit.
H. Each Party shall bear its own expenses occasioned by the Audit,
provided that the expense of any special data collection shall be born
by the requesting Party.
I. The Party requesting the Audit may request that an Audit be conducted
by a mutually agreed-to independent auditor. Under this circumstance,
the costs of the independent auditor shall be paid for by the Party
requesting the Audit.
J. In the event that the non-requesting Party requests that the Audit be
performed by an independent auditor, the Parties shall mutually agree
to the selection of the independent auditor. Under this circumstance,
the costs of the independent auditor shall be shared equally by the
Parties.
Page 59
K. The Parties agree that if an Audit discloses error(s), the Party
responsible for the error(s) shall, in a timely manner, undertake
corrective action for such error(s).
All information received or reviewed by the requesting Party or the
independent auditor in connection with the Audit is to be considered
Proprietary Information as defined by this Agreement. The non-requesting
Party reserves the right to require any non-employee who is involved
directly or indirectly in any Audit or the resolution of its findings as
described above to execute a nondisclosure agreement satisfactory to the
non-requesting Party. To the extent an Audit involves access to
information of other competitors, Pac-West and USWC will aggregate such
competitors' data before release to the other Party, to insure the
protection of the proprietary nature of information of other competitors.
To the extent a competitor is an affiliate of the party being audited
(including itself and its subsidiaries), the Parties shall be allowed to
examine such affiliates' disaggregated data, as required by reasonable
needs of the audit.
Page 60
XXV. AUDIOTEXT AND MASS ANNOUNCEMENT SERVICES
The Parties agree that access to the audiotext, mass announcement and
information services of each Party should be made available to the other
Party upon execution of an agreement defining terms for billing and
compensation of such calls. Services included in this category include 976
calls, whether flat rated or usage sensitive, intra-LATA 900 services and
other intra-LATA 976-like services. Such calls will be routed over the
Local Interconnection Trunks.
Pac-West and USWC will work together in good faith to negotiate and
execute the agreement for billing and compensation for these services
within 90 days of the execution of this Agreement. The Parties agree that
their separate agreement on audiotext and mass announcement services will
include details concerning the creation, exchange and rating of records,
all of which will occur without any explicit charge between the Parties, as
well as a process for the handling of uncollectables so that the
originating Party does not have any responsibility for uncollectables.
Until such time that such an agreement is executed, Pac-West may choose
to block such calls, or Pac-West will agree to back-xxxx and compensate
retroactively for such calls once the subsequent agreement is executed
retroactive to the effective date of this Agreement.
A. Usage Sensitive Compensation.
----------------------------
All audiotext and mass announcement calls shall be considered
toll calls for purposes of reciprocal compensation between the
Parties. Compensation will be paid based on the compensation for
toll calls referenced in this Agreement with respect to
reciprocal compensation between the Parties, except that such
compensation shall be paid by the Party terminating the call,
rather than the Party originating the call.
B. Billing and Collection Compensation.
------------------------------------
Billing and collection compensation will be dealt with in the
agreement referenced in this section.
Page 61
XXVI. LOCAL INTERCONNECTION DATA EXCHANGE FOR BILLING
There are certain types of calls or types of interconnection that require
exchange of billing records between the Parties, including, for example,
alternate billed and Toll Free Service calls. The Parties agree that all call
types must be routed between the networks, accounted for, and settled among the
parties. Certain calls will be handled via the Parties' respective operator
service platforms. The Parties agree to utilize, where possible and
appropriate, existing accounting and settlement systems to xxxx, exchange
records and settle revenue.
A. The exchange of billing records for alternate billed calls (e.g.,
----
calling card, xxxx-to-third number, and collect) will be distributed
through the existing CMDS processes, unless otherwise separately
agreed to by the Parties.
B. Inter-Company Settlements ("ICS") revenues will be settled through the
Calling Card and Third Number Settlement System ("CATS"). Each Party
will provide for its own arrangements for participation in the CATS
processes, through direct participation or a hosting arrangement with
a direct participant.
C. Non-ICS revenue is defined as collect calls, calling card calls, and
billed to third number calls which originate on one service provider's
network and terminate on another service provider's network in the
same Local Access Transport Area ("LATA"). The Parties agree to
negotiate and execute an Agreement within 30 days of the execution of
this Agreement for settlement of non-ICS revenue. This separate
arrangement is necessary since existing CATS processes do not permit
the use of CATS for non-ICS revenue. The Parties agree that the CMDS
system can be used to transport the call records for this traffic.
D. Both Parties will provide the appropriate call records to the
intraLATA Toll Free Service Provider, thus permitting the Service
Provider to xxxx its subscribers for the inbound Toll Free Service.
No adjustments to bills via tapes, disks or NDM will be made without
the mutual agreement of the Parties.
Page 62
XXVII. SIGNALING ACCESS TO CALL-RELATED DATABASES
1. When Pac-West is purchasing local switching from USWC, USWC will
provide access via the STP to call related databases used in AIN
services. The Parties agree to work in the industry to define
the mediated access mechanisms for SCP access. Access to the
USWC SMS will be provided to CLEC to create, modify, or update
information in the call related databases, equivalent to the USWC
access.
2. USWC will offer unbundled signaling via LIS-Common Channel
Signaling Capability (CCSAC). CCSAC service utilizes the SS7
network and provides access to call-related databases that reside
at USWC's SCPs, such as the Line Information Database (LIDB) and
the 800 Database. The access to USWC's SCPs will be mediated via
the STP Port in order to assure network reliability.
3. CCSAC includes:
a. Entrance Facility - This element connects Pac-West's
signaling point of interface with the USWC serving wire
center (SWC). Pac-West may purchase this element or it may
self-provision the entrance facility. If the entrance
facility is self-provisioned, Pac-West would need to
purchase collocation and an expanded interconnection channel
termination.
b. Direct Link Transport (DLT) - This element connects the SWC
to the USWC STP. Pac-West may purchase this element or
self-provision transport directly to the STP. If Pac-West
provides the link to the STP, it must purchase collocation
and an expanded interconnection channel termination at the
STP location.
c. STP Port - This element provides the switching function at
the STP. One STP Port is required for each DLT Link. The
Port provides access to the Service Control Point (SCP).
4. Access to Advanced Intelligent Network (AIN) functions is
available only through the STP.
5. USWC will provide access to Service Management Systems (SMS)
through its Service Creation Environment (SCE) on an equivalent
basis as USWC provides to itself. SMS allows Pac-West to create
modify, or update information in call related databases.
Currently, the SCE process is predominantly manual.
6. The pricing for CCSAC service is provided in Appendix A.
Page 63
XXVIII. INTERCONNECTION TO LINE INFORMATION DATA BASE (LIDB)
1. Description of Line Information Data Base (LIDB).
Line Information Data Base (LIDB) stores various line numbers and
Special Billing Number (SBN) data used by operator services
systems to process and xxxx calls. The operator services system
accesses LIDB data to provide origination line (calling number),
billing number and termination line (called number) management
functions. LIDB is used for calling card validation, fraud
verification, preferred IC association with the calling card,
billing or service restrictions and the sub-account information
to be included on the call's billing record.
2. Interfaces.
Bellcore's GR-446-CORE defines the interface between the
administration system and LIDB including specific message
formats. (Bellcore's TR-NWP-000029, Section 10)
3. LIDB Access.
a. All LIDB queries and responses from operator services
systems and end offices are transmitted over a CCS network
using a Signaling System 7 (SS7) protocol (TR-NWT-000246,
Xxxx Communications Research Specification of Signaling
System 7).
b. All LIDB queries and responses from the Public Packet
Switched Network (PPSN) nodes are transmitted over one or
more PPSN as TR-TSY000301 describes. The application data
needed for processing LIDB data are formatted as TCAP
messages. TCAP messages may be carried as an application
level protocol network using SS7 protocols for basic message
transport.
c. The SCP node provides all protocol and interface support.
CLEC SS7 connections will be required to meet Bellcore's
GR905. TR954 and USWC's Technical Publication 77342
specifications.
d. Non-USWC companies will submit LIDB updates through the
exchange carrier service center and the LSS service bureau.
These two centers enter information into USWC's service
order process interface system, SOPI.
e. It is currently USWC's policy to allow LIDB access to non-
USWC companies through regional STPs.
4. Pricing for LIDB access shall be determined on a case-by-case
basis.
Page 64
XXIX. CONSTRUCTION CHARGES
The following terms relating to construction charges are taken from OPUC
Decision 96-324, Appendix A (Arbitrator's Decision):
Construction costs are included in the recurring price for the
particular service. Allowing USWC to recover construction costs in
the price and also impose an additional construction charge would
allow the company to recover the same costs twice. Furthermore,
including these costs in the price fairly allocates the cost of
constructing new facilities to all the competitors. USWC can address
the abandonment problem by negotiating term commitments before
constructing outside plant for Pac-West. When dealing with
interconnectors that impose a significant risk of nonpayment, USWC can
require reasonable security that will assure recovery of costs. See
Order No. 96-128.
The following terms relating to construction charges were directed to be
added to the above by Section 3 of OPUC Decision 96-324:
Requiring the customer to pay for construction as an up-front charge
has two problems. First, it would require the competitor to pay for
the service twice: once in the advance charge and again in the
recurring charge. In addition, charging the first competitor for the
construction imposes all the costs on that entity. Subsequent
competitors would be able to request service using the facilities paid
for by the first competitor. USWC has not proposed any mechanism that
avoids these concerns.
It is clear that USWC is entitled to recover its costs of
construction. In situations where recovery through recurring charges
is uncertain, USWC may take reasonable steps to insure cost recovery.
For example, in situations involving temporary facilities or
facilities to be constructed in advance of use, USWC may take
reasonable steps to insure cost recovery. Those steps include, but
are not limited to: term contracts, bonds or other security, or
advance payment of construction charges.
Our decision on this issue is consistent with the FCC Rules and Order
relating to General Rate Structure, which set out principles for
analyzing rate structure questions and developing methods of recovery
of costs. (See (S) 51.507, (P)(P) 743-754).
The following terms relating to construction charges were issued as a
supplement to the above language by OPUC Decision 97-126 (Order on
Reconsideration):
As a general matter, the costs of providing a network element or
service are included in the TELRIC-based price of that element or
service. However, where an ILEC incurs additional costs to build or
modify facilities for the benefit of a requesting carrier, and those
costs are not included in existing rates, the ILEC is entitled to
recover such additional costs. The ILEC has the burden of showing
that any claimed additional costs are not already recovered through
its existing rates.
Page 65
If an ILEC demonstrates that it is entitled to recover additional
costs to provide facilities on behalf of a requesting carrier, it may
propose to recover those costs through nonrecurring charges. However,
because large up-front charges tend to discourage competition, the
Commission will attempt to spread cost recovery over a reasonable
period of time and allocate such costs among all requesting carriers.
This approach is consistent with that approved by the FCC in 47 C.F.R.
(S)51.507(e). See also Order No. 96-283 at 13-14 and Order No. 96-
325, Appendix A at 11; FCC Order at (P)(P) 682, 743-752.
Page 66
XXX. RESALE
A. Description
1. USWC Basic Exchange Telecommunications Service (as defined in
Section III) will be available for resale from USWC pursuant to
the Act and will reference terms and conditions (except prices)
in USWC tariffs, where applicable. Appendix A lists services
which are available for resale under this Agreement, and is
attached and incorporated herein by this reference.
2. Certain USWC services are not available for resale under this
Agreement. USWC's Telecommunication Services which are not
available for resale are identified in Appendix A.
3. Certain USWC services shall be available for resale at prices
absent a wholesale discount. Such services include residence
exchange service, private line, special access and switched
access services, and packages of services comprised of services
available for resale separately. These services are listed in
Appendix A.
4. Pac-West may contest the legality of any resale restrictions in a
USWC retail tariff through a complaint filed with the State
Commission.
B. Scope
1. Basic Exchange Telecommunications Service may be resold only to
the same class of customer to which USWC sells local Basic
Exchange Telecommunications Service. For example:
a) Residence service may not be resold to business customers;
b) Basic Exchange Telecommunications Service may not be resold
as a substitute for switched access service.
2. USWC shall xxxx Pac-West and Pac-West is responsible for all
applicable charges for the resold services. Pac-West shall be
responsible for all charges associated with services that Pac-
West resells to an end user.
C. Ordering and Maintenance.
1. Pac-West, or Pac-West's agent, shall act as the single point of
contact for its end users' service needs, including without
limitation, sales, service design, order taking, provisioning,
change orders, training, maintenance, trouble reports, repair,
post-sale servicing, billing, collection and inquiry. Pac-West
shall make it clear to its end users that they are customers of
the Pac-West for resold services. Pac-West's end users
contacting USWC will be instructed to contact Pac-West; however,
nothing in this
Page 67
Agreement shall be deemed to prohibit USWC from discussing its
products and services with Pac-West's customers who call USWC for
any reason.
2. Pac-West shall transmit to USWC all information necessary for the
installation (billing, listing and other information), repair,
maintenance and post-installation servicing according to USWC's
standard procedures, as described in the USWC resale operations
guide that will be provided to Pac-West. When USWC's end user or
the end user's new service provider discontinues the end user's
service in anticipation of moving to another service provider,
USWC will render its closing xxxx to end user customer effective
with the disconnection. Should Pac-West's end user customer, a
new service provider or Pac-West request service be discontinued
to the end user, USWC will issue a xxxx to Pac-West for that
portion of the service provided to Pac-West. USWC will notify
Pac-West by FAX, EDI, or other processes when end user moves to
another service provider. Pac-West shall issue disconnect orders
to USWC, which shall be coordinated with new connect orders
issued by the new service provider
3. Resold services shall be installed and repaired in a manner
consistent with USWC's effective tariffs with the same quality
and timeliness that USWC provides to its own end users.
4. Pac-West shall provide USWC and USWC shall provide Pac-West with
points of contact for order entry, problem resolution and repair
of the resold services.
5. Prior to placing orders on behalf of the USWC customer, Pac-West
shall be responsible for obtaining and have in its possession a
Letter of Authorization or Agency (LOA) from the end user. Pac-
West shall make LOAs available to USWC upon request.
Prior to placing orders that will disconnect a line from another
reseller's account Pac-West is responsible for obtaining all
information needed to process the disconnect order and re-
establish the service on behalf of the end user. If Pac-West is
displaced by another reseller or service provider, Pac-West is
responsible for coordination with the other reseller or service
provider. Should an end user dispute or a discrepancy arise
regarding the authority of Pac-West to act on behalf of the end
user, Pac-West is responsible for providing written evidence of
its authority to USWC within three (3) business days. If there
is a conflict between the end user designation and Pac-West's
written evidence or its authority, USWC shall honor the
designation of the end user and change the end user back to the
previous service provider. If Pac-West does not provide the LOA
within three (3) business days, or if the end user disputes the
authority of the LOA, then Pac-West must, by the end of the third
business day:
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a) notify USWC to change the end user back to the previous
reseller or service provider, and
b) provide any end user information and billing records
Pac-West has obtained relating to the end user to the
previous reseller, and
c) notify the end user and USWC that the change has been
made, and
d) remit to USWC a slamming charge as provided in Appendix
A as compensation for the change back to the previous
reseller or service provider.
6. Pac-West shall designate the Primary Interexchange Carrier (PIC)
assignments on behalf of its end users for interLATA services and
intraLATA services when intraLATA presubscription is implemented.
D. Pac-West Responsibilities
1. Pac-West must send USWC complete and accurate end-user listing
information for Directory Assistance, Directory, and 911
Emergency Services using the established processes of USWC. Pac-
West must provide to USWC accurate end-user information to ensure
appropriate listings in any databases in which USWC is required
to retain and/or maintain end-user information. USWC assumes no
liability for the accuracy of information provided by Pac-West.
2. Pac-West may not reserve blocks of USWC telephone numbers, except
as allowed by tariffs.
3. Pac-West is liable for all fraud associated with service to its
end-users and accounts. USWC takes no responsibility, and will
make no adjustments to Pac-West's account in cases of fraud. The
Parties will cooperate in the prevention and investigation of
fraudulent use of resold services.
4. This agreement does not address the resale of USWC provided
calling cards.
4. Pac-West will provide a three year forecast within ninety (90)
days of signing this Agreement. The forecast shall be updated
and provided to USWC on a quarterly basis in as specified in
Appendix B. The initial forecast will provide:
. The date service will be offered (by city and/or state)
. The type and quantity of service(s) which will be offered
. Pac-West's anticipated order volume
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. Pac-West's key contact personnel
5. In the event USWC terminates the provisioning of any resold
services to Pac-West for any reason, Pac-West shall be
responsible for providing any and all necessary notice to its end
users of the termination. In no case shall USWC be responsible
for providing such notice.
E. Rates and Charges
1. Resold services as listed in Appendix A are available for resale
at the applicable resale tariff rates or at the rates or at the
wholesale discount levels set forth in Appendix A.
2. If the resold services are purchased pursuant to Tariffs and the
Tariff rates change, charges billed to Pac-West for such services
will be based upon the new Tariff rates less the applicable
wholesale discount as agreed to herein. The new rate will be
effective upon the Tariff effective date.
3. A Customer Transfer Charge (CTC) as specified in Appendix A
applies when transferring any existing account or lines to Pac-
West.
4. A Subscriber Line Charge (SLC) will continue to be paid by Pac-
West without discount for each local exchange line resold under
this Agreement. All federal and state rules and regulations
associated with SLC as found in the applicable tariffs also
apply.
5. Pac-West will pay to USWC the PIC change charge without discount
associated with Pac-West end user changes of inter-exchange or
intraLATA carriers.
6. Pac-West agrees to pay USWC when its end user activates any
services or features that are billed on a per use or per
activation basis (e.g., continuous redial, last call return, call
back calling, call trace, etc.). USWC shall provide Pac-West
with detailed billing information (per applicable OBF standards,
if any) as necessary to permit Pac-West to xxxx its end users
such charges.
7. To the extent such charges apply to USWC's retail customers,
special construction charges, line extension charges, and land
development agreements may apply to Pac-West, as detailed in
individual state tariffs regarding end user obligations for
construction charges. Specifically, special construction charges
will be applicable where, at the request of Pac-West on behalf of
its customers, USWC constructs a greater quantity of facilities
than that which USWC would otherwise construct or normally
utilize.
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8. Nonrecurring charges will be billed at the applicable Tariff
rates, less the appropriate wholesale discount.
9. As part of the resold line, USWC provides operator services,
directory assistance, and IntraLATA long distance with standard
USWC branding. At the request of Pac-West and where technically
feasible USWC will rebrand operator services and directory
assistance in Pac-West's name, provided the costs associated with
such rebranding are paid by Pac-West. Pac-West will have the
option of obtaining such services on an unbranded basis, at no
additional cost for "unbranding" the service.
10. USWC will address all Pac-West requests for ancillary resale
systems, programs, and initiatives on an individual case basis.
F. Directory Listings
As part of each resold line, USWC will accept at no charge one primary
listing for each main telephone number belonging to Pac-West's end
user customer based on end user information provided to USWC by Pac-
West. USWC will place Pac-West's listings in USWC's directory listing
database for directory assistance purposes and will make listings
available to directory publishers and to other third parties.
Additional terms and conditions with respect to directory listings are
described in Section XV, Directory Listings, herein..
G. Deposit
1. USWC may require Pac-West to make a suitable deposit to be held
by USWC as a guarantee of the payment of charges. Any deposit
required of an existing reseller is due and payable within ten
days after the requirement is imposed. The amount of the deposit
shall be the estimated charges for the resold service which will
accrue for a two-month period. Interest on the deposit shall be
accumulated by USWC at a rate equal to the federal discount rate,
as published in the Wall Street Journal from time to time.
2. When the service is terminated, or when Pac-West has established
satisfactory credit, the amount of the initial or additional
deposit, with any interest due, will, at Pac-West's option,
either be credited to Pac-West's account or refunded.
Satisfactory credit for a reseller is defined as twelve
consecutive months service as a reseller without a termination
for nonpayment and with no more than one notification of intent
to terminate Service for nonpayment.
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H. Payment
1. Amounts payable under this Agreement are due and payable within
thirty (30) days after the date of USWC's invoice.
2. A late payment charge of 1.5% applies to all billed balances
which are not paid by the billing date shown on the next xxxx.
To the extent Pac-West pays the billed balance on time, but the
amount of the billed balance is disputed by Pac-West, and, it is
later determined that a refund is due Pac-West, interest shall be
payable on the refunded amount in the amount of 1.5% per month.
3. USWC may discontinue processing orders for the failure by Pac-
West to make full payment for the resold services provided under
this Agreement within thirty (30) days of Pac-West's receipt of
xxxx.
4. USWC may disconnect for the failure by Pac-West to make full
payment for the resold services provided under this Agreement
within sixty (60) days of Pac-West's receipt of xxxx.
5. Collection procedures and the requirements for deposit are
unaffected by the application of a late payment charge.
6. In the event USWC terminates the provisioning of any resold
services to Pac-West for any reason, Pac-West shall be
responsible for providing any and all necessary notice to its end
users of the termination. In no case shall USWC be responsible
for providing such notice.
7. USWC shall xxxx all amounts due from Pac-West for each resold
service in accordance with the terms and conditions as specified
in the USWC tariff.
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XXXI. UNBUNDLED ACCESS/ELEMENTS
A. General Terms
1. USWC agrees to provide the following unbundled network elements
which are addressed in more detail in later sections of this
agreement: 1) local loop, 2) local and tandem switches (including
all vertical switching features provided by such switches, 3)
interoffice transmission facilities, 4) network interface devices,
5) signaling and call-related database facilities, 6) operations
support systems functions, and 7) operator and directory assistance
facilities.
2. (deleted)/6/
3. USWC will not restrict the types of telecommunications services
Pac-West may offer through unbundled elements, nor will it restrict
Pac-West from combining elements with any technically compatible
equipment the Pac-West owns. USWC will provide Pac-West with all of
the functionalities of a particular element, so that Pac-West can
provide any telecommunications services that can be offered by
means of the element. USWC agrees to perform and Pac-West agrees to
pay for the functions necessary to combine requested elements in
any technically feasible manner either with other elements from
USWC's network, or with elements possessed by Pac-West. However,
USWC need not combine network elements in any manner requested if
not technically feasible, but must combine elements ordinarily
combined in its network in the manner they are typically combined.
B. Description of Unbundled Elements
1. Tandem Switching
USWC will provide a tandem switching element on an unbundled
basis. The tandem switch element includes the facilities
connecting the trunk distribution frames to the switch, and all
the functions of the switch itself, including those facilities
that establish a temporary transmission path between two other
switches. The definition of the tandem switching element also
includes the functions that are centralized in tandems rather
than in separate end office switches, such as call recording, the
routing of calls to operator services, and signaling conversion
functions.
2. Transport
USWC will provide unbundled access to shared transmission
facilities between end offices and the tandem switch. Further,
USWC will provide unbundled access to dedicated transmission
facilities between its central
_____________________
/6/ Paragraph 2 was deleted pursuant to OPUC Decision 96-324, Appendix A
(Arbitrator's Decision).
Page 73
offices or between such offices and those of competing carriers.
This includes, at a minimum, interoffice facilities between end
offices and serving wire centers (SWCs), SWCs and IXC POPs,
tandem switches and SWCs, end offices or tandems of USWC , and
the wire centers of USWC and requesting carriers. USWC will also
provide all technically feasible transmission capabilities, such
as DS1, DS3, and Optical Carrier levels (e.g. OC-3/12/48/96) that
Pac-West could use to provide telecommunications services.
3. Digital Cross Connect System.
USWC will provide Pac-West with access to mutually agreed upon
digital cross-connect system (DCS) points.
4. Unbundled Loops
a. Service Description
i. An Unbundled Loop establishes a transmission path
between the USWC distribution frame (or equivalent) up
to, and including, USWC's network interface device
(NID). For existing loops, the inside wire connection
to the NID will remain intact.
ii. Basic Unbundled Loops are available as a two-wire or
four-wire, point-to-point configuration suitable for
local exchange type services within the analog voice
frequency range of 300 to 3000 Hz. For the two-wire
configuration, Pac-West is requested to specify loop
start, ground start or loop reverse battery options.
The actual loop facilities that provide this service
may utilize various technologies or combinations of
technologies. Basic Unbundled Loops provide an analog
facility to Pac-West.
(a) To the extent Pac-West requires an Unbundled Loop
to provide ISDN, HDSL, ADSL or DS1 service, such
requirements will be identified on the order for
Unbundled Loop Service. Conditioning charges will
apply, as required, to condition such loops to
ensure the necessary transmission standard.
(b) Specific channel performance options for the loops
can be ordered by identifying the Network Channel
(NC)/Network Channel Interface (NCI) for the
functions desired. USWC will provide Pac-West
with the available NC/NCI codes and their
descriptions.
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b. Unbundled Loops are provided in accordance with the
specifications, interfaces and parameters described in the
appropriate Technical Reference Publications. USWC's sole
obligation is to provide and maintain Unbundled Loops in
accordance with such specifications, interfaces and
parameters. USWC does not warrant that Unbundled Loops are
compatible with any specific facilities or equipment or can
be used for any particular purpose or service. Transmission
characteristics may vary depending on the distance between
Pac-West's end user and USWC's end office and may vary due
to characteristics inherent in the physical network. USWC,
in order to properly maintain and modernize the network, may
make necessary modifications and changes to the network
elements in its network on an as needed basis. Such changes
may result in minor changes to transmission parameters.
Changes that affect network interoperability require advance
notice pursuant to Section XIX, Notice of Changes, herein.
c. Facilities and lines furnished by USWC on the premises of
Pac-West's end user and up to the NID or equivalent are the
property of USWC. USWC must have access to all such
facilities for network management purposes. USWC's
employees and agents may enter said premises at any
reasonable hour to test and inspect such facilities and
lines in connection with such purposes or upon termination
or cancellation of the Unbundled Loop Service to remove such
facilities and lines. The Parties agree to explore issues
surrounding the extension of Unbundled Loops beyond the NID.
d. Unbundled Loops include the facilities between the USWC
distribution frame up to and including USWC's NID located at
Pac-West's end user premise. The connection between the
distribution frame and Pac-West facilities is accomplished
via channel terminations that can be ordered in conjunction
with either Collocation or Unbundled Interoffice Transport
Service.
e. Ordering and Maintenance.
i. For the purposes of loop assignment, tracking, and
dispute resolution, USWC will require a Letter of
Authorization for each existing USWC end user for which
Pac-West has requested reassignment of the loop serving
that end user.
ii. If there is a conflict between an end user (and/or its
respective agent) and Pac-West regarding the
disconnection or provision of Unbundled Loops, USWC
will honor the latest dated Letter of Authorization
designating an agent by the end user or its respective
agent. If the end user's service has not been
disconnected and
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Xxxxxxxxx Xxxx Service is not yet established, Pac-West
will be responsible to pay the nonrecurring charge as
set forth herein. If the end user's service has been
disconnected and the end user's service is to be
restored with USWC, Pac-West will be responsible to pay
the applicable nonrecurring charges as set forth in
USWC's applicable tariff, to restore the end user's
prior service with USWC.
iii. Pac-West is responsible for its own end user base and
will have the responsibility for resolution of any
service trouble report(s) from its customers. USWC
will work cooperatively with Pac-West to resolve
trouble reports when the trouble condition has been
isolated and found to be within a portion of USWC's
network. Pac-West must provide to USWC switch-based
test results when testing its customer's trouble prior
to USWC performing any repair functions. The Parties
will cooperate in developing mutually acceptable test
report standards. USWC shall provide Pac-West with
Maintenance of service charges in accordance with
applicable time and material charges in USWC tariffs
will apply when the trouble is not in USWC's network.
iv. Pac-West will be responsible to submit to USWC a
disconnect order for a Unbundled Loop that is
relinquished by the end user due to cessation of
service. Unbundled Loop facilities will be returned to
USWC when the disconnect order is complete. In the
event of transfer of the end user's service from one
provider to another, the new provider will issue a
request for transfer of service, resulting in the
appropriate disconnect/reconnection of service.
v. The installation due date is a negotiated item. For
related orders, new connects will be physically worked
within the same calendar day.
vi. When ordering Unbundled Loops, Pac-West is responsible
for obtaining or providing facilities and equipment
that are compatible with the service.
vii. Pac-West will have responsibility for testing the
equipment, network facilities and the Unbundled Loop
facility. If USWC performs tests of the Unbundled Loop
facility at Pac-West's request, and the fault is not in
the USWC facilities, a charge shall apply.
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viii. Pac-West will be responsible for providing battery
and dial tone to its connection point two days prior
to the due date on the service order.
ix. The following procedures shall apply to Unbundled
Loops ordered with the option of Basic Testing at
Coordinated Time:
(a) On each Unbundled Loop order, Pac-West and USWC
will agree on a cutover time at least 48 hours
before that cutover time. The cutover time will
be defined as a 30 minute window within which
both the Pac-West and USWC personnel will make
telephone contact to complete the cutover.
(b) Within the appointed 30 minute cutover time, the
Pac-West person will call the USWC person
designated to perform cross-connection work and
when the USWC person is reached in that interval
such work will be promptly performed. If the Pac-
West person fails to call or is not ready within
the appointed interval, and if Pac-West had not
called to reschedule the work at least 2 hours
prior to the start of the interval, USWC and Pac-
West will reschedule the work order and Pac-West
will pay the non-recurring charge for the
Unbundled Loops scheduled for the missed
appointment. In addition, non-recurring charges
for the rescheduled appointment will apply. If
the USWC person is not available or not ready at
any time during the 30 minute interval, Pac-West
and USWC will reschedule and USWC will waive the
non-recurring charge for the Unbounded Loops
scheduled for that interval. The standard time
expected from disconnection of service on a line
to the connection of the Unbundled Loop to the
Pac-West Collocation Service is 5 minutes. If
USWC causes a line to be out of service due
solely to its failure for more than 15 minutes,
USWC will waive the non-recurring charge for that
Unbundled Loop. If unusual or unexpected
circumstances prolong or extend the time required
to accomplish the coordinated cut-over, the Party
responsible for such circumstances is responsible
for the reasonable labor charges of the other
Party. Delays caused by the customer are the
responsibility of Pac-West. In addition, if Pac-
West has ordered INP as a part of the Unbundled
Loop installation, USWC will coordinate
implementation of INP with the Unbundled Loop
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installation; provided, separate INP
installation charges will apply.
xx.. Pac-West and USWC will work cooperatively to
develop forecasts for Unbundled Loop service. USWC
requests an eighteen month forecast of Unbundled
Loop service. The forecast will include the
specific serving Wire Center that will be
requested, plus the specific quantity of each
service desired. The forecast will be updated
quarterly, and will be treated as Pac-West
confidential information.
f. Appendix A contains the rate information for Unbundled
Loops.
g. If applicable, the New Interconnection/Unbundled Element
Request Process will apply as detailed in Section XXIII of
this Agreement.
h. For issues related to construction charges, see Section XXIX
of this Agreement.
5. Local Switching Elements
The switching network element includes facilities that are
associated with the line (e.g., the line card), facilities that
are involved with switching the call, and facilities used for
custom routing. USWC will provide the local switching element to
Pac-West pursuant to the Network Interconnection/Unbundled
Element Request Process described in Section XXIII herein.
6. Network Interface Device (NID)
a. Service Description.
A device wired between a telephone protector and the inside
wiring to isolate the customer's equipment from the network
at the subscriber's premises. It is a device for the
termination of inside wire that is available in single and
multiple pair configurations.
b. Pac-West may connect its loops, via its own NID, to the USWC
NID.
c. Any costs associated with Pac-West connecting its NID to
USWC's NID, will be the responsibility of Pac-West.
d. Connecting Pac-West's loop directly to the USWC NID is
prohibited.
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e. If Pac-West purchases an unbundled loop, Pac-West may
provide its own NID or have USWC provide the NID.
f. The price for access to the NID will be provided on a case-
by-case basis.
7. Additional Unbundled Elements
USWC shall provide nondiscriminatory access to, and where
appropriate, development of additional unbundled network elements
not covered in this Agreement in response to specific requests
therefor, pursuant to the New Interconnection/Unbundled Element
Request Process detailed in Section XXIII of this Agreement.
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XXXII. SERVICE STANDARDS
A. Definitions
When used in this Section, the following terms shall have the meanings
indicated.
1. "Specified Performance Commitment" means the commitment by USWC
to meet the Performance Criteria for any Specified Activity
during the Specified Review Period.
2. "Specified Activity" means any of the following activities:
a) The installation by USWC of Unbundled Loops for Pac-West
("Unbundled Loop Installation");
b) USWC's provision of Interim Number Portability ("INP
Installation") to Pac-West;
c) The repair of USWC service provided to Pac-West ("Out of
Service Repairs"); or
d) The installation by USWC of interconnection trunks for the
mutual exchange of local exchange traffic with Pac-West ("LIS
Trunk Installation")
3. "Performance Criteria" means, with respect to a Specified Review
Period (i.e., a calendar month or quarter), the performance by
USWC for the specified activities for Pac-West will meet or
exceed the average performance by USWC for the total universe of
specified activities.
B. Failure to Meet the Performance Criteria. If during a Specified
Review Period, USWC fails to meet the performance criteria, USWC will
use its best efforts to meet the Performance Criteria for the next
Specified Review Period. If USWC fails to meet the performance
criteria for two consecutive periods, the Parties agree, in good
faith, to attempt to resolve such issues through negotiation or non-
binding arbitration. This paragraph shall not be construed to waive
either Party's right to seek legal or regulatory intervention as
provided by state or federal law. Pac-West may seek regulatory or
other legal relief including requests for specific performance of
USWC's obligations under this Agreement.
C. Limitations. USWC's failure to meet or exceed and of the Performance
Criteria can not be as a result, directly or indirectly, of a Delaying
Event. A "Delaying Event" means (a) a failure by Pac-West to perform
any of its obligations set forth in this Agreement, (b) any delay, act
or failure to act by a Customer, agent of subcontractor of Pac-West or
(c) any Force Majeure Event. If a Delaying Event prevents USWC from
performing a Specified Activity, then such Specified
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Activity shall be excluded from the calculation of USWC's compliance
with the Performance Criteria.
D. Records. USWC shall maintain complete and accurate records, for the
Specified Review Period of its performance under this Agreement for
each Specified Activity and its compliance with the Performance
Criteria. USWC shall provide to Pac-West such records in a self-
reporting format. The parties agree that such records shall be deemed
"Proprietary Information".
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XXXIII. IMPLEMENTATION SCHEDULE
Within 4 months from the date of final approval of this Agreement, the
Parties agree to make a good faith effort to complete each of the
following interconnection arrangements:
a) Two-way trunk groups, as listed in Section VI, Paragraph
G(2) herein, necessary for the mutual exchange of traffic.
b) E-911 Trunking and database access;
c) SS7 Interconnection and Certification;
d) Directory Listings Arrangements and Directory Assistance
Interconnection;
e) Access to Unbundled Loops in at least one wire center;
f) Completion of Physical Collocation arrangements in at least
one USWC wire center.
g) Completion of inter-carrier billing arrangements necessary
for the joint provision of switched access services and for
reciprocal traffic exchange.
The Parties have agreed to commence discussion of these and other
implementation issues by November 1, 1996 to facilitate the above
implementation schedule.
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XXXIV. MISCELLANEOUS TERMS
A. General Provisions
1) Each Party shall use its best efforts to comply with the Implementation
Schedule.
2) Each Party is individually responsible to provide facilities within its
network which are necessary for routing, transporting, measuring, and
billing traffic from the other Party's network and for delivering such
traffic to the other Party's network in the standard format compatible
with Pac-West' network and to terminate the traffic it receives in that
standard format or the proper address on its network. Such facility
shall be designed based upon the description and forecasts provided
under this Agreement. The Parties are each solely responsible for
participation in and compliance with national network plans, including
the National Network Security Plan and the Emergency Preparedness Plan.
3) Neither Party shall use any service related to or use any of the
services provided in this Agreement in any manner that interferes with
other persons in the use of their service, prevents other persons from
using their service, or otherwise impairs the quality of service to
other carriers or to either Party's Customers, and each Party may
discontinue or refuse service if the other Party violates this
provision Upon such violation, either Party shall provide the other
Party notice of such violation, if practicable, at the earliest
practicable time.
4) Each Party is solely responsible for the services it provides to its
Customers and to other Telecommunications Carriers.
5) The parties shall work cooperatively to minimize fraud associated with
third-number billed calls, calling card calls, and any other services
related to this Agreement.
B. Most Favored Nation Terms and Treatment
The parties agree that the provisions of Section 252(i) of the Act
shall apply, including state and federal interpretive regulations in
effect from time to time.
C. Letter of Authorization
Where so indicated in specific sections of this Agreement, Pac-West is
responsible to have a Letter of Authorization. Pac-West is solely
responsible to obtain authorization from its end user for the handling
of the disconnection of the end user's service with USWC, the
provision of service by Pac-West, and the provision of Unbundled Loops
and all other ancillary services. Should a dispute or discrepancy
arise regarding the authority of Pac-West to act on behalf of the end
user, Pac-West is responsible for providing written evidence of its
authority to USWC.
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D. Payment
1. Amounts payable under this Agreement are due and payable within
thirty (30) days after the date of invoice.
2. Unless otherwise specified, any amount due and not paid by the
due date stated above shall be subject to a late charge equal to
either i) 0.03 percent per day compounded daily for the number of
calendar days from the payment due date to and including, the
date of payment, that would result in an annual percentage rate
of 12% or ii) the highest lawful rate, whichever is less. If
late payment charges for services are not permitted by local
jurisdiction, this provision shall not apply.
E. Taxes
Each party purchasing services hereunder shall pay or otherwise
be responsible for all federal, state, or local sales, use, excise,
gross receipts, transaction or similar taxes, fees or surcharges
levied against or upon such purchasing Party (or the providing Party
when such providing Party is permitted to pass along to the purchasing
Party such taxes, fees or surcharges), except for any tax on either
Party's corporate existence, status or income. Whenever possible,
these amounts shall be billed as a separate item on the invoice. To
the extent a sale is claimed to be for resale tax exemption, the
purchasing Party shall furnish the providing Party a proper resale tax
exemption certificate as authorized or required by statute or
regulation by the jurisdiction providing said resale tax exemption.
Failure to timely provide said resale tax exemption certificate will
result in no exemption being available to the purchasing Party.
F. Intellectual Property
1. Each Party hereby grants to the other Party the limited, personal
and nonexclusive right and license to use its patents, copyrights
and trade secrets but only to the extent necessary to implement
this Agreement or specifically required by the then applicable
federal and state rules and regulations relating to
interconnection and access to telecommunications facilities and
services, and for no other purposes. Nothing in this Agreement
shall be construed as the grant to the other Party of any rights
or licenses to trademarks.
2. The rights and licenses under Section F. 1. above are granted "AS
IS" and the other Party's exercise of any such right and license
shall be at the sole and exclusive risk of the other Party.
Neither Party shall have any obligation to defend, indemnify or
hold harmless, or acquire any license or right for the benefit
of, or owe any other obligation or have any liability to, the
other based on or arising from any claim, demand, or proceeding
(hereinafter "claim") by any third party alleging or asserting
that the use of any circuit, apparatus, or system, or the use of
any software, or the performance of any service or method, or the
provision of
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any facilities by either Party under this Agreement constitutes
infringement, or misuse or misappropriation of any patent,
copyright, trade secret, or any other proprietary or intellectual
property right of any third party.
3. Pac-West shall not, without the express written permission of
USWC, state or imply that; 1) Pac-West is connected, or in any
way affiliated with USWC or its affiliates, 2) Pac-West is part
of a joint business association or any similar arrangement with
USWC or its affiliates, 3) USWC and its affiliates are in any
way sponsoring, endorsing or certifying Pac-West and its goods
and services, or 4) with respect to Pac-West advertising or
promotional activities or materials, that the resold goods and
services are in any way associated with or originated from USWC
or any of its affiliates. Nothing in this paragraph shall
prevent Pac-West from truthfully describing the network elements
it uses to provide service to its customers.
G. Severability
The Parties recognize that the FCC is promulgating rules addressing
issues contained in this Agreement. In the event that any one or more
of the provisions contained herein shall for any reason be held to be
unenforceable in any respect under law or regulation, the parties will
negotiate in good faith for replacement language. If replacement
language cannot be agreed upon, either party may seek regulatory
intervention, including negotiations pursuant to Sections 251 and 252
of the Act.
H. Responsibility for Environmental Contamination.
Neither Party shall be liable to the other for any costs whatsoever
resulting from the presence or Release of any Environmental Hazard
that either Party did not introduce to the affected Work Location.
Both Parties shall defend and hold harmless the other, its officers,
directors and employees from and against any losses, damages, claims,
demands, suits, liabilities, fines, penalties and expenses (including
reasonable attorneys' fees) that arise out of or result from (i) any
Environmental Hazard that the indemnifying party, its contractors or
agents introduce to the Work Locations or (ii) the presence or Release
of any Environmental Hazard for which the indemnifying party is
responsible under Applicable Law.
I. Responsibility of Each Party
Each Party is an independent contractor, and has and hereby retains
the right to exercise full control of and supervision over its own
performance of its obligations under this Agreement and retains full
control over the employment, direction, compensation and discharge of
all employees assisting in the performance of such obligations. Each
Party will be solely responsible for all matters relating to payment
of such employees, including compliance with social security taxes,
withholding taxes and all other regulations governing such
Page 85
matters. Each Party will be solely responsible for proper handling,
storage, transport and disposal at its own expense of all (i)
substances or materials that it or its contractors or agents bring to,
create or assume control over at work locations or, (ii) waste
resulting therefrom or otherwise generated in connection with its or
its contractors' or agents' activities at the work locations. Subject
to the limitations on liability and except as otherwise provided in
this Agreement, each Party shall be responsible for (i) its own acts
and performance of all obligations imposed by applicable law in
connection with its activities, legal status and property, real or
personal and, (ii) the acts of its own affiliates, employees, agents
and contractors during the performance of that Party's obligations
hereunder.
J. Referenced Documents
All references to Sections, Exhibits, and Schedules shall be deemed to
be references to Sections of, and Exhibits and Schedules to, this
Agreement unless the context shall otherwise require. Whenever any
provision of this Agreement refers to a technical reference, technical
publication, Pac-West practice, USWC practice, any publication of
telecommunications industry administrative or technical standards, or
any other document specifically incorporated into this agreement, it
will be deemed to be a reference to the most recent version or edition
(including any amendments, supplements, addenda, or successors) or
such document that is in effect, and will include the most recent
version or edition (including any amendments, supplements, addenda, or
successors) or each document incorporated by reference in such a
technical reference, technical publication, Pac-West practice, USWC
practice, or publication of industry standards (unless Pac-West elects
otherwise). Should there by any inconsistency between or among
publications or standards, Pac-West shall elect which requirement
shall apply.
K. Publicity and Advertising
Neither party shall publish or use any advertising, sales promotions
or other publicity materials that use the other party's logo,
trademarks or service marks without the prior written approval of the
other party.
L. Executed in Counterparts
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original; but such counterparts shall
together constitute one and the same instrument.
M. Headings of No Force or Effect
The headings of Articles and Sections of this Agreement are for
convenience of reference only, and shall in no way define, modify or
restrict the meaning or interpretation of the terms or provisions of
this Agreement.
Page 86
N. Entire Agreement
This Agreement constitutes the entire agreement between the Parties
and supersedes all prior oral or written agreements, representations,
statements, negotiations, understandings, proposals and undertakings
with respect to the subject matter hereof.
O. Joint Work Product.
This Agreement is the joint work product of the Parties and has been
negotiated by the Parties and their respective counsel and shall be
fairly interpreted in accordance with its terms and, in the event of
any ambiguities, no inferences shall be drawn against either Party.
P. Disclaimer of Agency
Except for provisions herein expressly authorizing a Party to act for
another, nothing in this Agreement shall constitute a Party as a legal
representative or agent of the other Party, nor shall a Party have the
right or authority to assume, create or incur any liability or any
obligation of any kind, express or implied, against or in the name or
on behalf of the other Party unless otherwise expressly permitted by
such other Party Except as otherwise expressly provided in this
Agreement, no Party undertakes to perform any obligation of the other
Party whether regulatory or contractual, or to assume any
responsibility for the management of the other Party's business.
Q. Survival
The Parties' obligations under this Agreement which by their nature
are intended to continue beyond the termination or expiration of this
Agreement shall survive the termination or expiration of this
Agreement.
R. Effective Date
This Agreement shall become effective pursuant to Sections 251 and 252
of the Act.
S. Amendment of Agreement
Pac-West and USWC may mutually agree to amend this Agreement in
writing. Since it is possible that amendments to this Agreement may
be needed to fully satisfy the purposes and objectives of this
Agreement, the Parties agree to work cooperatively, promptly and in
good faith to negotiate and implement any such additions, changes and
corrections to this Agreement.
Page 87
T. Indemnity
1. Each of the Parties agrees to release, indemnify, defend and hold
harmless the other Party and each of its officers, directors,
employees and agents (each an "Indemnitee") from and against and
in respect of any loss, debt, liability, damage, obligation,
claim, demand, judgment or settlement of any nature or kind,
known or unknown, liquidated or unliquidated including, but not
limited to, costs and attorneys' fees, whether suffered, made,
instituted, or asserted by any other party or person, for
invasion of privacy, personal injury to or death of any person or
persons, or for loss, damage to, or destruction of property,
whether or not owned by others, resulting from the indemnifying
Party's performance, breach of Applicable Law, or status of its
employees, agents and subcontractors; or for failure to perform
under this Agreement, regardless of the form of action.
2. The indemnification provided herein shall be conditioned upon:
a. The indemnified Party shall promptly notify the indemnifying
Party of any action taken against the indemnified Party
relating to the indemnification. Failure to so notify the
Indemnifying Party shall not relieve the Indemnifying Party
of any liability that the Indemnifying Party might have,
except to the extent that such failure prejudices the
Indemnifying Party's ability to defend such claim.
b. The indemnifying Party shall have sole authority to defend
any such action, including the selection of legal counsel,
and the indemnified Party may engage separate legal counsel
only at its sole cost and expense.
c. In no event shall the indemnifying Party settle or consent
to any judgment pertaining to any such action without the
prior written consent of the indemnified Party.
U. Limitation of Liability
1) Except as otherwise provided in the indemnity section, no Party
shall be liable to the other Party for any Loss, defect or
equipment failure caused by the conduct of the other Party, the
other Party's agents, servants, contractors or others acting in
aid or concert with the other Party.
2) Except for Losses alleged or made by a Customer of either Party,
in the case of any Loss arising from the negligence or willful
misconduct of both Parties, each Party shall bear, and its
obligations under this Section shall be limited to, that portion
(as mutually agreed to by the Parties) of the resulting expense
Page 88
caused by its (including that of its agents, servants, contractors
or others acting in aid or concert with it) negligence or willful
misconduct.
3) Except for indemnity obligations, each Party's liability to the
other Party for any Loss relating to or arising out of any
negligent act or omission in its performance of this Agreement,
whether in contract or in tort, shall be limited to the total
amount that is or would have been charged to the other Party by
such negligent or breaching Party for the service(s) or
function(s) not performed or improperly performed.
4) In no event shall either Party have any liability whatsoever to
the other Party for any indirect, special, consequential,
incidental or punitive damages, including but not limited to loss
of anticipated profits or revenue or other economic loss in
connection with or arising from anything said, omitted or done
hereunder (collectively, "Consequential Damages"), even if the
other Party has been advised of the possibility of such damages;
provided, that the foregoing shall not limit a Party's obligation
to indemnify, defend and hold the other Party harmless against any
amounts payable to a third party, including any losses, costs,
fines, penalties, criminal or civil judgments or settlements,
expenses (including attorneys' fees) and Consequential Damages of
such third party. Nothing contained in this section shall limit
either Party's liability to the other for (I) willful or
intentional misconduct (including gross negligence); (ii) bodily
injury, death or damage to tangible real or tangible personal
property proximately caused by such party's negligent act or
omission or that of their respective agents, subcontractors or
employees nor shall anything contained in this section limit the
Parties' indemnification obligations, as specified below.
V. Term of Agreement
This Agreement shall be effective upon Commission Approval and shall
expire on February 2, 2000, and thereafter the Agreement shall
continue in force and effect unless and until a new agreement,
addressing all of the terms of this Agreement, becomes effective
between the Parties. The Parties agree to commence negotiations on a
new agreement no later than two years after this Agreement becomes
effective.
W. Controlling Law
This Agreement was negotiated by the Parties in accordance with the
terms of the Act and the laws of the state where service is provided
hereunder. It shall be interpreted solely in accordance with the
terms of the Act and the applicable state law in the state where the
service is provided.
Page 89
X. Cancellation Charges
Except as provided pursuant to a Network Element Network
Interconnection and Unbundled Element Request, or as otherwise
provided in any applicable tariff or contract referenced herein, no
cancellation charges shall apply.
Y. Regulatory Approval
The Parties understand and agree that this Agreement will be filed
with the Commission and may thereafter be filed with the FCC. In the
event the Commission rejects any portion of this Agreement, the
parties agree to meet and negotiate in good faith to arrive at a
mutually acceptable modification to the rejected portion.
Z. Compliance
Each party shall comply with all applicable federal, state, and local
laws, rules and regulations applicable to its performance under this
Agreement.
AA. Compliance with the Communications Law Enforcement Act of 1994
("CALEA")
Each Party represents and warrants that any equipment, facilities or
services provided to the other Party under this Agreement comply with
CALEA. Each party shall indemnify and hold the other Party harmless
from any and all penalties imposed upon the other Party for such
noncompliance and shall at the non-compliant Party's sole cost and
expense, modify or replace any equipment, facilities or services
provided to the other Party under this Agreement to ensure that such
equipment, facilities and services fully comply with CALEA.
BB. Independent Contractor
Each party shall perform services hereunder as an independent
contractor and nothing herein shall be construed as creating any other
relationship between the Parties. Each party and each Party's
contractor shall be solely responsible for the withholding or payment
of all applicable federal, state and local income taxes, social
security taxes and other payroll taxes with respect to their
employees, as well as any taxes, contributions or other obligations
imposed by applicable state unemployment or workers' compensation
acts. Each party has sole authority and responsibility to hire, fire
and otherwise control its employees.
CC. Force Majeure
Neither party shall be liable for any delay or failure in performance
of any part of this Agreement from any cause beyond its control and
without its fault or negligence including, without limitation, acts of
nature, acts of civil or military authority, government regulations,
embargoes, epidemics, terrorist acts, riots, insurrections, fires,
explosions, earthquakes, nuclear accidents, floods, work
Page 90
stoppages, equipment failure, power blackouts, volcanic action, other
major environmental disturbances, unusually sever weather conditions,
inability to secure products or services of other persons or
transportation facilities or acts or omissions of transportation
carriers (collectively, a "Force Majeure Event") In the event of a
labor dispute or strike the Parties agree to provide service to each
other at a level equivalent to the level they provide themselves.
DD. Dispute Resolution
The Parties agree, in good faith, to attempt to resolve any claim,
controversy or dispute between the Parties, their agents, employees,
officers, directors or affiliated agents ("Dispute") through
negotiation or non-binding arbitration. This paragraph shall not be
construed to waive the Parties' rights to seek legal or regulatory
intervention as provided by state or federal law.
EE. Commission Decision
This Agreement shall at all times be subject to such review by the
Commission or FCC as permitted by the Act. If any such review renders
the Agreement inoperable or creates any ambiguity or requirement for
further amendment to the Agreement, the Parties will negotiate in good
faith to agree upon any necessary amendments to the Agreement.
FF. Nondisclosure
1. All information, including but not limited to specifications,
microfilm, photocopies, magnetic disks, magnetic tapes, drawings,
sketches, models, samples, tools, technical information, data,
employee records, maps, financial reports, and market data, (i)
furnished by one Party to the other Party dealing with customer
specific, facility specific, or usage specific information, other
than customer information communicated for the purpose of
publication of directory database inclusion, or (ii) in written,
graphic, electromagnetic, or other tangible form and marked at the
time of delivery as "Confidential" or "Proprietary", or (iii)
communicated orally and declared to the receiving Party at the time
of delivery, or by written notice given to the receiving Party
within ten (10) days after delivery, to be "Confidential" or
"Proprietary" (collectively referred to as "Proprietary
Information"), shall remain the property of the disclosing Party. A
Party who receives Proprietary Information via an oral
communication may request written confirmation that the material is
Proprietary Information. A Party who delivers Proprietary
Information via an oral communication may request written
confirmation that the Party receiving the information understands
that the material is Proprietary Information.
2. Upon request by the disclosing Party, the receiving Party shall
return all tangible copies of Proprietary Information, whether
written, graphic or
Page 91
otherwise, except that the receiving Party may retain one copy for
archival purposes.
3. Each Party shall keep all of the other Party's Proprietary
Information confidential and shall use the other Party's
Proprietary Information only in connection with this Agreement.
Neither Party shall use the other Party's Proprietary Information
for any other purpose except upon such terms and conditions as may
be agreed upon between the Parties in writing.
4. Unless otherwise agreed, the obligations of confidentiality and
non-use set forth in this Agreement do not apply to such
Proprietary Information as:
a. was at the time of receipt already known to the receiving
Party free of any obligation to keep it confidential evidenced
by written records prepared prior to delivery by the
disclosing Party; or
b. is or becomes publicly known through no wrongful act of the
receiving Party; or
c. is rightfully received from a third person having no direct or
indirect secrecy or confidentiality obligation to the
disclosing Party with respect to such information; or
d. is independently developed by an employee, agent, or
contractor of the receiving Party which individual is not
involved in any manner with the provision of services pursuant
to the Agreement and does not have any direct or indirect
access to the Proprietary Information; or
e. is disclosed to a third person by the disclosing Party without
similar restrictions on such third person's rights; or
f. is approved for release by written authorization of the
disclosing Party; or
g. is required to be made public by the receiving Party pursuant
to applicable law or regulation provided that the receiving
Party shall give sufficient notice of the requirement to the
disclosing Party to enable the disclosing Party to seek
protective orders.
5. Effective Date Of This Section. Notwithstanding any other provision
of this Agreement, the Proprietary Information provisions of this
Agreement shall apply to all information furnished by either Party
to the other in furtherance of the purpose of this Agreement, even
if furnished before the date of this Agreement.
Page 92
GG. Notices
Any notices required by or concerning this Agreement shall be sent to the
Parties at the addresses shown below:
To USWC:
Director-Interconnection Compliance
1801 California, Room 2410
Xxxxxx, Xxxxxxxx 00000
Copy to:
USWC Law Dept
General Counsel
0000 Xxxxxxxxxx Xxxxxx, Xxxx 0000
Xxxxxx, Xxxxxxxx 00000
Pac-West:
Xxxx Xxxxxxx
V.P. Regulatory
0000 Xxxxxxxx Xxx.
Xxxxxxxx, Xx. 00000
Phone: 000-000-0000
Fax: 000-000-0000
Each Party shall inform the other of any changes in the above addresses.
HH. Assignment
Neither Party may assign or transfer (whether by operation of law or
otherwise) this Agreement (or any rights or obligations hereunder) to
a third party without the prior written consent of the other Party
provided that each Party may assign this Agreement to a corporate
affiliate or an entity under its common control or an entity acquiring
all or substantially all of its assets or equity by providing prior
written notice to the other Party of such assignment or transfer. Any
attempted assignment or transfer that is not permitted is void ab
--
initio. Without limiting the generality of the foregoing, this
-------
Agreement shall be binding upon and shall inure to the benefit of the
Parties' respective successors and assigns.
II. Warranties
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE PARTIES
AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE DOES NOT EXIST, ANY
WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Page 93
JJ. Default
If either Party defaults in the payment of any amount due hereunder,
or if either Party violates any other provision of this Agreement, and
such default or violation shall continue for thirty (30) days after
written notice thereof, the other Party may seek legal and/or
regulatory relief. The failure of either Party to enforce any of the
provisions of this Agreement or the waiver thereof in any instance
shall not be construed as a general waiver or relinquishment on its
part of any such provision, but the same shall, nevertheless, be and
remain in full force and effect.
KK. No Third Party Beneficiaries
Except as may be specifically set forth in this Agreement, this
Agreement does not provide and shall not be construed to provide third
parties with any remedy, claim, liability, reimbursement, cause of
action, or other privilege.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their respective duly authorized representatives.
Pac-West Telecomm, Inc. * U S WEST Communications, Inc. *
/s/ [ILLEGIBLE]^^
--------------------------- ________________________________
Signature Signature
/s/ [IILEGIBLE]^^
--------------------------- ________________________________
Name Printed/Typed Name Printed/Typed
V.P. Regulatory
--------------------------- ________________________________
Title Title
1/13/00
--------------------------- ________________________________
Date Date
. Signed as ordered by the Arbitrator/Commission in Docket ARB 1. Signature
does not indicate agreement with all aspects of the Arbitrator's/Commission's
decision, nor does it waive any of either party's rights to seek judicial or
administrative review of all or part of the agreement, or to reform the
agreement as the result of successful judicial or administrative review.
* This Agreement is made pursuant to Section 252 (i) of the Act and is premised
upon the Interconnection Agreement between MFS Intelenet, Inc. and U S WEST
Communications, Inc.
Page 94
(the "Underlying Agreement"). The Underlying Agreement was approved by the
Commission on August 21, 1997.
With respect to this Agreement, the Parties understand and agree:
i) The Parties shall request the Commission to expedite its review and
approval of this Agreement.
ii) Notwithstanding the mutual commitments set forth herein, the Parties are
entering 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 those relating to the types of
arrangements contained in this Agreement. During the proceeding in which the
Commission is to review and approve the Agreement, U S WEST may point out that
it has objected, and continues to object, to the inclusion of the terms and
conditions to which it objected in the proceedings involving the approval of the
Underlying Agreement.
iii) This Agreement contains provisions based upon the decisions and orders of
the FCC and the Commission under and with respect to the Act. Currently, court
and regulatory proceedings affecting the subject matter of this Agreement are in
various stages, including the proceedings where certain of the rules and
regulations of the FCC are being challenged In addition, there is uncertainty
in the aftermath of the Supreme Court's decision in AT&T Corp, et al. v. Iowa
Utilities Board. Based on that uncertainty, and the regulatory and judicial
proceedings which will occur as a result of that decision, the Parties
acknowledge that this Agreement may need to be changed to reflect any changes in
law. The Agreement has not been corrected to reflect the requirements, claims or
outcomes of any of the Proceedings, although the pricing does reflect the
Commission's most current generic order, if any. Accordingly, when a final,
decision or decisions are made in the Proceedings that automatically change and
modify the Underlying Agreement, then like changes and modifications will
similarly be made to this Agreement. In addition, to the extent rules or laws
are based on regulatory or judicial proceedings as a result of the recent
Supreme Court decision, this Agreement will be amended to incorporate such
changes.
iv) Subsequent to the execution of this Agreement, the FCC or the Commission
may issue decisions or orders that change or modify the rules and regulations
governing implementing of the Act. If such changes or modifications alter the
state of the law upon which the Underlying Agreement was negotiated and agreed,
and it reasonably appears that the parties to the Underlying Agreement would
have negotiated and agreed to different term(s) condition(s) or covenant(s) than
as contained in the Underlying Agreement had such change or modification been in
existence before execution of the Underlying Agreement, then this Agreement
shall be amended to reflect such different terms(s), condition(s), or
covenant(s). Where the parties fail to agree upon such an amendment, it shall
be resolved in accordance with the Dispute Resolution provision of this
Agreement.
Page 95
APPENDIX A
U S WEST AND Pac-West INTERCONNECTION RATES
OREGON
The prices and discounts in this contract are interim and will be replaced with
final prices and discounts approved by order of the Public Utility Commission
of Oregon.
---------------------------------
INTERCONNECTION - LOCAL EXCHANGE
---------------------------------
-----------------------------------
Local Call Termination Imposed Price (Note 2)
-----------------------------------
End Office - Per Minute of Use $ 0.005000
Tandem Switch - Per Minute of Use (Note 1) $ 0.008881
(includes End Office Call Termination and
Tandem Transport)
Note 1: The above local tandem call termination rate includes tandem
transmission, based on an assumed transport mileage of 10 miles. Should the
average tandem transmission mileage experienced by the Parties exceed 10 miles,
the Parties agree to adjust the tandem call termination rate based on the tandem
transmission rates set forth below.
Note 2: Pending OPUC approval of unbundled element rates compliant with UM 773,
Order No. 96-284.
--------------- ----------------
Agreed Price Agreed Price
Entrance Facility Recurring Nonrecurring
--------------- ----------------
DS1, Electrical $ 97.53 $ 555.28
DS3, Electrical $ 387.58 $ 658.69
--------------- ----------------
Agreed Price Agreed Price
Direct Trunked Transport Fixed Per Mile
--------------- ----------------
DS1 - 0 Miles None None
DS1 - Over 0 to 8 $ 39.64 $ 0.74
DS1 - Over 8 to 25 $ 39.65 $ 1.67
DS1 - Over 25 to 50 $ 39.65 $ 1.62
DS1 - Over 50 $ 39.66 $ 2.37
DS3 - 0 Miles None None
DS3 - Over 0 to 8 $ 267.96 $ 14.11
DS3 - Over 8 to 25 $ 275.31 $ 22.30
DS3 - Over 25 to 50 $ 274.37 $ 23.61
DS3 - Over 50 $ 277.63 $ 31.50
--------------- ----------------
Agreed Price Agreed Price
Multiplexing, per arrangement Recurring Nonrecurring
--------------- ----------------
DS3 to DS1 $ 213.12 $ 412.04
-------------------------
Local Tansit Traffic Rate Agreed Price
-------------------------
Tandem Switching, per MOU $ 0.001811
--------------- ----------------
Agreed Price Agreed Price
Tandem Transmission Fixed Per Mile
--------------- ----------------
0 Mile None None
Over 0 - 8 Miles $0.000392 $0.000006
Page 96
Over 8 - 25 Miles $0.000390 $0.000008
Over 25 - 50 Miles $0.000392 $0.000009
Over 50 Miles $0.000391 $0.000016
----------------------------------------------------------------------------------
INTERCONNECTION - EXCHANGE ACCESS Agreed Price
----------------------------------------------------------------------------------
Call Termination, Transport, and Transit Per Switched Access Tariff
-------------------------------------------
COMMON CHANNEL SIGNALLING ACCESS SERVICE
-------------------------------------------
--------------- ----------------
Agreed Price Agreed Price
Entrance Facility Recurring Nonrecurring
--------------- ----------------
DS1 $ 97.53 $ 555.28
DS3 $ 387.58 $ 658.69
--------------- ----------------
Agreed Price Agreed Price
Direct Link Transport Fixed Per Mile
--------------- ----------------
DS0 - 0 Miles None None
DS0 - Over 0 to 8 $ 20.37 $ 0.08
DS0 - Over 8 to 25 $ 20.37 $ 0.12
DS0 - Over 25 to 50 $ 20.37 $ 0.10
DS0 - Over 50 $ 20.37 $ 0.13
DS1 - 0 Miles None None
DS1 - Over 0 to 8 $ 39.64 $ 0.74
DS1 - Over 8 to 25 $ 39.65 $ 1.67
DS1 - Over 25 to 50 $ 39.65 $ 1.62
DS1 - Over 50 $ 39.66 $ 2.37
--------------- ----------------
Agreed Price Agreed Price
Direct Link Transport Fixed Per Mile
--------------- ----------------
DS3 - 0 Miles None None
DS3 - Over 0 to 8 $ 267.96 $ 14.11
DS3 - Over 8 to 25 $ 275.31 $ 22.30
DS3 - Over 25 to 50 $ 274.37 $ 23.61
DS3 - Over 50 $ 277.63 $ 31.50
--------------- ----------------
Agreed Price Agreed Price
Recurring Nonrecurring
--------------- ----------------
CCS Link - First Link None $ 496.93
CCS Link -- Each additional Link None $ 71.29
STP Port - Per Port $ 208.57 None
Multiplexing
DS1 to DS0 $ 216.67 None
DS3 to DS1 $ 213.12 None
Page 97
---------------------------------
PHYSICAL AND VIRTUAL COLLOCATION
---------------------------------
-----------------------------------
Imposed Price
-----------------------------------
Common Elements Recurring Nonrecurring
-----------------------------------
Quote Preparation Fee None $1,500.00
Entrance Facility - Per cable $ 2.22 $1,287.41
2-wire DS0 EICT See Note 4 See Notes 3 and 4
4-wire DS0 EICT See Note 4 See Notes 3 and 4
DS1 EICT See Note 4 See Note 4
DS3 EICT See Note 4 See Note 4
DS1 EICT - regeneration (Note 5) See Note 4
DS3 EICT - regeneration (Note 5) See Note 4
-----------------------------------
Agreed Price Agreed Price
Cable Splicing Recurring Nonrecurring
-----------------------------------
Per setup None $ 102.01
Per Fiber Spliced None $ 12.75
48 Volt Power, per ampere, per month $ 14.24 None
48 Volt Power Cable
20 Ampere Capacity - Recurring $ 0.16 $ 67.32
40 Ampere Capacity - Recurring $ 0.21 $ 91.29
60 Ampere Capacity - Recurring $ 0.24 $ 102.82
Equipment Bay, Per Shelf $ 8.13 None
-----------------------------------
Agreed Price Agreed Price
Regular Hours After Hours
-----------------------------------
Inspector per 1/2 Hour $ 28.19 $ 36.62
Training per 1/2 Hour $ 24.97 None
Engineering per 1/2 Hour $ 24.35 $ 32.58
Installation per 1/2 Hour $ 28.19 $ 36.62
Maintenance per 1/2 Hour $ 24.97 $ 33.21
-----------------------------------
Agreed Price Agreed Price
Physical Collocation (Note 6) Recurring Nonrecurring
-----------------------------------
Cage/Hard Wall Enclosure ICB ICB
Rent (w/ Maintenance) - per square foot - Zone 1 $ 2.75 None
Rent (w/ Maintenance) - per square foot - Zone 2 $ 2.26 None
Rent (w/ Maintenance) - per square foot - Zone 3 $ 2.06 None
Note 3: DS0 EICT NRC not to apply to unbundled loops where a separate
unbundled loop NRC applies.
Page 98
Note 4: The Commission adopted the unbundled network element prices set forth
in UM 351, Order Nos. 96-188, 96-283, and 97-071. If UM 351 does not designate
all necessary elements, the parties should rely on the provisions of USWC's
earlier effective interstate tariff, Tariff F.C.C. No. 5, Section 21, EIC
service, as it existed prior to the withdrawal of provisions related to
physical collocation pursuant to Transmittals Nos. 744 and 759.
Note 5: If required. No NRC applies to regeneration ordered concurrently with
an associated EICT element.
Note 6: Zones per NECA-4 Tariff
--------------------
ANCILLARY SERVICES
--------------------
-----------------------------------
Agreed Price
-----------------------------------
Directory Assistance
Price per Call -- Facilities-Based $ 0.34
Providers
Listings
Primary Listings, Directory Assistance, No Charge
White Pages
E911
LEC and AECs recover costs from PSAP No Charge
-----------------------------------
Agreed Cost
Interim Number Portability Recurring
-----------------------------------
Without Transport
Per Number Ported - First Path $ 4.35
Per Number Ported - Additional Path $ 3.30
With Transport
Per Number Ported - First Path $ 9.17
Per Number Ported - Additional Path $ 8.12
-----------------------------------
Agreed Cost
Additional Charges Nonrecurring
-----------------------------------
Service Establishment, per switch, per $ 43.14
route
Service Establishment - additional number ported or changes
to existing numbers, per number $ 9.35
ported
Additional and Consecutive Numbers -- additional number
ported on same account name and consecutive numbers,
per number ported $ 6.94
-----------------------------------
Assignment of Numbers Agreed Price
-----------------------------------
Assignments per industry guidelines No Charge
Busy Line Verification
Per Call $ 0.72
Page 99
Busy Line Interrupt
Per Call $ 0.87
-----------------------------------
Imposed Price
-----------------------------------
Recurring Nonrecurring
-----------------------------------
Unbundled Loops (Note 7)
State-wide price, no deaveraging $ 16.00
(Does not include NAC Connection, a/k/a
EICT
Without testing, first loop per service order $ 94.83
With Basic Testing, first loop per service order $ 151.50
With Basic Testing at Designated Time, first loop per $ 202.85
service order
Without testing, additional loop per service order,
same central office $ 20.00
With Basic Testing, additional loop per service order, $ 30.00
same central office
With Basic Testing at Designated Time, additional loop $ 30.00
per service order, same central office
Page 100
APPENDIX A
IMPOSED RESALE
WHOLESALE RATES
OREGON
U S WEST need not make the following services available for Resale:
Enhanced services including Voice Mail
U S WEST shall make the following services available for Resale:
All telecommunications services.
U S WEST shall make the following services available for Resale without
additional "Wholesale" discount:
Switched Access Tariff
Special Access Tariff
Residence Exchange Tariff
U S WEST shall make the following services available for Resale at an 18.80%
"Wholesale" cost discount (i.e. Wholesale price is 81.2% of Retail price, where
Retail is the offered tariff or contract price):
All services not included in the immediately preceding list of
services to be resold at zero discount.
All contract arrangements, including services whose tariff
prices do not otherwise qualify for Wholesale discounts.
U S WEST shall make the following services available for Resale at an 9.40%
"Wholesale" avoided cost discount (i.e. Wholesale price is 90.6% of Retail
price, where Retail is the offered tariff or contract price):
All services and contract arrangements already subject to
volume or term discounts.
Page 101
APPENDIX A
RESALE
NONRECURRING CHARGES
OREGON
----------------------------------------------------------
Description Imposed Price
----------------------------------------------------------
Customer Transfer Charge
Business, per end user $56.60
Residence, per end user $54.13
ISDN, per end user $57.15
Page 000
XXXXXXXX X
ENGINEERING REQUIREMENTS
TRUNK FORECAST FORMS
INTERCONNECTION CHECKLIST
MEET POINT
DATE OF MEETING:
Interconnector Information
-------------------------------------------------------------------------------
Name:
--------------------------------------------------------------------------------
Address:
--------------------------------------------------------------------------------
City, State, Zip:
--------------------------------------------------------------------------------
Technical Contact Person:
--------------------------------------------------------------------------------
Technical Contact Person Telephone #:
--------------------------------------------------------------------------------
USWC Negotiator:
--------------------------------------------------------------------------------
USWC Negotiator Telephone #:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Desired U S WEST Central office
--------------------------------------------------------------------------------
CLLI:
--------------------------------------------------------------------------------
Central Office address:
--------------------------------------------------------------------------------
City, State:
--------------------------------------------------------------------------------
Meet Point Address:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Equipment
--------------------------------------------------------------------------------
Manufacture/ model# Quantity
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Cable Makup
--------------------------------------------------------------------------------
Number of cables:
--------------------------------------------------------------------------------
Number of fibers per cable:
--------------------------------------------------------------------------------
Distance from USW to Meet Point
--------------------------------------------------------------------------------
Distance from AT&T to Meet Point
--------------------------------------------------------------------------------
Service Requirements
--------------------------------------------------------------------------------
Year 1 Year 2 Year 3
--------------------------------------------------------------------------------
DS3
--------------------------------------------------------------------------------
DS1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Remarks:
Please attach a sketch of the requested meet point arrangement:
Page 1
Appendix B -- PAGE 2
INTERCONNECTION CHECKLIST
ADDITIONAL TRUNKING
Interconnector Information
--------------------------------------------------------------------------------
Name:
--------------------------------------------------------------------------------
Address:
--------------------------------------------------------------------------------
City, State, Zip:
--------------------------------------------------------------------------------
Technical Contact Person:
--------------------------------------------------------------------------------
Technical Contact Person Telephone #:
--------------------------------------------------------------------------------
USWC Negotiator:
--------------------------------------------------------------------------------
USWC Negotiator Telephone #:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Desired Central office (TANDEM)
--------------------------------------------------------------------------------
CLLI:
--------------------------------------------------------------------------------
Central Office address:
--------------------------------------------------------------------------------
City, State:
--------------------------------------------------------------------------------
Meet Point Address:
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Service Requirements
--------------------------------------------------------------------------------
Year 1 Year 2 Year 3
--------------------------------------------------------------------------------
USW End Office:
--------------------------------------------------------------------------------
- Terminating CCS (peak busy hr)
--------------------------------------------------------------------------------
- Number Portability:
--------------------------------------------------------------------------------
Arrangements
--------------------------------------------------------------------------------
Call paths per # ported
--------------------------------------------------------------------------------
USW End Office:
--------------------------------------------------------------------------------
- Terminating CCS (peak busy hr)
--------------------------------------------------------------------------------
- Number Portability:
--------------------------------------------------------------------------------
Arrangements
--------------------------------------------------------------------------------
Call paths per # ported
--------------------------------------------------------------------------------
USW End Office:
--------------------------------------------------------------------------------
- Terminating CCS (peak busy hr)
--------------------------------------------------------------------------------
- Number Portability:
--------------------------------------------------------------------------------
Arrangements
--------------------------------------------------------------------------------
Call paths per # ported
--------------------------------------------------------------------------------
USW End Office:
--------------------------------------------------------------------------------
- Terminating CCS (peak busy hr)
--------------------------------------------------------------------------------
- Number Portability:
--------------------------------------------------------------------------------
Arrangements
--------------------------------------------------------------------------------
Call paths per # ported
--------------------------------------------------------------------------------
Remarks:
Please attach a sketch of the agreed upon meet point arrangement
Page 2
Appendix C
PHYSICAL COLLOCATION AGREEMENT
BETWEEN
US WEST COMMUNICATIONS
AND
PAC-WEST TELECOMM, INC.
Page 1
TABLE OF ARTICLES
ARTICLE I - PREMISES................................................ - 1 -
ARTICLE II - EFFECTIVENESS AND REGULATORY APPROVAL.................. - 2 -
ARTICLE III - TERM.................................................. - 4 -
ARTICLE IV - PREMISES CHARGES....................................... - 4 -
ARTICLE V - INTERCONNECTION CHARGES................................. - 8 -
ARTICLE VI - DEMARCATION POINT...................................... - 8 -
ARTICLE VII - USE OF PREMISES....................................... - 8 -
ARTICLE VIII - STANDARDS............................................ - 10 -
ARTICLE IX - RESPONSIBILITIES OF THE INTERCONNECTOR AND US WEST..... - 11 -
ARTICLE X - QUIET ENJOYMENT......................................... - 14 -
ARTICLE XI - ASSIGNMENT............................................. - 14 -
ARTICLE XII - CASUALTY LOSS......................................... - 14 -
ARTICLE XIII - LIMITATION OF LIABILITY.............................. - 16 -
ARTICLE XIV - SERVICES, UTILITIES, MAINTENANCE AND FACILITIES....... - 17 -
ARTICLE XV - DISPUTE RESOLUTION..................................... - 17 -
ARTICLE XVI - SUCCESSORS BOUND...................................... - 17 -
ARTICLE XVII - CONFLICT OF INTEREST................................. - 18 -
ARTICLE XVIII - NON-EXCLUSIVE REMEDIES.............................. - 18 -
ARTICLE XIX - NOTICES............................................... - 18 -
ARTICLE XX - COMPLIANCE WITH LAWS................................... - 19 -
Page 2
ARTICLE XXI - INSURANCE............................................. - 19 -
ARTICLE XXII - US WEST'S RIGHT OF ACCESS............................ - 20 -
ARTICLE XXIII - OTHER COLLOCATION AGREEMENTS........................ - 21 -
ARTICLE XXIV - MISCELLANEOUS........................................ - 21 -
Page 3
PHYSICAL COLLOCATION AGREEMENT
THIS PHYSICAL COLLOCATION AGREEMENT ("Agreement") is made by and between US
WEST COMMUNICATIONS, INC. a Colorado corporation ("USWC"), and PAC-WEST
TELECOMM, INC., its successors and assigns ("Interconnector").
WITNESSETH
WHEREAS, USWC is an incumbent local exchange carrier having a statutory duty
to provide for "physical collocation" of "equipment necessary for
interconnection or access to unbundled network elements at its Premises, U.S.C.
251(c)(6); and
WHEREAS, the Interconnector wishes to physically locate certain of its
equipment within the Premises (as defined herein) and connect with USWC; and
NOW THEREFORE, in consideration of the mutual agreements and covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, USWC and the Interconnector (the
"parties") agree as follows:
ARTICLE I - PREMISES
1.1 Right to Use. Subject to this Agreement, USWC grants to Interconnector
------------
the right to use the premises described on Exhibit C ("Premises"), attached and
incorporated herein, within real property at ___________________ in the City of
_________________, County of ___________________, State of _______________.
1.2 Relocation. Notwithstanding Section 1.1, in the event that it is
----------
necessary for the Premises to be moved within the structure in which the
Premises is located ("Physical Collocation Site") or to another USWC Physical
Collocation Site, at the Interconnector's option, the Interconnector shall move
its facilities to the new Premises. The Interconnector shall be responsible for
the preparation of the new Premises if such relocation arises from circumstances
beyond the reasonable control of USWC, including condemnation or government
order or regulation that makes the continued occupancy of the Premises or
Physical Collocation Site impossible. Otherwise USWC shall be responsible for
any such preparation and shall bear all costs associated with the relocation.
If the Interconnector requests that the Premises be moved within the Physical
Collocation Site or to another USWC Physical Collocation Site, USWC shall permit
the Interconnector to relocate the Premises, subject to availability of space
and associated requirements. The Interconnector shall be responsible for all
applicable charges associated with the move, including the reinstallation of its
equipment and facilities and the preparation of the new Premises.
In either such event, the new Premises shall be deemed the "Premises"
hereunder and the new Physical Collocation Site (where applicable) the "Physical
Collocation Site."
1.3 The Premises. USWC agrees, at the Interconnector's sole cost and expense
------------
as set forth herein, to prepare the Premises in accordance with working drawings
and specifications entitled _____________________ and date _______________,
which documents, marked Exhibit C, are attached and incorporated herein. The
preparation shall be arranged by USWC in compliance with all applicable codes,
ordinances, resolutions, regulations and laws. In return for the
Interconnector's agreement to make the payments required by Section 2.1 hereof,
USWC agrees to pursue diligently the preparation of the Premises for use by the
Interconnector.
ARTICLE II - EFFECTIVENESS AND REGULATORY APPROVAL
2.1 Submission to State Commission. The Agreement is prepared as a component
------------------------------
of the Interconnection Agreement under Sections 251 and 252 of the
Telecommunications Act of 1996, between USWC and Pac-West Communications
Company, Inc. ("Interconnection Agreement"), and the parties intend to submit
the Agreement and other elements of the Interconnection Agreement to state
commissions for approval under the provisions of 47 U.S.C. (S) 252. This
Agreement is conditioned upon the approval of this Agreement and the
Interconnection Agreement. After execution of this Agreement, the parties shall
submit it and the applicable Interconnection Agreement to the State commission
in the State in which the Premises is located for approval, and shall defend the
Agreement and support any reasonable effort to have this Agreement so approved,
including the supplying of witnesses and testimony if a hearing is held.
2.2 Failure to Receive Approval. If this Agreement does not receive such
---------------------------
unqualified approval, this Agreement shall be void upon written notice of either
party to the other after such regulatory action becomes final and unappealable.
Thereafter Interconnector may request to begin negotiations again under 47
U.S.C. 251. Alternatively, the parties may both agree to modify this Agreement
to receive such approval, but neither shall be required to agree to any
modification. Any agreement to modify shall not waive the right of either party
to pursue any appeal of the ruling made by any reviewing regulatory commission
or to seek arbitration of any of the terms of this Agreement or any of the terms
of the Interconnection Agreement.
2.3 Preparation Prior to Regulatory Approval. At the written election of the
----------------------------------------
Interconnector, USWC shall begin preparing the Premises for the Interconnector
prior to receiving the approval required by Section 2.1 hereof. Except as
specified in the Interconnection Agreement, the evidence of such election shall
be the delivery to USWC of a letter requesting that USWC begin preparations,
payment of 50 percent of the non-recurring charge for preparing the Premises for
use by Pac-West, and the promise of Pac-West to pay the balance of the non-
recurring charges as provided in this Agreement. Payment to USWC of the
remaining non-recurring charges due under this Agreement shall be due one month
after the Interconnector's equipment is installed at the Premises,
interconnected with USWC and operational as described in Section 3.2 below.
Upon such an election, this Agreement shall become effective but only insofar as
to be applicable to Premises preparation. If the Agreement does not become
fully effective as contemplated by this Article due in any part to USWC not
fulfilling its obligation under 2.1 preceding, the Interconnector shall be
entitled to a refund of all payments made to USWC for preparation.
ARTICLE III - TERM
3.1 Commencement Date. This Agreement shall be a term agreement, beginning
-----------------
on the "Commencement Date" and ending on a date five years afterwards. The
"Commencement Date" shall be the first day after the Interconnector's equipment
becomes operational as described in Section 3.2. At the end of the term and
unless the parties agree to an extension or a superseding arrangement, this
Agreement shall automatically convert to a month-to-month Agreement.
3.2 Occupancy. Unless there are unusual circumstances, USWC will notify the
---------
Interconnector that the Premises is ready for occupancy within five (5) days
after USWC completes preparations described in Section 2.3 The Interconnector
must place operational telecommunications equipment in the Premises and connect
with USWC's network within one hundred fifty (150) days after receipt of such
notice; provided, however, that such one hundred fifty day period shall not
begin until regulatory approval is obtained under Article II and, further, that
USWC may extend beyond the one hundred fifty days upon a demonstration by the
Interconnector of a best efforts to meet that deadline and circumstances beyond
its reasonable control that prevented the Interconnector from meeting that
deadline. If the Interconnector fails to do so, this Agreement is terminated on
the thirtieth (30/th/) day after USWC provides to the Interconnector written
notice of such failure and the Interconnector does not place operational
telecommunications equipment in the Premises and connect with USWC's network by
such thirtieth day. In any such event, the Interconnector shall be liable in an
amount equal to the unpaid balance of the preparation charges due. For purposes
of this Section, the Interconnector's telecommunications equipment is considered
to be operational and interconnected when connected to USWC's network for the
purpose of providing service.
ARTICLE IV - PREMISES CHARGES
4.1 Monthly Charges. Beginning on the Commencement Date, Interconnector
---------------
shall pay to USWC monthly fees as specified in Exhibit A.
4.2 Billing. Billing for Monthly Charges shall occur on or about the 25th
-------
day of each month, with payment due thirty (30) days from the xxxx date. USWC
may change its billing date practices upon providing ninety (90) days written
notice to the Interconnector. Each USWC xxxx must identify the Premises
location by CLLI and/or address and must separately identify any non-contiguous
Premises within the Physical Collocation Site. Further, USWC must specify
separately for each Premises CLLI and/or address and for any non-contiguous
Premises each rate element individually along with the quantity purchased by the
Interconnector at that (those) Premises and the individual rate charged for each
element along with the dates for which such charges apply. USWC shall promptly
adjust Interconnector's account in each instance of misbilling identified and
demonstrated by the Interconnector.
4.3 Nonrecurring Charges.
--------------------
(a) The one-time charge for preparing the Premises for use by the
Interconnector as well as all other one-time charges associated with
the Interconnector's request shall be exactly as stated in Exhibit B.
(b) USWC will contract for and perform the procurement, construction and
preparation activities underlying the Monthly Fees and Nonrecurring
Charges, using the same or consistent practices that are used by USWC
for other construction and preparation work performed in the Physical
Collocation Site and shall make every possible effort to obtain all
necessary approvals and permits, where applicable, promptly. USWC
will obtain more than one trade subcontractor submission to the
extent available when the initial trade subcontractor bid, proposal
or quotation associated with an ICB pursuant to Exhibit B exceeds
ten-thousand dollars ($10,000.00). It is understood and agreed that
any such request for additional subcontractor submissions will likely
add to the time necessary to provide physical collocation and, for
that reason, Interconnector reserves the right to authorize USWC to
forgo such additional bids but will only do so in writing. USWC will
permit the Interconnector to inspect all supporting documents for the
Monthly Fees and Nonrecurring Charges. Any dispute regarding such
USWC charges will be subject to the dispute resolution provisions
hereof. Notwithstanding the above, the Interconnector may directly
contract with any supplier, vendor, subcontractor, or contractor that
USWC approves for such work (including but not limited to the
procurement and installation of cages) and may, at Interconnector's
election, be solely responsible for any and all payments due to such
supplier, vendor, subcontractor or contractor for such procurement,
construction and preparation activities. Where Interconnector
exercises this right, Interconnector shall pay to USWC only those
amounts associated with labor hours of USWC personnel necessary for
such USWC personnel to observe and approve such work at the Premises
within the Physical Collocation Site.
(c) Nonrecurring Charges associated with the point-of-termination bay
shall be applied to the Interconnector by USWC only where the
Interconnector requests in writing that USWC supply such point-of-
termination bay. Otherwise, the Interconnector shall be responsible
for purchasing such point-of-termination bays and for arranging their
installation by a vendor, subcontractor or contractor approved by
USWC to perform such work.
4.4 Preparation. USWC will begin preparation on execution of this Agreement
-----------
and upon receipt of written notice from Interconnector as described in Section
2.3.
4.5 Pre-Preparation Access. USWC shall permit the Interconnector to have
----------------------
access to the Premises for the purpose of inspection once physical collocation
site preparation activities have begun. Interconnector agrees to limit the
number of such inspections to three per Premises except where such inspection
exposes a non-conformance with the Interconnector's requirements as stated in
its initial request or this Agreement.
4.6 Breach Prior to Commencement Date. If the Interconnector materially
----------------------------------
breaches this Agreement by purporting to terminate this Agreement after USWC has
begun preparation of the Premises then, in addition to any other remedies that
USWC might have, the Interconnector shall be liable in the amount equal to the
non-recoverable costs less estimated net salvage. Non-recoverable costs include
the non-recoverable cost of equipment and material ordered, provided or used;
subcontractor charges paid by USWC for work performed
on behalf of Interconnector; the non-recoverable cost of installation and
removal, including the costs of equipment and material ordered, provided and
used; labor for work done on behalf of Interconnector for preparation;
transportation and any other associated costs. USWC shall provide Interconnector
with a detailed invoice showing the costs it incurred associated with
preparation. Further, at the Interconnector's election, USWC shall provide to
the Interconnector all materials that it determined to be unsalvageable. Should
the costs incurred by USWC be used for the provision of a collocation
arrangement for a third party, such costs shall be refunded to the
Interconnector.
4.7 Space Preparation Fee True-Up. For all work performed by USWC and by
-----------------------------
vendors, subcontractors and contractors hired by USWC in order to prepare the
Premises pursuant to the Interconnector's written request and pursuant to 4.3
preceding, USWC shall within ninety (90) days of the completion of the Premises
preparation work perform a true-up of all USWC, vendor, subcontractor and
contractor xxxx amounts associated with any ICB pricing performed pursuant to
Exhibit B. If the resulting total cost is less than that paid by the
Interconnector, then USWC shall within thirty (30) days refund to the
Interconnector the difference between the actual cost and the payment that the
Interconnector had previously submitted to USWC. Alternatively, if the total
cost exceeds that previously paid by the Interconnector, then the Interconnector
shall submit payment to USWC for the difference within thirty (30) days for its
receipt of the xxxx for such an amount. Nothing in either case releases USWC
from its obligation to make best-faith efforts to achieve the lowest-available
cost for the preparation work that it proves is necessary or releases USWC from
its obligation to allow the Interconnector to inspect such documents pursuant to
4.3 preceding.
ARTICLE V - INTERCONNECTION CHARGES
Charges for interconnection and collocation shall be set forth in Exhibits A
and B.
ARTICLE VI - DEMARCATION POINT
6.1 Cable Entrances. The Interconnector shall use a dielectric fiber optic
----------------
cable as a transmission medium to the Premises, or other transmission media as
it determines is necessary in order to provide services for which it has legal
and regulatory authority. The Interconnector shall be permitted at least two
(2) cable entrance routes into the Premises whenever two entrance routes are
used by USWC at that Physical Collocation Site.
6.2 Demarcation Point. USWC and the Interconnector shall designate the
-----------------
point(s) of interconnection within the Physical Collocation Site as the point(s)
of physical demarcation between the Interconnector's network and USWC's network,
with each being responsible for maintenance and other ownership obligations and
responsibilities on its side of that demarcation point. USWC and the
Interconnector anticipate that the demarcation point will be within the point-
of-termination bay which the Interconnector may elect to provide and install
pursuant to 4.3 preceding. Where no point of termination bay is elected by the
Interconnector, the point(s) of interconnection shall be specified in Exhibit D.
ARTICLE VII - USE OF PREMISES
7.1 Nature of Use. The Premises are to be used by the Interconnector for
--------------
purposes of locating equipment and facilities within USWC's Physical Collocation
Sites to connect with USWC services or facilities and other Interconnectors.
USWC shall permit Interconnector to place, maintain and operate on Premises any
equipment, pursuant to the FCC's regulations on the types of equipment required
to be collocated. Consistent with the nature of the Premises and the
environment of the Premises, the Interconnector shall not use the Premises for
office, retail, or sales purposes. No signs or marking of any kind by the
Interconnector shall be permitted on the Premises or on the grounds surrounding
the Premises.
7.2 Administrative Uses. The Interconnector may use the Premises for
--------------------
placement of equipment and facilities only. The Interconnector's employees,
agents and contractors shall be permitted access to the Premises at all
reasonable times, provided that the Interconnector's employees, agent and
contractors comply with USWC's policies and practices pertaining to fire, safety
and security. The Interconnector agrees to comply promptly with all laws,
ordinances and regulations affecting the use of the Premises. Upon the
expiration of the Agreement, the Interconnector shall surrender the Premises to
USWC in the same condition as when first occupied by the Interconnector except
for ordinary wear and tear.
7.3 Threat to Network or Facilities. Interconnector equipment or operating
--------------------------------
practices representing a significant demonstrable technical threat to USWC's
network or facilities, including the Premises, are strictly prohibited.
7.4 Interference or Impairment. Notwithstanding any other provision hereof,
---------------------------
the characteristics and methods of operation of any equipment or facilities
placed in the Premises shall not interfere with or impair service over any
facilities of USWC or the facilities of any other person or entity located in
the Physical Collocation Site; create hazards for or cause damage to those
facilities, the Premises, or the Physical Collocation Site; impair the privacy
of any communications carried in, from, or through the Physical Collocation
Site; or create hazards or cause physical harm to any individual or the public.
Any of the foregoing events would be a material breach of this Agreement if,
after USWC's submission to Interconnector of written notice of such interference
or impairment, Interconnector did not promptly work to eliminate the
interference or impairment.
7.5 Interconnection to Others. The Interconnector may directly connect to
--------------------------
other Interconnectors' facilities within the Physical Collocation Site. USWC
agrees to provide to Interconnector, upon its receipt of the Interconnector's
written request, any facilities necessary for such interconnection wherever such
facilities exist or can be made available and USWC shall provide any such
facilities pursuant to 4.3 preceding and Exhibits A and B. Further, USWC agrees
to provide to the Interconnector, upon its receipt of the Interconnector's
written request, unbundled network transmission elements at rates specified in
Exhibits A and B, and USWC will facilitate interconnection of the
Interconnector's collocation equipment to other services offered in USWC's
tariffs or other Agreements (e.g., Synchronous Service Transport service). For
the purposes of Interconnection to Others, where the other Interconnector's
Interconnection Agreement differs from this Agreement, the less restrictive
terms and conditions relating to such direct interconnection and the lower
charges identified in the two
Agreements for such direct interconnection shall apply to both Interconnectors
for all Interconnection between those two Interconnectors. Interconnector agrees
to continue to pay to USWC all applicable Monthly Charges for space, power and
for all other interconnection circuits at the Premises.
7.6 Personality and its Removal. Subject to the Article, the Interconnector
----------------------------
may place or install in or on the Premises such fixtures and equipment as it
shall deem desirable for the conduct of business. Personal property, fixtures
and equipment placed by the Interconnector in the Premises shall not become a
part of the Premises, even if nailed, screwed or otherwise fastened to the
Premises, but shall retain their status as personality and may be removed by
Interconnector at any time. Any damage caused to the Premises by the removal of
such property shall be promptly repaired by Interconnector at its expense.
7.7 Alterations In no case shall the Interconnector or any person purporting
-----------
to be acting through on or behalf of the Interconnector make any rearrangement,
modification, improvement, addition, repair, or other alteration to the Premises
or the Physical Collocation Site without the advance written permission and
direction of USWC. USWC shall make best efforts to honor any reasonable request
for a modification, improvement, addition, repair, or other alteration proposed
by the Interconnector, provided that USWC shall have the right to, for reasons
that it specifies in writing, reject or modify any such request except as
required by state or federal regulators. The cost of any such specialized
alterations shall be paid by Interconnector in accordance with the terms and
conditions identified in Article IV herein.
ARTICLE VIII - STANDARDS
8 Minimum Standards. This Agreement and the physical collocation provided
------------------
hereunder is made available subject to and in accordance with the (i) Bellcore
Network Equipment Premises System (NEBS) Generic Requirements (GR-63-CORE and
GR-1089-CORE), as may be amended at any time and from time to time, and any
successor documents, except to the extent that USWC deviates from any such
requirements for its equipment and the facilities and services that it uses and
provides or to the extent that USWC allows other Interconnectors to deviate from
any such requirements; and, (ii) any statutory and/or regulatory requirements in
effect at the execution of this Agreement or that subsequently become effective
and then when effective. The Interconnector shall strictly observe and abide by
each. USWC shall publish and provide to the Interconnector its Reference
Handbook for Collocation to provide Interconnector with guidelines and USWC's
standard operating practices for collocation. USWC agrees that the material
terms and conditions of collocation are not contained in such a technical
publication, nor can USWC change the terms and conditions of this Agreement by
changing that technical publication; however, any revision made to address
situations potentially harmful to USWC's network or the Premises or Physical
Collocation Site, or to comply with statutory and/or regulatory requirements
shall become effective immediately and the Interconnector agrees to take steps
to comply with such revisions immediately upon its receipt of USWC's written
notification of the change.
ARTICLE IX - RESPONSIBILITIES OF THE INTERCONNECTOR AND USWC
9.1 Contact Number. The Interconnector and USWC are responsible for
---------------
providing to each other personnel contact numbers for their respective technical
personnel who are readily accessible 24 hours a day, 7 days a week, 365 days a
year.
9.2 Trouble Status Reports. The Interconnector is responsible for promptly
-----------------------
providing trouble report status when requested by USWC. Likewise, USWC is
responsible for promptly providing trouble report status when requested by
Interconnector.
9.3 Cable Extension. The Interconnector is responsible for bringing its
----------------
cable to entrance manhole(s) or other appropriate sites designated by USWC
(e.g., utility poles or controlled environmental vaults), and for leaving
sufficient cable length in order for USWC to fully extend the Interconnector-
provided cable to the Premises. In the alternative, at the Interconnector's
option, USWC shall provide interconnection facilities, i.e., unbundled network
transmission elements, from an Interconnector-designated location (e.g., the
Interconnector's Node) to the Premises within the Physical Collocation Site.
Nothing in this paragraph shall preclude the Interconnector from obtaining
unbundled network transmission elements from USWC at any Premises within a
Physical Collocation Site for primary or redundant interconnection.
9.4 Regeneration. Regeneration on intra-building connections will be
-------------
provided by USWC, when requested. The price for regeneration shall be pursuant
to Exhibit B.
9.5 Removal. The Interconnector is responsible for removing any equipment,
--------
property or other items that it brings into the Premises or any other part of
the Physical Collocation Site. If the Interconnector fails to remove any
equipment, property, or other items from the Premises or Physical Collocation
Site within thirty (30) days after discontinuance of use, USWC may perform the
removal and may charge the Interconnector for any materials used in any such
removal, and the time spent on such removal at the then-applicable hourly rate
for administrative work pursuant to the TA96 factor approach identified on
Exhibit B.
9.6 Interconnector's Equipment and Facilities. The Interconnector is solely
------------------------------------------
responsible for the design, engineering, testing, performance, and maintenance
of the equipment and facilities used by the Interconnector in the Premises. The
Interconnector will be responsible for servicing, supplying, repairing,
installing and maintaining the following facilities within the Premises:
(a) its cable(s);
(b) its equipment;
(c) required point of termination cross connects;
(d) point of termination maintenance, including replacement fuses and circuit
breaker restoration, to the extent that such fuses and circuit breakers are not
controlled by USWC and only if and as required; and
(e) the connection cable and associated equipment which may be required
within the Premises to the point(s) of interconnection. USWC does not assume any
such responsibility unless contracted to perform such work on behalf of the
Interconnector.
9.7 Verbal Notifications Required. The Interconnector is responsible for
------------------------------
immediate verbal notification to USWC of significant outages or operations
problems which could impact or degrade USWC's network, switches, or services,
and for providing an estimated clearing time for restoration. In addition,
written notification must be provided within twenty-four (24) hours. Likewise,
USWC is responsible for providing immediate verbal notification to the
Interconnector of problems with USWC's network or operations which could impact
or degrade Interconnector's network, switches, or services, and provide an
estimated clearing time for restoration. Further, USWC shall provide written
notification to Interconnector within the same twenty-four (24) hour interval.
For the purposes of this paragraph, written notification may be given by
electronic mail so long as the notifying party provide the required verbal
notification to the other.
9.8 Service Coordination. The Interconnector is responsible for coordinating
---------------------
with USWC to ensure that services are installed in accordance with the service
request. Likewise, USWC is obligated to coordinate with Interconnector to
ensure the services are installed in accordance with the service request and
fulfill the service request in a timely, effective manner.
9.9 Testing. The Interconnector is responsible for testing, to identify and
--------
clear a trouble when the trouble has been isolated to an Interconnector-provided
facility or piece of equipment. If USWC testing is also required, it will be
promptly provided as part of its obligation to provide to Interconnector network
interconnection.
ARTICLE X - QUIET ENJOYMENT
Subject to the other provisions hereof, USWC covenants that it has full right
and authority to permit the use of the Premises by the Interconnector and that,
so long as the Interconnector performs all of its obligations herein, the
Interconnector may peaceably and quietly enjoy the Premises during the term
hereof.
ARTICLE XI - ASSIGNMENT
The Interconnector shall not assign or otherwise transfer this Agreement,
neither in whole nor in part, or permit the use of any part of the Premises by
any other person or entity, without the prior written consent of USWC. Any
purported assignment or transfer made without such consent may be made void by
USWC at its option.
ARTICLE XII - CASUALTY LOSS
12.1 Damage to Premises. If the Premises are damaged by fire or other
-------------------
casualty, and
(i) the Premises are not rendered untenantable in whole or in part, USWC
shall repair the same at its expense (as hereafter limited) and the
Monthly Charges shall not be abated, or
(ii) the Premises are rendered untenantable in whole or in part and such
damage or destruction can be repaired within ninety (90) days, USWC
has the option to repair the Premises at its expense (as hereafter
limited) and all Monthly Charges
shall be proportionately abated while Interconnector was deprived of
the use and the interconnection. If the Premises cannot be repaired
within ninety (90) days, or USWC opts not to rebuild, then this
Agreement shall (upon notice to the Interconnector within thirty (30)
days following such occurrence) terminate as of the date of such
damage. However, USWC must provide to Interconnector comparable
substitute interconnection and collocation arrangements at another
mutually-agreeable Physical Collocation Site without penalty or
nonrecurring charges assessed against the Interconnector.
Any obligation on the part of USWC to repair the Premises shall be limited to
repairing, restoring and rebuilding the Premises as originally prepared for the
Interconnector and shall not include any obligation to repair, restore, rebuild
or replace any alterations or improvements made by the Interconnector or by USWC
on request of the Interconnector; or any fixture or other equipment installed in
the Premises by the Interconnector or by USWC on request of the Interconnector.
12.2 Damage to Premises. In the event that the Premises shall be so damaged
-------------------
by fire or other casualty that closing, demolition or substantial alteration or
reconstruction thereof shall, in USWC's opinion, be advisable, then,
notwithstanding that the Premises may be unaffected thereby, USWC, at its
option, may terminate this Agreement by giving the Interconnector ten (10) days
prior written notice within thirty (30) days following the date of such
occurrence.
ARTICLE XIII - LIMITATION OF LIABILITY
14.1 Limitation. With respect to any claim or suit for damages arising in
-----------
connection with the mistakes, omissions, interruptions, delays or errors, or
defects in transmission occurring in the course of furnishing service hereunder,
the liability of USWC, if any shall be as described in the Interconnection
Agreement in effect between the parties.
Each party shall be indemnified and held harmless by the other against claims
and damages by any third party arising from provision of the other party's
services or equipment except those claims and damages directly associated with
the provision of services to the other party which are governed by the
provisioning party's applicable tariffs.
Neither party shall have any liability whatsoever to the customers of the
other party for claims arising from the provision of the other party's service
to its customers, including claims for interruption of service, quality of
service or billing disputes.
The liability of either party for its willful misconduct, if any, is not
limited by this Agreement.
14.2 Third Parties. The Interconnector acknowledges and understands that
--------------
USWC may provide space in or access to the Physical Collocation Site to other
persons or entities ("Others"), which may include competitors of the
Interconnector; that such space may be close to the Premises, possibly including
space adjacent to the Premises and/or with access to the outside of the
Premises; and that any in-place optional cage around the Premises is a permeable
boundary that will not prevent the Others from observing or even damaging the
Interconnector's equipment and facilities. In addition to any other applicable
limitation, USWC
shall have no liability with respect to any action or omission by any Other,
except in instances involving negligence or willful actions by USWC or its
agents or employees. The Interconnector shall save and hold USWC harmless from
any and all costs, expenses, and claims associated with any such acts or
omission by any Other.
ARTICLE XIV - SERVICES, UTILITIES, MAINTENANCE AND FACILITIES
16.1 Operating Services. USWC, at its sole cost and expense, shall maintain
-------------------
for the Physical Collocation Site customary Premises services, utilities
(excluding telephone facilities), including janitor and, where applicable,
elevator services, 24 hours a day, 365 days a year. The Interconnector shall be
permitted to have a single-line business telephone service for the Premises
subject to applicable USWC tariffs.
16.2 Utilities. USWC will provide negative DC and AC power, back-up power,
----------
heat, air conditioning and other environmental support necessary for the
Interconnector's equipment, in the same manner that it provides such support
items for its own equipment within that Premises.
16.3 Maintenance. USWC shall maintain the exterior of the Premises and
------------
grounds, and all entrances, stairways, passageways, and exits used by the
Interconnector to access the Premises.
16.4 Legal Requirements. USWC agrees to make, at its expense, all changes
-------------------
and additions to the Premises required by laws, ordinances, orders or
regulations of any municipality, county, state or other public authority
including the furnishing of required sanitary facilities and fire protection
facilities.
ARTICLE XV - DISPUTE RESOLUTION
For disputes arising out of this Agreement, the parties agree that they will
follow the procedures as set forth in Section XXXIV of the Interconnection
Agreement executed between the parties.
ARTICLE XVI - SUCCESSORS BOUND
Without limiting Article XI hereof, the conditions and agreements contained
herein shall bind and inure to the benefit of USWC, the Interconnector and their
respective successors and, except as otherwise provided herein, assigns.
ARTICLE XVII - CONFLICT OF INTEREST
The Interconnector represents that no employee or agent of USWC has been or
will be employed, retained, paid a fee, or otherwise has received or will
receive any personal compensation or consideration from the Interconnector, or
any of the Interconnector's employees or agents in connection with the arranging
or negotiation of this Agreement or associated documents. USWC represents that
no employee or agent of the Interconnector has been or will be employed,
retained, paid a fee, or otherwise has received or will receive any
personal compensation or consideration from USWC, or any of USWC's employees or
agents in connection with the arranging or negotiation of this Agreement or
associated documents.
ARTICLE XVIII - NON-EXCLUSIVE REMEDIES
No remedy herein conferred upon is intended to be exclusive of any other
remedy in equity, provided by law, or otherwise, but each shall be in addition
to every other such remedy.
ARTICLE XIX - NOTICES
Except as may be specifically permitted in this Agreement, any notice, demand,
or payment required or desired to be given by on party to the other shall be in
writing and shall be valid and sufficient if dispatched by registered or
certified mail, return receipt requested, postage prepaid, in the United States
mail, or via professional overnight courier, or by facsimile transmission;
provided, however, that notices sent by such registered or certified mail shall
be effective on the third business day after mailing and those sent by facsimile
transmission shall only be effective on the date transmitted if such notice is
also sent by such registered or certified mail no later than the next business
day after transmission, all addressed as follows:
If to USWC:
______________________________
______________________________
______________________________
______________________________
If to the Interconnector:
______________________________
______________________________
______________________________
______________________________
Either party hereto may change its address by written notice given to the other
party hereto in the manner set forth above.
ARTICLE XX - COMPLIANCE WITH LAWS
The Interconnector and all persons acting through or on behalf of the
Interconnector shall comply with the provisions of the Fair Labor Standards Act,
the Occupational Safety and Health Act, and all other applicable federal, state,
county, and local laws, ordinances, regulations and codes (including
identification and procurement of required permits, certificates, approvals and
inspections) in its performance hereunder.
ARTICLE XXI - INSURANCE
Interconnector agrees to maintain, at Interconnector's expense during the
entire time that Interconnector and its equipment occupies Premises: (i)
General Liability Insurance in an amount not less than one million dollars
($1,000,000.00) per occurrence for bodily injury or property damage, (ii)
Employer's Liability in an amount not less than five hundred thousand
dollars ($500,000.00) per occurrence, (iii) Worker's Compensation in an amount
not less than that prescribed by statutory limits, and (iv) Umbrella/Excess
Liability coverage in an amount of five million dollars ($5,000,000.00) excess
of coverage specified above.
Each policy shall be underwritten by an insurance company having a BEST
insurance rating of B+VII or better, and which is authorized to do business in
the jurisdiction in which the Premises is located.
Interconnector shall furnish USWC with certificates of insurance which
evidence the minimum levels of insurance set forth herein and which name USWC as
an additional insured. The Interconnector shall arrange for USWC to receive at
least thirty (30) days advance written notice from the Interconnector's
insurance companies of cancellation and shall notify USWC in writing to achieve
its approval should the Interconnector later elect to self-insure.
ARTICLE XXII - US WEST'S RIGHT OF ACCESS
USWC, its agents, employees, and other USWC-authorized persons shall have the
right to enter the Premises at any reasonable time to examine its conditions,
make repairs required to be made by USWC hereunder, and for any other purpose
determined to be necessary by USWC in complying with the terms of this Agreement
and providing telecommunications services at the Physical Collocation Site.
USWC may access the Premises at any time for purposes of averting any threat of
harm imposed by the Interconnector or its equipment or facilities upon the
operation of USWC equipment, facilities and/or personnel located outside of the
Premises. If routine inspections are required, they shall be conducted at a
mutually agreeable time. USWC agrees to minimize and to limit any and all
instances in which access by its employees, agents or other persons whom it
authorizes takes place and agrees not to allow any party which is suspected of
any previous instance of wrongdoing of any kind or who has been subject to any
form of discipline by USWC at any time in the past to enter Premises. USWC
will, in all instances, provide to Interconnector written notification of its
access to Premises any time that such access occurs without advance notice to
the Interconnector and such written notification shall contain a brief
explanation of the reason for such access as well as the name(s) and title(s) of
such persons and USWC shall provide to Interconnector such written notice within
twenty-four (24) hours of the time when such access took place.
ARTICLE XXIII - OTHER COLLOCATION AGREEMENTS
The parties agree that the provisions of Section 252(i) of the Act
shall apply, including state and federal interpretive regulations in
effect from time to time.
ARTICLE XXIV - MISCELLANEOUS
27.1 Exhibits. The following Exhibits are attached hereto and made part
---------
hereof:
Exhibit A, The Schedule of All Interstate and Intrastate Monthly Recurring
---------------------------------------------------------------
Charges
--------
Exhibit B, The Schedule of All Interstate and Intrastate Nonrecurring Charges
-------------------------------------------------------------------
Exhibit C, Working Drawings and Specifications Entitled
--------------------------------------------
Exhibit D, Point of Interconnection
------------------------
27.2 Variations. In the event of variation or discrepancy between any
-----------
duplicate originals hereof, including exhibits, the original Agreement shall
control.
27.3 Governing Law. This Agreement shall be governed by the laws of the
--------------
State in which the Premises are located, without regard to the choice of law
principles thereof.
27.4 Joint and Several. If Interconnector constitutes more than one person,
------------------
partnership, corporation, or other legal entities, the obligation of all such
entities under this Agreement is joint and several.
27.5 Future Negotiations. USWC may refuse requests for additional space at
--------------------
the Physical Collocation Site or in any other USWC site if the Interconnector is
in material breach of this Agreement. In such event, the Interconnector hereby
releases and shall hold USWC harmless
27.6 Severability. With the exception of the requirements, obligations, and
-------------
rights set forth in Article II hereof, if any of the provisions hereof are
otherwise deemed invalid, such invalidity shall not invalidate the entire
Agreement, but rather the entire Agreement shall be construed as if not
containing the particular invalid provision(s), and the rights and obligations
of USWC and the Interconnector shall be construed accordingly.
27.7 Paragraph Headings and Article Numbers. The headings of the articles
---------------------------------------
paragraphs herein are inserted for convenience only and are not intended to
affect the meaning or interpretation of this agreement.
27.8 Entire Agreement. Recognizing that this Agreement is component of a
-----------------
Interconnection Agreement, this Agreement with the attached schedules and
exhibits, and referenced documentation and materials attached hereto set forth
the entire understanding of the parties with respect to physical collocation and
supersedes all prior agreements, arrangements and understandings relating to
this subject matter and may not be changed except in writing by the parties. No
representation, promise, inducement or statement of intention has been made by
either party which is not embodied herein, and there are no other oral or
written understandings or agreements between the parties relating to the subject
matter hereof except as may be referenced herein.
27.9 No Third Party Beneficiaries. Nothing in this Agreement is intended,
-----------------------------
nor shall be deemed, to confer any rights or remedies upon any person or legal
entity not a party hereto.
27.10 Binding Effect. (a) This Agreement is binding upon the parties
---------------
hereto, their respective executors, administrators, heirs, assigns and
successors in interest; (b) all obligations by either party which expressly or
by their nature survive the expiration or termination of this Agreement shall
continue in full force and effect subsequent to and notwithstanding its
expiration or termination and until they are satisfied in full or by their
nature.
27.11 Force Majeure. Neither party shall be liable for any delay or failure
--------------
in performance of any part of this Agreement from any cause beyond its control
and without its
fault or negligence including, without limitation, acts of nature, acts of civil
or military authority, government regulations, embargoes, epidemics, terrorist
acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents,
floods, work stoppages, equipment failure, cable cuts, power blackouts, volcanic
action, other major environmental disturbances, unusually-severe weather
conditions, inability to secure products or services of other persons or
transportation facilities or acts or omissions of transportation carriers
(collectively, a "Force Majeure Condition"). If any Force Majeure Condition
occurs, the party delayed or unable to perform shall give prompt notice to the
other party and shall take all reasonable steps to correct the force Majeure
Condition. During the pendancy of such Condition, the duties of the parties
under this agreement affected by the Force Majeure Condition shall be abated and
shall resume without liability thereafter.
IN WITNESS WHEREOF, the duly authorized representatives of the parties have
executed and delivered this Agreement as of the day and year first above
written.
US WEST COMMUNICATIONS:
By:________________________________
Title:_____________________________
INTERCONNECTOR:
By:________________________________
Title:_____________________________
Exhibit A
The Schedule of All Interstate and Intrastate Monthly Recurring Charges
-----------------------------------------------------------------------
To be provided by the Parties
-----------------------------
Exhibit B
The Schedule of All Interstate and Intrastate Nonrecurring Charges
------------------------------------------------------------------
To be provided by the Parties
-----------------------------
Exhibit C
Working Drawings and Specifications Entitled
--------------------------------------------
To be provided by the Parties
-----------------------------
Exhibit D
Point of Interconnection
------------------------
To be provided by the Parties
-----------------------------