AGREEMENT
This agreement IS MADE BY AND BETWEEN BellSouth Telecommunications,
Inc. ("BellSoiuth"), a Georgia corporation, and Colmena Corporation ("Colmena"),
a Delaware corporation, and shall be deemed effective as of November 22, 1999.
This Agreement may refer to either BellSouth or Colmena or both as a "Party" or
"Parties."
W I T N E S S E T H
WHEREAS, BellSouth is a local exchange telecommunications company
authorized to provide telecommunications services in the states of Alabama,
Florida, Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South
Carolina and Tennessee; and
WHEREAS, Colmena is or seeks to become an alternative local exchange
telecommunications company ("CLEC") authorized to provide telecommunications
services in the states of Alabama, Florida, Georgia, Kentucky, Louisiana,
Mississippi, North Carolina, South Carolina, and Tennessee; and
WHEREAS, upon the execution of this Resale Agreement between Colmena
and BellSouth, the agreement between Business Technology Systems and BellSouth,
dated October 8, 1997, will become null and void in its entirety having been
superceded by the execution of this newly negotiated agreement between the
Parties; and
WHEREAS, the Parties wish to resell BellSouth's telecommunications
services and/or interconnect their facilities, purchase network elements and
other services, and exchange traffic specifically for the purposes of fulfilling
their obligations pursuant to sections 251 and 252 of the Telecommunications Act
of 1996 ("the Act").
NOW THEREFORE, in consideration of the mutual agreements contained
herein BellSouth and Colmena agree as follows:
1. Purpose
The Parties agree that the rates, terms and conditions contained
within this Agreement, including all Attachments, comply and conform
with each Parties' obligations under sections 251 and 252 or the Act.
The resale, access and interconnection obligations contained herein
enable Colmena to provide competing telephone exchange service to
residential and business subscribers within the territory of
BellSouth. The Parties agree that Colmena will not be considered to
have offered telecommunications services to the public in any state
within BellSouth's region until such time as it has ordered services
for resale or interconnection facilities for the purposes of providing
business and/or residential local exchange service to customers
General Terms and Conditions - Part A
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2. Term of Agreement
2.1 The term of this Agreement shall be two years, beginning November
22, 1999, and shall apply to the state(s) of Alabama, Florida,
Georgia, Kentucky, Louisiana, Mississippi, North Carolina, South
Carolina, and Tennessee. If as of the expiration of this Agreement, a
Subsequent Agreement (as defined in Section 2.2) below) has not been
executed by the Parties, this Agreement shall continue on a
month-to-month basic while a Subsequent Agreement is being negotiated.
The Parties' rights and obligations with respect to this Agreement
after expiration shall be as set forth in Section 2.4 below.
2.2 The Parties agree that by no later than one hundred and eighty
(180) days prior to the expiration of this Agreement, they shall
commence negotiations with regard to the terms, conditions and prices
of resale and/or local interconnection to be effective beginning on
the expiration date of this Agreement ("Subsequent Agreement").
2.3 If, within one hundred and thirty-five (135) days of commencing
the negotiation referred to in Section 2.2 above, the Parties are
unable to satisfactorily negotiate new resale and/or local
interconnection terms, conditions and prices, either Party may
petition the Commission to establish appropriate local interconnection
and/or resale arrangements pursuant to 47 U.S.C. 151. The Parties
agree that, in such event, they shall encourage the Commission to
issue its order regarding the appropriate local interconnection and/or
resale arrangements no later than the expiration date of this
Agreement. The Parties further agree that in the event the Commission
does not issue its order to the expiration date of this Agreement, oir
if the Parties continue beyond the expiration date of this Agreement
to negotiate the local interconnection and/or resale arrangements
without Commission intervention, the terms, conditions and prices
ultimately ordered by the Commission, or negotiated by the Parties,
will be effective retroactive to the day following the expiration date
of this Agreement.
2.4 Notwithstanding the foregoing, in the event that as of the date
of expiration of this Agreement and conversion of this Agreement to a
month-to-month term, the Parties have not entered into a Subsequent
Agreement and either no arbitration proceeding has been filed in
accordance with Section 2.3 above , or the Parties have not mutually
agreed (where permissible) to extend the arbitration window for
petitioning the applicable Commission(s) for resolution of those terms
upon which the Parties have not agreed,then either Party may terminate
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this Agreement upon sixty (60) days notice to the other Party. In the
event that BellSouth terminates this Agreement as provided above,
BellSouth shall continue to offer services to Colmena pursuant to the
terms, conditions and rates set forth in BellSouth's Statement of
Generally Available Terms (SGAT) to the extent an SGAT has been
approved by the applicable Commission(s). If any state Commission has
not approved a BellSouth SGAT, then upon BellSouth's termination of
this Agreement as provided herein, BellSouth will continue to provide
services to Colmena pursuant to BellSouth's then current standard
interconnection agreement. In the event that the SGAT or BellSouth's
standard interconnection agreement becomes effective as between the
Parties, the Parties may continue to negotiate a Subsequent Agreement,
and the terms of such Subsequent Agreements shall be effective
retroactive to the day following expiration of this Agreement.
3. Ordering Procedures
3.1 Colmena shall provide BellSouth its Carrier Identification Code
(CIC), Operating Company Number (OCN), Group Access Code (GAC) and
Access Customer Name and Address (ACNA) code as applicable prior to
placing its first order.
3.2 The Parties agree to adhere to the BellSouth Local
Interconnection and Facility Based Ordering Guide and Resale Ordering
Guide, as appropriate for the services ordered.
3.3 Colmena shall pay charges for Operational Support Systems (OSS)
as set forth in this Agreement in Attachment 1 and/or in Attachment 2,
3, 5 and 7 as applicable.
4. Parity
When Colmena purchases, pursuant to Attachment 1 of this Agreement
telecommunications services from BellSouth for the purpose of resale
to end users, BellSouth shall provide said services so that the
services are equal in quality, subject to the same conditions, and
provided within the same provisioning time intervals that BellSouth
provides to its affiliates, subsidiaries and end users. To the extent
technically feasible, the quality of a Network Element, as well as the
quality of the access to such Network Element provided by BellSouth to
Colmena shall be at least equal in quality to that which BellSouth
provides to itself. The quality of the interconnection between the
networks of BellSouth and the network of Colmena shall be at a level
that is equal to that which BellSouth provides itself, a subsidiary,
an Affiliate, or any other party. The interconnection facilities shall
be designed to meet the same technical criteria and service standards
that are used within BellSouth's network and shall extend to a
consideration of service quality as perceived by end users and service
quality as perceived by Colmena.
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5. White Pages Listings
BellSouth shall provide Colmena and their customers access to white
pages directory listings under the following terms:
5.1 Listings. Colmena shall provide all new, changed and deleted
listings on a timely basis and BellSouth or its agent will include
Colmena residential and business customer listings in the appropriate
White Pages (residential and business) or alphabetical directories.
Directory listings will make no distinction between Colmena and
BellSouth subscribers.
5.2 Rates. Subscriber primary listing information in the White Pages
shall be provided at no charge to Colmena or its subscribers and
Colmena will provide subscriber listing information to BellSouth at no
charge.
5.3 Procedures for Submitting Colmena Subscriber Information.
BellSouth will provide to Colmena a magnetic tape or computer disk
containing the proper format for submitting subscriber listings.
Colmena will be required to provide BellSouth with directory listings
and daily updates to those listings, including new, changed, and
deleted listings, on a magnetic tape, computer disk, or other mutually
agreed upon means. These procedures are detailed in BellSouth's Local
Interconnection and Facility Based Ordering Guide.
5.4 Unlisted/Non-Published Subscribers. Colmena will be required to
provide to BellSouth the names, addresses and telephone numbers of all
Colmena customers that wish to be omitted from directories.
5.5 Inclusion of Colmena Customers in Directory Assistance Database.
BellSouth will include and maintain Colmena subscriber listings in
BellSouth's Directory Asistance databases at no charge and Colmena
shall provide such Directory Assistance listings at no charge.
BellSouth and Colmena will formulate appropriate procedures regarding
lead time, timeliness, format and content of listing information.
5.6 Listing Information Confidentiality. BellSouth will accord
Colmena's directory listing information the same level of
confidentiality that BellSouth accords its own directory listing
information, and BellSouth shall limit access to Colmena's customer
proprietary confidential directory information to those BellSouth
employees who are involved in the preparation of listings.
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5.7 Optional Listings. Additional listings and optional listings will
be offered by BellSouth at tariffed rates as set forth in the General
Subscriber Services Tariff.
5.8 Delivery. BellSouth or its agent shall deliver White Pages
directories to Colmena subscribers at no charge.
6. Bona Fide Request/New Business Request Process for Further Unbundling
If Colmena is a facilities based provider or a facilities based and
resale provider, this section shall apply. BellSouth shall, upon
request of Colmena, provide to Colmena access to its network elements
at any technically feasible point for the provision of Colmena's
telecommunications service where such access is necessary and failure
to provide access would impair the ability of Colmena to provide
services that it seeks to offer. Any request by Colmena for access to
a network element, interconnection option, or for the provisioning of
any service or product that is not already available shall be treated
as a Bona Fide Request/New Business Request, and shall be submitted to
BellSouth pursuant to the Bona Fide Request./New Business Request
process set forth following.
6.1 A Bona Fide Request/New Business Request shall be submitted in
writing to Colmena's Account Manager by Colmena and shall specifically
identify the requested service date, technical requirements, space
requirements and/or such specifications that clearly define the
request such that BellSouth has sufficient information to analyze and
prepare a response. Such a request also shall include Colmena's
designation of the request as being 9i) pursuant to the
Telecommunications Act of 1966 or (ii) pursuant to the needs of the
business.
7. Court Ordered Requests for Call Detail Records and Other Subscriber
Information
To the extent technically feasible, BellSouth maintains call detail
records for Colmena end users for limited time periods and can respond
to subpoenas and court ordered requests for this information.
BellSouth shall maintain such information for Colmena end users for
the same length of time it maintains such information for its own end
users.
7.1 Colmena agrees that BellSouth will respond to subpoenas and court
ordered requests delivered directly to BellSouth for the purpose of
providing call detail records when the targeted telephone numbers
belong to Colmena end users. Billing for such requests will be
generated by BellSouth and directed to the law enforcement agency
initiating the request.
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7.2 Colmena agrees that in cases where Colmena received subpoenas or
court ordered requests for call detail records for targeted telephone
numbers belonging to Colmena end users, Colmena will advise the law
enforcement agency initiating the request to redirect the subpoena or
court ordered request to BellSouth. Billing for call detail
information will be generated by BellSouth and directed to the law
enforcement agency initiating the request.
7.3 In cases where the timing of the response to the law enforcement
agency prohibits Colmena from having the subpoena or court ordered
request redirected to BellSouth by the law enforcement agency, Colmena
will furnish the official request to BellSouth for providing the call
detail information. BellSouth will provide the call detail records to
Colmena and bill Colmena for the information, Colmena agrees to
reimburse BellSouth for the call detail information provided.
7.4 Colmena will provide Colmena end user and/or other customer
information that is available to Colmena in response to subpoenas and
court orders for their own customer records. BellSouth will redirect
subpoenas and court ordered requests for Colmena end user and/or other
customer information to Colmena for the purpose of providing this
information to the law enforcement agency.
8. Liability and Indemnification
8.1 BellSouth Liability. BellSouth shall take financial
responsibility for its own actions in causing, or its lack of action
in preventing, unbillable or uncollectible Colmena revenues.
8.2 Colmena Liability. In the event that Colmena consists of two (2)
or more separate entities as set forth in the preamble to this
Agreement, all such entities shall be jointly and severally liable for
the obligations of Colmena under this Agreement.
8.3 Liability for Acts or Omissions of Third Parties. Neither
BellSouth nor Colmena shall be liable for any act or omission of
another telecommunications company providing a portion of the services
provided under this Agreement.
8.4 Limitation of Liability.
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8.4.1 Each Party's liability to the other for any loss, cost,
claim, injury or liability or expense, including reasonable
attorney's fees 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 a credit for the
actual cost of the services or functions not performed or
improperly performed.
8.4.2 Limitations in Tariffs. A Party may, in its sole
discretion, provide in its tariffs and contracts with its
Customer and third parties that relate to any service,
product or function provided or contemplated under this
Agreement, that to the maximum extent permitted by
Applicable Law, such Party shall not be liable to Customer
or third Party for (i) any Loss relating to or arising out
of this Agreement, whether in contract, tort or otherwise,
that exceeds the amount such Party would have charged that
applicable person for the service, product or function that
gave rise to such Loss and (ii) Consequential Damages. To
the extent that a Party elects not to place its tariffs or
contracts such limitations of liability, and the other Party
incurs a Loss as a result thereof, such Party shall
indemnify and reimburse the other Party for that portion of
the Loss that would have been limited had the first Party
included in its tariffs and contracts the limitations of
liability that such other Party included in its own tariffs
at the time of such Loss.
8.4.3 Neither BellSouth nor Colmnena shall be liable for
damages to the other's terminal location. POI or other
company's customers' premises resulting from the furnishing
of a service, including, but not limited to, the
installation and removal of equipment or associated wiring,
except to the extent caused by a company's negligence or
willful misconduct or by a company's failure to properly
ground a local loop after disconnection.
8.4.4 Under no circumstances shall a Party be responsible or
liable for indirect, incidental, or consequential damages,
including, but not limited to, economic loss or loss
business or profits, damages arising from the use or
performance of equipment or software, or the loss of use of
software or equipment, or accessories attached thereto,
delay, error, or loss of data. In connection with this
limitation of liability, each Party recognizes that the
other Party may, from time to time, provide advice, make
recommendations, or supply other analyses related to the
Services, or facilities described in this Agreement, and,
while each Party shall use diligent efforts in this regard,
the Parties acknowledge and agree that this limitation of
liability shall apply to provision of such advice,
recommendations, and analyses.
8.5 Indemnification for Certain Claims. The Party providing
services hereunder, its affiliates and its parent company, shall
be indemnified, defended and held harmless by the Party receiving
services hereunder against any claim, loss or damage arising from
the receiving company's use of the services provided under this
Agreement pertaining to (1) claims for libel, slander or invasion
of privacy arising from the content of the receiving company's
own communications, or (2) any claim, loss or damage claimed by
the customer of the Party receiving services arising from such
company's use or reliance on the providing company's services,
actions, duties, or obligations arising out of this Agreement.
General Terms and Conditions - Part A
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8.6 Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED TO THE CONTRARY IN
THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES
TO THE OTHER PARTY CONCERNING THE SPECIFIC QUALITY OF ANY SERVICES, OR
FACILITIES PROVIDED UNDER THIS AGREEMENT. THE PARTIES DISCLAIM,
WITHOUT LIMITATION, ANY WARRANTY OR GUARANTEE OR MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, ARISING FROM COURSE OF PERFORMANCE,
COURSE OF DEALING , OR FROM USAGES OF TRADE.
9. Intellectual Property Rights and Indemnification
9.1 No License. No patent, copyright, trademark or other proprietary
right is licensed, granted or otherwise transferred by this Agreement.
Colmena is strictly prohibited from any use, including but not limited
to in sales, in marketing or advertising or telecommunications
services, of any BellSouth name, service mark or trademark.
9.2 Ownership of Intellectual Property. Any intellectual property
which originates from or is developed by a Party shall remain in the
exclusive ownership of that Party. Except for a limited license to use
patents or equipment (including software) or to receive any service
solely as provided under this Agreement, no license in patent,
copyright, trademark or trade secret, or other proprietary or
intellectual property right now or hereafter owned, controlled or
licensable by a Party, is granted to the other Party shall be implied
or arise by estoppel. It is the responsibility of each Party to ensure
at no additional cost to the other Party that it has obtained any
necessary licenses in relation to intellectual property of third
Parties used in its network that may be required to enable the other
Party to use any facilities or equipment (including software), to
receive any service, or to perform its respective obligations under
this Agreement.
9.3 Indemnification. The Party providing a service pursuant to this
Agreement will defend the Party receiving such service or data
provided as a result of such service against claims of infringement
arising solely from the use by the receiving Party of such service and
will indemnify the receiving Party of any damages awarded based solely
on such claims in accordance with Section 8 of this Agreement.
General Terms and Conditions - Part A
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9.4 Claim of Infringement. In the event that use of any facilities or
equipment (including software), becomes, or in reasonable judgement of
the Party who owns the affected network is likely to become, the
suject of a claim, action, suit, or proceeding based on intellectual
property infringement, then said Party shall promptly and at its sole
expense, but subject to the limitations of liability set forth below.
9.4.1 modify or replace the applicable facilities or
equipment (including software) while maintaining form and
function, or
9.4.2 obtain a license sufficient to allow such use to
continue.
9.4.3 In the event 9.4.1 or 9.4.2 are commercially
unreasonable, then said Party may, terminate, upon
reasonable notice, this contract woith respect to use of, or
services provided through use of, the affected facilities or
equipment (including software), but solely to the extent
required to avoid the infringement claim.
9.5 Exception to Obligations. Neither Party's obligations under this
Section shall apply to the extent the infringement is caused by: (i)
modification of the facilities or equipment (including software) by
the indemnitee; (ii) use by the indemnitee of the facilities or
equipment (including software) in combination with equipment or
facilities (including software) not provided or authorized by the
indemnitor provided the facilities or equipment (including software)
would not be infringing if used alone; (iii) conformance to
specifications of the indemnitee which would necessarily result in
infringement; or (iv) continued use by the indemnitee of the affected
facilities or equipment (including software) after being placed on
notice to discontinue use as set forth herein.
9.6 Exclusive Remedy. The foregoing shall constitute the Parties'
sole and exclusive remedies and obligations with respect to a third
party claim of intellectual property infringement arising out of the
conduct of business under this Agreement.
10. Treatment of Proprietary and Confidential Information
10.1 Confidential Information. It may be necessary for BellSouth and
Colmena to provide each other with certain confidential information,
including trade secret information, including but limited to,
technical and business plans, technical information, proposals,
specifications, drawings, procedures, customer account data, call
detail records and like information (hereinafter collectively referred
to as ("information"). All Information shall be in writing or other
tangible form and clearly marked with a confidential, private or
proprietary legend and that the Information will be returned to the
owner within a reasonable time. The Information shall not be copied or
reproduced in any form. BellSouth and Colmena shall receive such
General terms and Conditions - Part A
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Information and not disclose such Information. BellSouth and Colmena
shall protect the Information received from distribution, disclosure
or dissemination to anyone except employees of BellSouth and Colmena
with a need to know such Information and which employees agree to be
bound by the terms of this Section. BellSouth and Colmena will use the
same standard of care to protect Information received as they would
use to protect their own confidential and proprietary Information.
10.2 Exception to Obligations. Notwithstanding the foregoing, there
will be no obligation on BellSouth or Colmena to protect any portion
of the Information that is: (1) made publicly available by the owner
of the Information or lawfully disclosed by a Party other than
BellSouth or Colmena; (2) lawfully obtained from any source other than
te owner of the Information; or (3) previously known to the receiving
Party without an obligation to keep it confidential.
11. Assignments
Any assignment by either Party to any non-affiliated entity of any
right, obligation or duty, or of any other interest hereunder, in
whole or in part, without the prior written consent of the other Party
shall be void. A Party may assign this Agreement or any right,
obligation, duty or other interest hereunder to an Affiliate company
of the Party without the consent of the other Party. All obligations
and duties of any Party under this Agreement shall be binding on all
successors in interest and assigns of such Party. No assignment or
delegation hereof shall relieve the assignor of its obligations under
this Agreement in the event that the assignee fails to perform such
obligations.
12. Resolution of Disputes
Except as otherwise stated ion this Agreement, the Parties agree that
if any dispute arises as to the interpretation of any provision of
this Agreement or as to the interpretation of any provision of this
Agreement or as to the proper implementation of this Agreement, either
Party may petition the Commission for a resolution of the dispute.
However, each Party reserves any rights it may have to seek judicial
review of any ruling made by the Commission concerning this Agreement.
13. Taxes
13.1 Definition. For purpose of this Section, the terms "taxes" and
"fees" shall include but not limited to federal, state or local sales,
use, excise, gross receipts or other taxes or tax-like fees of
whatever nature and however designated (including tariff surcharges
and any fees, charges or other payments, contractual or otherwise, for
the use of General Terms and Conditions - Part A public streets or
rights or way, whether designated as franchise fees or otherwise)
imposed, or sought to be imposed, on or with respect to the services
furnished hereunder or measured by the charges or payments therefore,
excluding any taxes levied on income.
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13.2 Taxes and Fees Imposed Directly On Either Providing Party or
Purchasing Party.
13.2.1 Taxes and fees imposed on the providing Party, which
are not permitted or required to be passed on by the
providing Party to its customer, shall be borne and paid by
the providing Party.
13.2.2 Taxes and fees imposed on he purchasing Party, which
are not required to be collected and/or remitted by the
providing Party, shall be borne and paid by the purchasing
Party.
13.3 Taxes and Fees Imposed on Purchasing Party But Collected And
Remitted By Providing Party.
13.3.1 Taxes and fees imposed on the purchasing Party shall be
borne by the purchasing Party, even if the obligations to
collect and/or remit such taxes or fees is placed on the
providing Party.
13.3.2 To the extent permitted by applicable law, any such
taxes and/or fees shall be shown as separate items on
applicable billing documents between the Parties.
Notwithstanding the foregoing, the purchasing Party shall
remain liable for any such taxes and fees regardless of
whether they are actually billed by the providing Party at
the time that the respective service is billed.
13.3.3 If the purchasing Party determines that in its opinion
any such taxes of fees are not payable, the providing Party
shall not bill such taxes or fees to the purchasing Party if
the purchasing Party provides written certification,
reasonably satisfactory to the providing Party, stating that
it is exempt or otherwise not subject to the tax or fee,
setting forth the basis therefor, and satisfying any other
requirements under applicable law. If any authority seeks to
collect any such tax or fee that the purchasing Party has
determined and certified not to be payable, or any such tax
or fee that wa not billed by the providing Party, the
purchasing Party may contest the same in good faith, at its
own expense. In any such contest, the purchasing Party shall
promptly furnish the providing Party with copies of all
filings in any proceeding, protest, or legal challenge, all
rulings issued in connection therewith, and all
correspondence between the purchasing Party and the taxing
authority.
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13.3.4 In the event that all or any portion of an amount
sought to be collected must be paid in order to contest the
imposition of any such tax or fee, or to avoid the existence
of a lien on that assets of the providing Party during the
pendency of such contest, the purchasing Party shall be
responsible for such payment and shall be entitles to the
benefit of any refund or recovery.
13.3.5 If it is ultimately determined that any additional
amount of such tax or fee is due to the imposing authority,
the purchasing Party shall pay such additional amount,
including any interest and penalties thereon.
13.3.6 Notwithstanding any provision to the contrary, the
purchasing Party shall protect, indemnify and hold harmless
(and defend at the purchasing Party's expense) the providing
Party from and against any such tax or fee, interest or
penalties thereon, or other charges or payable expenses
(including reasonable attorney fees) with respect thereto,
which are incurred by the providing Party in connection with
any claim for or contest of any such tax or fee.
13.3.7 Each Party shall notify the other Party in writing or
any assessment, proposed assessment or other claim for any
additional amount of such a tax or fee by a taxing
authority; such notice to be provided, if possible, at least
ten (10) days prior to the date by which a response, protest
or other appeal must be filed, but in no event later that
thirty (30) days after receipt of such assessment, proposed
assessment or claim.
13.4 Taxes and Fees Imposed on Providing Party But Passed On To
Purchasing Party .
13.4.1 Taxes and fees imposed on the providing Party, which
are permitted or required to General Terms and Conditions -
Part A be passed on by the providing Party to its customer,
shall be borne by the purchasing Party.
13.4.2 To the extent permitted by applicable law, any such
taxes and/or fees shall be shown as separate items on
applicable billing documents between the Parties.
Notwithstanding the foregoing, the purchasing Party shall
remain liable for any such taxes and fees regardless of
whether they are actually billed by the providing Party at
the time that the respective service is billed.
13.4.3 If the purchasing Party disagrees with the providing
Party's determination as to the application or basis for any
such tax or fee, the Parties shall consult with respect to
the imposition and billing of such tax or fee.
Notwithstanding the foregoing, the providing Party shall
retyain ultimate responsibility for determining whether and
to what extent any such taxes or fees are applicable, and
the purchasing Party shall abide by such determination and
pay such taxes or fees to the providing Party. The providing
Party shall further retain ultimate responsibility for
determining whether and how to contest the imposition of
such taxes and fees; provided, however, that any such
contest undertaken at the request of the purchasing Party
shall be at the purchasing Party's expense.
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13.4.4 In the event that all or any portion of an amount
sought to be collected must be paid in order to contest the
imposition of any such tax or fee, or to avoid the existence
of a lien on the assets of the providing Party during the
pendency of such contest, the purchasing Party shall be
responsible for such payment and shall be entitled to the
benefit of any refund or recovery.
13.4.5 If it is ultimately determined that any additional
amount of such a tax or fee is due to the imposing
authority, the purchasing Party shall pay such additional
amount, including any interest and penalties thereon.
13.4.6 Notwithstanding any provision to the contrary, the
purchasing Party shall protect indemnify and hold harmless
(and defend at the purchasing Party's expense) the providing
Party from and against any such tax or fee, interest or
penalties thereon, or other reasonable charges or payable
expenses (including reasonable attorney fees) with respect
thereto, which are incurred by the providing Party in
connection with any claim for or contest of any such tax or
fee.
13.4.7 Each Party shall notify the other Party in writing of
any assessment, proposed assessment or other claim for any
additional amount of such a tax or fee by a taxing
authority; such notice to be provided, if possible, at least
ten (10) days prior to the date by which a response, protest
or other appeal must be filed, but in no event later than
thirty (30) days after receipt of such assessment, proposed
assessment or claim.
13.5 Mutual Cooperation.
In any contest of a tax or fee by one Party, the other Party shall
cooperate fully by providing records, testimony and such additional
information or assistance as may reasonably be necessary to pursue the
contest. Further, the other Party shall be reimbursed for any
reasonable and necessary out-of-pocket copying and travel expenses
incurred in assisting in such contest.
14. Force Majeure
In the event performance of this Agreement, or any obligation
hereunder, is either directly or indirectly prevented, restricted, or
interfered with by reason of fire, flood, earthquake or like acts of
God, wars, revolution, civil commotion, explosion, acts of public
enemy, embargo, acts of the government in its sovereign capacity,
labor difficulties, including without limitation, strikes, slowdowns,
picketing, or boycotts, unavailability of equipment from vendor,
changes requested by Customer, or any other circumstances beyond the
reasonable control and without the fault or negligence of the Party
affected, the Party affected, upon giving prompt notice to the other
Party, shall be excused from such performance on a day-to-day basis to
the extent of such prevention, restriction, or interference (and the
other Party shall likewise be excused from performance of its
obligations on a day-to-day basis until the delay, restriction or
interference has ceased); provided however, that the Party so affected
shall use diligent efforts to avoid or remove such causes of
non-performance and boh Parties shall proceed whenever such causes are
removed or cease.
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15. Year 2000 Compliance
Each Party warrants that it has implemented a program the goal of
which is to ensure that all software, hardware and related materials
(collectively called "Systems") delivered, connected with BellSouth or
supplied in the furtherance of the terms and conditions specified in
this Agreement: (i) will record, store, process and display calendar
dates falling on or after January 1, 2000, in the same manner, and
with the same functionality as such software records, stores,
processes and calendar dates falling on or before December 31, 1999;
and (ii) shall include without limitation date data century
recognition, calculations that accommodate same century and
multicentury formulas and dates values, and date data interface values
that reflect the century.
16. Modification of Agreement
16.1 BellSouth shall make available, pursuant to 47 USC & 252 and the FCC
rules and regulations regarding such availability, to Colmena any
interconnection, service or network element provided under any other
agreement filed and approved pursuant to 47 USC & 252. The Parties
shall adopt all rates, terms and conditions, concerning such other
interconnection, service or network element and any other rates, terms
and conditions that are interrelated or were negotiated in exchange
for or in conjunction with the interconnection, service or network
element being adopted. The adopted interconnection, service, or
network element and agreement shall apply to the same states as such
other agreement and for the identical term of such other agreement.
16.2 If Colmena changes its name or makes changes to its company structure
or identity due to a merger, acquisition, transfer or any other
reason, it is the responsibility of Colmena to notify BellSouth of
said change and request that an amendment to this Agreement, if
necessary, be executed to reflect said change,
16.3 No modification, amendment, supplement to, or waiver of the Agreement
or any of its provisions shall be effective and binding upon the
Parties unless it is made in writing and duly signed by the Parties.
16.4 Execution of this Agreement by either Party does not confirm or infer
that the executing Party agrees with any decision(s) issued pursuant
to the Telecommunications Act of 1966 and the consequence of those
decisions on specific language in this Agreement. Neither Party waives
its rights to appeal or otherwise challenge any such decision(s) and
each Party reserves all of its rights to pursue any and all legal
and/or equitable remedies, including appeals of any such decision(s).
General Terms and Conditions - Part A
Page 352
<PAGE>
16.5 In the event that any final and nonappealable legislative, regulatory,
judicial or other legal action materially affects any material terms
of this Agreement, or the ability of Colmena or BellSouth to perform
any material terms of this Agreement, Colmena or BellSouth may, on
thirty (30) days' written notice require that such terms be
renegotiated , and the Parties shall renegotiate in good faith such
mutually acceptable new terms as may be required. In the event that
such new terms are not renegotiated within ninety (90) days after such
notice, the Dispute shall be referred to the Dispute Resolution
procedure set forth in Section 12.
16.6 If any provision of this Agreement, or the application of such
provision to either General Terms and Conditions - Part A Party or
circumstance, shall be held invalid, the remainder of the Agreement,
or the application of any such provision to the Parties or
circumstances other than those to which it is held invalid, shall not
be effective thereby, provided that the Parties shall attempt to
reformulate such invalid provision to give effect to such portions
thereof as may be valid without defeating the intent of such
provision.
17. Waivers
A failure or delay of either Party to enforce any of the provisions
hereof, to exercise any option which is herein provided, or to require
performance of any of the provisions hereof shall in no way be
construed t be a waiver of such provisions or options, and each Party,
notwithstanding such failure, shall have the right thereafter to
insist upon the specific performance of any and all of the provisions
of this Agreement.
18. Governing Law
This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Georgia, without regard to
its conflict of laws principles.
19. Arm's Length Negotiations
This Agreement was executed after arm's length negotiations between
the undersigned Parties and reflects the conclusion of the of the
undersigned that this Agreement is in the best interests of all
Parties.
Page 353
<PAGE>
20. Notices
20.1 Every notice, consent, approval, or other communications required
or contemplated by this Agreement shall be in writing and shall be
delivered in person or given by postage prepaid mail, address to:
BellSouth Telecommunications, Inc.
CLEC Account Team
9th Floor
600 North 19th Street
Birmingham, Alabama 35203
and
General Attorney - COU
Suite 4300
675 W. Peachtree St.
Atlanta, GA 30375
Colmena Corporation
1020 Northwest 163rd Drive
Miami, FL 33169
Attn: Ken Jacobi
(305) 914-3305
or such other address as the intended recipient previously
shall have designated by written notice to the other Party.
20.2 Where specifically required, notices shall be by certified or
registered mail. Unless otherwise provided in this Agreement, notice
by mail shall be effective on the date it is officially recorded as
delivered by return receipt or equivalent, and in the absence of such
record of delivery, it shall be presumed to have been delivered the
fifth day, or next business day after the fifth day, after it was
deposited in the mails.
20.3 BellSouth shall provide Colmena notice via Internet posting of
price changes and of changes to the terms and conditions of services
available for resale.
21. Rule of Construction
No rule of construction requiring interpretation against the drafting
Party hereof shall apply in the interpretation of this Agreement.
Page 354
<PAGE>
22. 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.
23. Multiple Counterparts
This Agreememt may be executed multiple counterparts, each of which
shall be General Terms and Conditions - Part A deemed an original, but
all of which shall together constitute but one and the same document.
24. Implementation of Agreement
If Colmena is a facilities based provider or a facilities based and
resale provider, this section shall apply. Within 60 days of the
execution of this Agreement, the Parties will adopt a schedule for the
implementation of the Agreement. The schedule shall state with
specificity time frames for submission of including but not limited
to, network design, interconnection points, collocation arrangement
requests, pre-sales testing and full operational time frames for the
business and residential markets. An implementation template to be
used for the implementation schedule is contained in Attachment 10 of
this Agreement.
25. Filing of Agreement
Upon execution of this Agreement it shall be filed with the
appropriate state regulatory agency pursuant to the requirements of
Section 252 of the Act. If the regulatory agency imposes any filing or
public interest notice fees regarding the filing or approval of the
Agreement, Colmena shall be responsible for publishing the required
notice and the publication and/or notice costs shall be borne by
Colmena.
26. Entire Agreement
This Agreement and its Attachments, incorporated herein by this
reference, sets forth the entire understanding and supersedes prior
Agreements between the Parties relating to the subject matter
contained herein and merges all prior discussions between them, and
neither Party shall be bound by any definition, condition, provision,
representation, warranty, covenant or promise other than as expressly
stated in this Agreement or as is contemporaneously or subsequently
set forth in writing and executed by a duly authorized officer or
representative of the Party to bebound thereby.
Page 355
<PAGE>
This Agreement may include attachments with provisions for the
following services:
Network Elements and Other Services
Local Interconnection
Resale
Collocation
The following services are included as options for purchase by
Colmena. Colmena shall elect said services by written request to its
Account Manager if applicable.
Optional Daily Usage File (ODUF) Enhanced Optional Daily Usage File
(EODUF) Access Daily Usage Fiel (ADUF) Line Information Database
(LIDB) Storage Centralized Message Distribution Service (CMDS) Calling
Name (CNAM)
IN WITNESS WHEREOF, the Parties have executed this Agreement the day and
year above first written.
BellSouth Telecommunications, Inc. Colmena Corporation
______On File_________________ _______On File _____________
Signature Signature
_____Jerry D. Hendrix__________ _____A.Q. Joffe_____________
Name Name
Sr. Director - Interconnection Svcs. _____President _____________
Title Title
_______1/18/00_______________ ___(no date indicated) ________
Date Date
General Terms and Conditions - Part B
Page 356
<PAGE>
Definitions
Affiliate is defined as a person that (directly or indirectly) owns or
controls, is owned or controlled by, or is under common ownership or control
with, another person. For purposes of this paragraph, the term "own" means to
own an equity interest (or equivalent thereof) of more than 10 percent.
Centralized Message Distribution System is the Telcordia (formerly
BellCore) administered national system, based in Kansas City, Missouri, used to
exchange Exchange Message Interface (EMI) formatted data among host companies.
Commission is defined as the appropriate regulatory agency in each of
BellSouth's nine state region, Alabama, Florida, Georgia, Kentucky, Louisiana,
Mississippi, North Carolina, South Carolina, and Tennessee.
Daily Usage File is the compilation of messages or copies of messages in
standard Exchange Message Interface (EMI) format exchanged from BellSouth to a
CLEC.
Exchange Message Interface is the nationally administered standard format
for the exchange of data among the Exchange Carriers within the
telecommunications industry.
Information Service means the offering of a capability for generating,
acquiring, storing, transforming, processing, retrieving, utilizing, or making
available information via telecommunications, and includes electronic
publishing, but does not include any use of such capability for the management,
control, or operation of a telecommunications system or the management of a
telecommunications service.
Intercompany Settlements (ICS) is the revenue associated with charges
billed by a company other than the company in whose service area such charges
were incurred. ICS on a national level includes third number and credit card
calls and is administered by Telcordia (formerly BellCore)'s Calling Card and
Third Number Settlement System (CATS). Included is traffic that originated in
one Regional Bel Operating Company's (RBOC) territory and bills in another
RBOC's territory.
Intermediary function is defined as the delivery of traffic from Colmena; a
CLEC other than Colmena or another telecommunications carrier through the
network of BellSouth or Colmena to an end user or Colmens; a CLEC other than
Colmena or another telecommunications carrier.
Local Interconnection is defined as 1) the delivery of local traffic to be
terminated on each Party's local network so that end users of either Party have
the ability to reach end users of the other Party without the use of any access
code or substantial delay in the processing of the call; the LEC network
features, functions, and capabilities set forth in this Agreement; and 3)
Service Provider Number Portability sometimes referred to as temporary telephone
number portability to be implemented pursuant to the terms of this Agreement.
General Terms and Conditions - Part B
Page 357
<PAGE>
Local Traffic is defined as any telephone call that originates in one
exchange and terminates in either the same exchange, or other local calling area
associated with the originating exchange as defined and specified in Section A3
of BellSouth's General Subscriber Service Tariff. As clarification of this
definition and for reciprocal compensation, Local Traffic does not include
traffic that originates from or terminates to or through an enhanced service
provider or information service provider. As further clarification, Local
Traffic does not include calls that do not transmit information of the user's
choosing. In any event, neither Party will pay reciprocal compensation to the
other if the "traffic" to which such reciprocal compensation would otherwise
apply was generated, in whole or in part, for the purpose of creating an
obligation on the part of the originating carrier to pay reciprocal compensation
for such traffic.
Message Distribution is routing determination and subsequent delivery of
message data from one company to another. Also included is the interface
function with CMDS, where appropriate.
Multiple Exchange Carrier Access Billing ("MECAB") means the documents
prepared by the Billing Committee of the Ordering and Billing Forum ("OBF:),
which functions under the auspices of the Carrier Liaison Committee of the
Alliance for Telecommunications Industry Solutions ("ATIS") and by Telcordia
(formerly BellCore) as Special Report SR-BDS-000983, Containing the recommended
guidelines for the billing of Exchange Service access provided by two or more
LECs and/or CLECs or by one LEC in two or more states within a single LATA.
Network Element is defined to mean a facility or equipment used in the
provision of a telecommunications service. Such term may include, but is not
limited to, features, functions, and capabilities that are provided by means of
such facility or equipment, including but not limited to, subscriber numbers,
databases, signaling systems, and information sufficient for billing and
collection or used in the transmission, routing, or other provision of a
telecommunications service. BellSouth offers access to the Network Elements,
unbuncl\ed loops; network interface device; sub-loop elements; local switching;
transport; tandem switching; operator systems; signaling; access to call-
related databases; dark fiber as set forth in Attachment 2 of this Agreement.
Non-Intercompany Settlement System (NICS) is the Telcordia (formerly
BellCore) system that calculates non-intercompany settlements amounts due from
one company to another within the same RBOC region. It includes credit card,
third number and collect messages.
Percent of Interstate Usage (PIU) is defined as a factor to be applied to
terminating access services minutes of use to obtain those minutes that should
be rated as interstate access services minutes of use. The numerator includes
all interstate "non-intermediary" minutes of use, including interstate minutes
of use that are forwarded due to service provider number portability less any
interstate minuted of use for Terminating Party Pays services, such as 800
Services. The denominator includes all "non-intermediary", local, interstate,
intrastate, toll and access minutes of use adjusted for service provider number
portability less all minutes attributable to terminating Party pays services.
General Terms and Conditions - Part B
Page 358
<PAGE>
Percent Local Usage (PLU) is defined as a factor to be applied to
intrastate terminating minutes of use. The numerator shall include al
"non-intermediary" local minutes of use adjusted for those minutes of use that
only apply local due to Service Provider Number Portability. The denominator is
the total intrastate minutes of use including local, intrastate tool, and
access, adjusted for Service Provider Number Portability less intrastate
terminating Party pays minutes of use.
Revenue Accounting Office (RAO) Status Company is a local exchange
company/alternate local exchange company that has been assigned a unique RAO
code. Message data exchanged among RAO status companies is grouped (i.e. packed)
according to From/To/Bill RAO combinations.
Service Control Points ("SCPs") are defined as database s that store
information and have the ability to manipulate data required to offer particular
services.
Signal Transfer Points ("STPs") are signaling message switches that
interconnect Signaling Links to route signaling message between switches and
databases. STPs enable the exchange of Signaling System 7 ("SS7") message
between switching elements, database elements and STPs. STPs provide access to
various BellSouth and third party network elements such as local switching and
databases.
Signaling links are dedicated transmission paths carrying signaling
messages between carrier switches and signaling networks. Signal Link Transport
is a set of two or four dedicated 56 kbps transmission paths between Colmena
designated Signaling Points of Interconnection that provide a diverse
transmission path and cross connect to a BellSouth Signal Transfer Point.
Telecommunications means the transmission, between or among points
specified by the user, of information of the user's choosing, without change in
the form or content of the information as sent and received.
Telecommunications Service means the offering of telecommunications for a
fee directly to the public, or to such classes of users as to be effectively
available directly to the public, regardless of the facilities used.
Telecommunications Act of 1966 ("Act") means Public Law 104-104 of the
United States Congress effective February 8, 1996. The Act amended the
Communications Act of 1934 (47, U.S.C. Section 1 et. seq.).
General Terms and Conditions - Part B
Page 359
<PAGE>
TABLE OF CONTENTS
1. Discount Rates.......................................................3
2. Definition of Terms .................................................3
3. General Provisions ..................................................4
4. Bellsouth's Provision of Services To Colmena ........................8
5. Maintenance of Services .............................................8
6. Establishment of Service ............................................9
7. Payment and Billing Arrangements ...................................10
8. Discontinuance of Service ..........................................13
9. Line Information Database (LIDB) ...................................15
10. RAO Hosting ........................................................15
11. Optional Daily Usage File (ODUF) ...................................15
12. Enhanced Optional Daily Usage File (EODUF) .........................15
13. Calling Name Delivery (CNAM) Database Service ......................15
Exhibit A - Applicable Discounts/OSS Rates ..................................17
Exhibit B - Resale Restrictions .............................................20
Exhibit C - Line Information Database (LIDB) Storage Agreement ..............22
Exhibit D - CMDS/ROA Hosting ................................................28
Exhibit E - Optional Daily Usage File (ODUF) ................................33
Exhibit F - Enhanced Option Daily Usage File (EODUF) ........................37
Exhibit G - Calling Name Delivery (CNAM) Database Services ..................40
Exhibit H - ODUF/EODUF/CMDS Rates ...................................Rate Table
Attachment 1- Page 360
<PAGE>
RESALE
1. Discount Rates
The rates pursuant by which Colmena is to purchase services from
BellSouth for resale shall be at a discount rate off of the retail rate
for the telecommunications service. The discount rates hall be as set
forth in Exhibit A, attached hereto and incorporated herein by this
reference. Such discount shall reflect the costs avoided by BellSouth
when selling a service for wholesale purposes.
2. Definition of Terms
2.1 CUSTOMER OF RECORD means the entity responsible for placing
application for service; requesting additions, rearrangements,
maintenance or discontinuance of service; payment in full of charges
incurred such as non-recurring, monthly recurring, toll, directory
assistance, etc.
2.2 DEPOSIT means assurance provided by a customer in the form of
cash, surety bond or bank letter of credit to be held by BellSouth.
2.3 END USER means the ultimate user of the telecommunications
services.
2.4 END USER CUSTOMER LOCATION means the physical location of the
premises where an end user makes use of the telecommunications
services.
2.5 NEW SERVICES means functions, features or capabilities that are
not currently offered by BellSouth. This includes packaging of
existing service or combining a new function, feature or capability
with an existing service.
2.6 OTHER/COMPETITIVE LOCAL EXCHANGE COMPANY (OLEC/CLEC) means a
telephone company certificated by the public service commissions of
BellSouth's franchised area to provide local exchange service within
BellSouth's franchised area.
2.7 RESALE means an activity wherein a certificated CLEC, such as
Colmena subscribes to the telecommunications services of BellSouth and
then reoffers those telecommunications services to the public (with or
without "adding value").
2.8 RESALE SERVICE AREA means the area, as defined in a public
service commission approved certificate of operation, within which a
CLEC, such as Colmena , may offer resold local exchange
telecommunications service.
Attachment 1- Page 361
<PAGE>
3. General Provisions
3.1 Colmena may result the tariffed local exchange and toll
telecommunications services of BellSouth contained ain the General
Subscriber Service Tariff and Private Line Service Tariff subject to
the terms, and conditions specifically set forth herein.
Notwithstanding the foregoing, the exclusions and limitations on
services available for resale will be as set forth in Exhibit B,
attached hereto and incorporated herein by this reference.
3.2 All of the negotiated rates, terms and conditions set forth in
this Attachment pertain to the resale of BellSouth's retail
telecommunications service and other services specified in this
Attachment. BellSouth shall make available telecommunications services
for resale at the rates set forth in exhibit A to this Agreement and
subject to the exclusions and limitations set forth in Exhibit B to
this Agreement. BellSouth does not however waive its rights to appeal
or otherwise challenge any decision regarding resale that resulted in
the discount rate contained in Exhibit A or the exclusion and
limitations contained in Exhibit B. BellSouth reserves the right to
pursue any and all legal and/or equitable remedies including appeals
of any decisions. If such appeals or challenges result in changes in
the discount rates or exclusions and limitations, the parties agree
that appropriate modifications to this Agreement will be made promptly
to make its terms consistent with the outcome of the appeal.
3.3 Colmena may purchase resale services from BellSouth for their own
use in opeating their business. The resale discount will apply to
those services under the following conditions:
3.3.1 Colmena must resell services to other end users.
3.3.2 Colmena must order services through resale interfaces,
i.e., the Local Carrier Service Center (LCSC) and/or
appropriate Resale Account Teams pursuant to Section 3 of
the General Terms and Conditions.
3.3.3 Colmena cannot be an alternative local exchange
telecommunications company for the single purpose of selling
to themselves.
3.4 The provision of services by BellSouth to Colmena does not
constitute a joint undertaking for the furnishing of any service.
3.5 Colmena will be the customer of record for all services purchased
from BellSouth. Except as specified herein, BellSouth will take orders
from, bill and expect payment from Colmena for all services.
3.6 Colmena will be BellSouth's single point of contact for all
services purchased pursuant to this Agreement. BellSouth shall have no
contact with the end user except to the extent provided or herein.
Attachment 1
Page 362
<PAGE>
3.7 BellSouth will continue to bill the end user for any services
that the end user specifies it wished to receive directly from
BellSouth.
3.8 BellSouth maintains the right to serve directly any end user
within the service area of Colmena. BellSouth will continue to
directly market its own telecommunications products and services and
in doing so may establish independent relationships with end users of
Colmena.
3.9 Neither Party shall interfere with the right of any person or
entity to obtain service directly from the other Party.
3.10 Current telephone numbers may normally be retained by the end
user. However, telephone numbers are the property of BellSouth and are
assigned to the service furnished. Colmena has no property right to
the telephone number or any other call number designation associated
with services furnished by BellSouth, and no right to the continuance
of service through any particular central office. BellSouth reserves
the right to change such numbers, or the central office designation
associated with such numbers, or both, whenever BellSouth deems it
necessary to do so in the conduct of its business.
3.11 For the purpose of the resale of BellSouth's telecommunications
services by Colmena, BellSouth will provide Colmena with an on line
access to telephone numbers for reservation on a first come first
serve basis, Such reservations of telephone numbers, on a pre-ordering
basis shall be for a period on nine (9) days. Colmena acknowledges
that there may be instances where there is a shortage of telephone
numbers in a particular Common Language Location Identifier Code
(CLLIC) and in such instances BellSouth may request that Colmena
cancel its reservations of numbers. Colmena shall comply with such
request.
3.12 Further, upon Colmena's request, and for the purpose of the
resale of BellSouth's telecommunications services by Colmena,
BellSouth will reserve up to 100 telephone numbers per CLLIC, for
Colmena's sole use. Such telephone number reservations shall be valid
for ninety (9) days from the reservation date. Colmena acknowledges
that there may be instances where there is a shortage of telephone
numbers in a particular CLLIC and in such instances BellSouth shall
use its best efforts to reserve for a ninety (90) day period a
sufficient quantity of Colmena's reasonable need in that particular
CLLIC.
3.13 BellSouth may provide any service or facility for which a charge
is not established herein, as long as it is offered on the same terms
to Colmena.
3.14 Service is furnished subject to the condition that it will not be
used for any unlawful Attachment 1 Page 6 purpose.
3.15 Service will be discontinued if any law enforcement agency
advises that the service being used is in violation of the law.
3.16 BellSouth can refuse service when it has grounds to believe that
service will be used in violation of the law.
3.17 BellSouth accepts no responsibility to any person for any
unlawful act committed by Colmena or its end users as part of
providing service to Colmena for purposes of resale or otherwise.
3.18 BellSouth will cooperate fully with law enforcement agencies with
subpoenas and court orders for assistance with BellSouth's end users.
Law enforcement agency subpoenas and court orders regarding end users
of Colmena will be directed to Colmena. BellSouth will bill Colmena
for implementing any requests by law enforcement agencies regarding
Colmena end users
Page 363
<PAGE>
3.19 The characteristics and methods of operation of any circuits,
facilities or equipment provided by any person or entity other than
BellSouth shall not:
3.19.1 Interfere with or impair service over any facilities of
BellSouth, its affiliates, or its connecting and concurring
carriers involved in it services;
3.19.2 Cause damage to BellSouth's plant;
3.19.3 Impair the privacy of any communications; or
3.19.4 Create hazards to any BellSouth employeesor the public.
3.20 Colmena assumes the responsibility of notifying BellSouth
regarding less than standard operations with respect to services
provided by Colmena.
3.21 Facilities and/or equipment utilized by BellSouth to provide
service to Colmena remain the property of BellSouth.
3.22 White page directory listings will be provided in accordance with
regulations set forth in Section A6 of the General Subscribers
Services Tariff and will be available for resale.
3.23 BellSouth provides electronic access to customer record
information. Access is provided through the Local Exchange
Navigation System (LENS) and the Telecommunications Access
Gateway (TAG). Custmer Record Information includes but is not
limited to, customer specific information in CRIS and RSAG. In
addition, Colmena shall provide to BellSouth access to customer
record information including electronic access where available.
Otherwise, Colmena shall provide paper copies of customer record
information within a reasonable period of time upon request by
BellSouth. Customer Record Information is equivalent to but not
limited to the type of customer specific information contained in
CRIS and RSAG. The Parties agree not to view, copy, or otherwise
obtain access to the customer record information of any customer
without that customer's permission, and further agrees that
Colmena and BellSouth will obtain access to customer record
information only in strict compliance with applicable laws,
rules, or regulations of the State in which the service is
provided.
Attachment 1 - Page 364
<PAGE>
3.24 All costs incurred by BellSouth to develop and implement
operational interfaces shall be recovered from Resellers who utilize
the services. Charges for use of Operational Support Systems (OSS)
shall be as set forth in Exhibit A of this Attachment.
3.25 Where available to BellSouth's end users, BellSouth shall provide
the following telecommunications services at a discount to allow for
voice mail services:
Simplified Message Desk Interface - Enhanced ("SMDI-E")
Simplified Message Desk Interface ("SMDI") Message Waiting
Indicator ("MWI") stutter dialtone and message waiting light
feature capabilities
Call Forward on Busy/Don't Answer ("CF-B/DA")
Call Forward on Busy ("CF/B")
Call Forward Don't Answer ("CF/DA")
Further, BellSouth messaging services set forth in BellSouth's
Messaging Service Information Package shall be made available for
resale without the wholesale discount.
3.26 BellSouth's Inside Wire Maintenance Service Plan may be made
available for resale at rates, terms and conditions as set forth by
BellSouth and without the wholesale discount.
3.27 All costs incurred by BellSouth for providing services requested
by Colmena that are not covered in the BellSouth tariffs shall be
recovered from Colmena if Colmena utilizes those services.
3.28 Recovery of charges associated with implementing Number
Portability through monthly charges assessed to end users has been
authorized by the FCC. This end user line charge will be billed to
Resellers of BellSouth's telecommunications services and will be as
filed in FCC No. 1. This charge will not be discounted.
4. BellSouth's Provision of Services to Colmena
Attachment 1 - Page 365
<PAGE>
4.1 Colmena agrees that its resale of BellSouth services shall be as
follows:
4.1.1 The resale of telecommunications services shall be
limited to users and uses conforming to the class of service
restrictions.
4.1.2 Hotel and Hospital PBX services are the only
telecommunications services available for resale to
Hotel/Motel and Hospital end users, respectively. Similarly,
Access Line Service for Customer Provided Coin Telephones is
the only local service available for resale to Independent
Payphone Provider (IPP) customers. Shared Tenant Service
customers can only be sold those local exchange access
services available in BellSouth's A23 Shared Tenant Service
Tariff in the states of Florida, Georgia, North Carolina and
South Carolina, and in A27 in the states of Alabama,
Kentucky, Louisiana, Mississippi and Tennessee.
4.1.3 BellSouth reserves the right to periodically audit
services purchased by Colmena to establish authenticity of
use. Such audit shall not occur more than once in a calendar
year. Colmena shall make any and all records and data
available to BellSouth or BellSouth's auditors on a
reasonable basis. BellSouth shall bear the cost of said
audit.
4.2 Resold services can only be used in the same manner as specified
in BellSouth's Tariffs. Resold services are subject to the same terms
and conditions as are specified for such services when furnished to an
individual end user of BellSouth in the appropriate section of
BellSouth's Tariffs. Specific tariff features (e.g. a usage allowance
per month), shall not be aggregated across multiple resold services.
4.3 Colmena may resell services only within the specific resale
service area as defined in its certificate.
4.4 Telephone numbers transmitted via any resold service feature are
intended solely for the use of the end user of the feature. Resale of
this information is prohibited.
5. Maintenance of Services
5.1 Colmena will adopt and adhere to the standards contained in the
applicable CLEC Work Center Operational Understanding Agreement
regarding maintenance and installation of service.
5.2 Services resold under BellSouth's Tariffs and facilities and
equipment provided by BellSouth shall be maintained by BellSouth.
5.3 Colmena or its end users may not rearrange, move, disconnect,
remove or attempt to repair any facilities owned by BellSouth, other
than by connection or disconnection to any interface means used,
except with the written consent of BellSouth.
Attachment 1 - Page 366
<PAGE>
5.4 Colmena accepts responsibility to notify BellSouth of situations
that arise that may result in a service problem.
5.5 Colmena will be BellSouth's single point of contact for all
repair calls on behalf of Colmena's end users. The parties agree to
provide one another with toll-free contact numbers for such purposes.
5.6 Colmena will contact the appropriate repair centers in accordance
with procedures established by BellSouth.
5.7 For all repair requests, Colmena accepts responsibility for
adhering to BellSouth's prescreening guidelines prior to referring the
trouble to BellSouth.
5.8 BellSouth will bill Colmena for handling troubles that are found
not to be in BellSouth's network pursuant to its standard time and
material charges. The standard time and material charges will be no
more than what BellSouth charges to its retail customers for the same
service.
5.9 BellSouth reserves the right to contact Colmena's end users, if
deemed necessary, for maintenance purposes.
6. Establishment of Service
6.1 After receiving certification as a local exchange company from
the appropriate regulatory agency, Colmena will provide the
appropriate BellSouth service center the necessary documentation to
enable BellSouth to establish a master account for Colmena's resold
services. Such documentation shall include the Application for Master
Account, proof of authority to provide telecommunications services, an
Operating Company Number ("OCN") assigned by the National Exchange
Carriers Association ("NECA") and a tax exemption certificate, if
applicable. When necessary deposit requirements are met, BellSouth
will begin taking orders for the resale of service.
6.2 Service orders will be in a standard format designated by
BellSouth.
6.3 When notification is received from Colmena that a current end
user of BellSouth will subscribe to Colmena's service, standard
service order intervals for the appropriate class of service will
apply.
6.4 BellSouth will not require end user confirmation prior to
establishing service for Colmena's end user customer. Colmena must,
however, be able to demonstrate end user authorization upon request.
Attachment 1 - Page 367
<PAGE>
6.5 Colmena will be the single point of contact with BelLSouth for
all subsequent ordering activity resulting in additions or changes to
resold services except that BellSouth will accept a request directly
from the end user for conversion of the end user's service from
Colmena to BellSouth or will accept a request from another CLEC for
conversion of the end user's service from Colmena to the other LEC.
BellSouth will notify Colmena that such a request has been processed.
6.6 If BellSouth determines that an unauthorized change in local
service to Colmena has occurred, BellSouth will reestablish service
with the appropriate local service provider and will assess Colmena as
the CLEC initiating the unauthorized change, the unauthorized change
charge described in F.C.C. Tariff No. 1, Section 13 or applicable
state tariff. Appropriate nonrecurring charges, as set forth in
Section A4 of the General Subscriber Service Tariff, will also be
assessed to Colmena. These charges can be adjusted if Colmena provides
satisfactory proof of authorization.
6.7 In order to safeguard its interest, BellSouth reserves the right
to secure the account with a suitable form of security deposit, unless
satisfactory credit has already been established.
6.7.1 Such security deposit shall take the form of an
irrevocable Letter of Credit or other forms of security
acceptable to BellSouth. Any such security deposit may be
held during the continuance of the service as security for
the payment of any and all amounts accuring for the service.
6.7.2 If a security deposit is required, such security
deposit shall be made prior to the inauguration of service.
6.7.3 Such security deposit may not exceed two months'
estimated billing.
6.7.4 The fact that a security deposit has been made in no
way relieves Colmena from complying with BellSouth's
regulations as to advance payments and the prompt payment of
bills on presentation nor does it constitute a waiver or
modification of the regular practices of BellSouth providing
for the discontinuance of service for non-payment of any
sums due BellSouth.
6.7.5 BellSouth reserves the right to increase the security
deposit requirements when, in its sole judgement,
circumstances so warrant and/or gross monthly billing has
increased beyond the level initially used to determine the
security deposit.
6.7.6 In the event that Colmena defaults on its account,
service to Colmena will be terminated and any security
deposits held will be applied to its account.
6.7.7 Interest on a security deposit shall accrue and be paid
in accordance with the terms in the appropriate BellSouth
tariff.
Attachment 1 - Page 368
<PAGE>
7. Payment And Billing Arrangements
7.1 Prior to submitting orders to BellSouth for local service, a
master account must be established for Colmena. Colmena is required to
provide the following before a master account is established: proof of
PSC/PUC certification, the Application for Master Account, an
Operating Company Number ("OCN") assigned by the National Exchange
Carriers Association ("NECA") and a tax exemption certificate, if
applicable.
7.2 BellSouth shall bill Colmena on a current basis all applicable
charges and credits.
7.3 Payment of all charges will be the responsibility of Colmena.
Colmena shall make payment to BellSouth for all services billed.
BellSouth is not responsible for payments not received by Colmena from
Colmena's end user. BellSouth will not become involved in billing
disputes that may arise between Colmena and its end user. Payments
made to BellSouth as payment on account will be credited to an
accounts receivable master account and not to an end user's account.
7.4 BellSouth will render bills each month on established bull days
for each of Colmena's accounts.
7.5 BellSouth will bill Colmena in advance changes for all services
to be provided during the ensuing billing period except charges
associated with service usage, which will be billed in arrears.
Charges will be calculated on an individual end user account level,
including, if applicable, any charge for usage or usage allowances.
BellSouth will also bill Colmena, and Colmena will be responsible for
and remit to BellSouth, all charges applicable to resold services
including but not limited to 911 and E911 charges, telecommunications
relay charges (TRS), and franchise fees.
7.6 The payment will be due by the next bill date (i.e., same date in
the following month as the bill date) and is payable in immediately
available funds. Payment is considered to have been made when received
by BellSouth.
7.6.1 If the payment due date falls on a Sunday or on a
Holiday which is observed on a Monday, the payment due date
shall be the first non-Holiday day following such Sunday or
Holiday. If the payment due date falls on a Saturday or on a
Holiday which is observed on Tuesday, Wednesday, Thursday,
or Friday, the payment due date shall be the last
non-Holiday day preceding such Saturday or Holiday. If
payment is not received by the payment due date, a late
payment penalty, as set forth in section 7.8 following,
shall apply.
7.6.2 If Colmena requests multiple billing media or
additional copies of bills, BellSouth will provide these at
an appropriate charge to Colmena.
7.6.3 Billing Disputes
Attachment 1 - Page 369
<PAGE>
7.6.3.1 Each Party agrees to notify the other Party upon the
discovery of a billing dispute. In the event of a billing
dispute, the Parties will endeavor to resolve the dispute
within sixty (60) calendar days of the Bill Date on whcih
such disputed charges appear. Resolution of the dispute is
expected to occur at the first level of management resulting
in a recommendation for settlement of the dispute and
closure of a specific billing period. If the issues are not
resolved within the allotted time frame, the following
resolution procedure will begin:
7.6.3.2 If the dispute is not resolved within sxty (60) days of
the Bill Date, the dispute will be escalated to the second
level of management for each of the respective Parties for
resolution. If the dispute is not resolved within ninety (9)
days of the Bill Date, the dispute will be escalated to the
third level of management for each of the respective Parties
for resolution.
7.6.3.3 If the dispute is not resolved within one hundred and
twenty (120) days of the Bill Date, the dispute will be
escalated to the fourth level of management for each of the
respective Parties for resolution.
7.6.3.4 If a Party disputes a charge and does not pay such
charge by the payment due date, such charges shall be
subject to late payment charges as set forth in the Late
Payment Charges provision of this Attachment. If a Party
disputes charges and the dispute is resolved in favor of
such Party, the other Party shall credit the bill of the
disputing Party for the amount of the disputed charges along
with any late payment charges assessed no later than the
second Bill Date after the resolution of the dispute.
Accordingly, if a Party disputes charges and the dispute is
resolved in favor of the other Party, the disputing Party
shall pay the other Party the amount of the disputed charges
and any associated late payment charges assessed no later
than the second bill payment due date after the resolution
of the dispute. BellSouth shall only assess payment due date
after the resolution of the dispute. BellSouth shall only
assess interest on previously assessed late payment charges
in a state where it has authority pursuant to its tariffs.
7.7 Upon proof of tax exempt certification from Colmena, the total
amount billed to Colmena will not include any taxes due from the end
user to reflect the tax exempt certification and local tax laws.
Colmena will be solely responsible for the computation, tracking,
reporting, and payment of taxes applicable to Colmena's end user.
7.8 If any portion of the payment is received by BellSouth after the
payment due date as set forth preceding, or if any portion of the
payment is received by BellSouth in funds that are not immediately
available to BellSouth, then a late payment penalty shall be due to
BellSouth. The late payment penalty shall be the portion of the
payment not received by the payment due date times a late factor and
will be applied on a per bill basis. The late factor shall be as set
forth in Section A2 of the General Subscriber Services Tariff and
Section B2 of the Private Line Service Tariff. Colmena will be charged
a fee for all returned checks as set forth in Section to A2 of the
General Subscriber Services Tariff or in applicable state law.
Attachment 1 - Page 370
<PAGE>
7.9 Any switched access charges associated with interexchange carrier
access to the resold local exchange lines will be billed by, and due
to, BellSouth. No additional charges are to be assessed to Colmena.
7.10 BellSouth will not perform billing and collection services for
Colmena as a result of the execution of this Agreement. All requests
for billing services should be referred to the appropriate entity or
operational group within BellSouth.
7.11 Pursuant to 47 CFR Section 51.617, BellSouth will bill Colmena
end user common line charges identical to the end user common lines
charges BellSouth bills its end users.
7.12 In general, BellSouth will not become involved in disputes
between Colmena and Colmena's end user customers over resold services.
If a dispute does arise that cannot be settled without the involvement
of BellSouth, Colmena shall contact the designated Service Center for
resolution. BellSouth will make every effort to assist in the
resolution of the dispute and will wok with Colmena to resolve the
matter in as timely a manner as possible. Colmena may be required to
submit documentation to substantiate the claim.
8. Discontinuance of Service
8.1 The procedures for discontinuing service to an end user are as
follows:
8.1.1 Where possible, BellSouth will deny service to
Colmena's end user on behalf of, and at the request of,
Colmena. Upon restoration of the end user's service,
restoral charges will apply and will be the responsibility
of Colmena.
8.1.2 At the request of Colmena, BellSouth will disconnect a
Colmena end user customer.
8.1.3 All requests by Colmena for denial or disconnection of
an end user for nonpayment must be in writing.
8.1.4 Colmena will be made solely responsible for notifying
the end user of the proposed disconnection of the service.
8.1.5 BellSouth will continue to process calls made to the
Annoyance Call Center and will advise Colmena when it is
determined that annoyance calls are originated from one of
their end user's locations. BellSouth shall be indemnified,
defended and held harmless by Colmena and/or the end user
against any claim, loss or damage arising from providing
this information to Colmena. It is the responsibility of
Colmena to take the corrective action necessary with its end
users who make annoying calls. Failure to do so will result
returned checks as set forth in Section to A2 of the General
Subscriber Services Tariff or in applicable state law
in BellSouth's disconnecting the end user's service.
Attachment 1 - Page 371
<PAGE>
8.1.6 BellSouth may disconnect and reuse facilities when the
facility is in a denied state and BellSouth has received an
order to establish new service or transfer of service from
an end user or an end user's CLEC at the same address served
by the denied facility.
8.2 The procedures for discontinuing service to Colmena are as
follows:
8.2.1 BellSouth reserves the right to suspend or terminate
service for nonpayment or in the event of prohibited,
unlawful or improper use of the facilities or service, abuse
of the facilities, or any other violation or noncompliance
by Colmena of the rues and regulations of BellSouth's
Tariffs.
8.2.2 If payment of account is not received by the bill day
in the month after the original bill day. BellSouth may
provide written notice to Colmena, that additional
applications for service will be refused and that any
pending orders for service will not be completed if payment
is not received by the fifteenth day following the date of
the notice. In addition BellSouth may, at the same time,
give thirty days notice to the person designated by Colmena
to receive notices of noncompliance, and discontinue the
provision of existing services to Colmena at any time
thereafter.
8.2.3 In the case of such discontinuance, all billed charges,
as well as applicable termination charges, shall become due.
8.2.4 If BellSouth does not discontinue the provision of the
services involved on the date specified in the thirty days
notice and Colmena's noncompliance continues, nothing
contained herein shall preclude BellSouth's right to
discontinue the provision of the services to Colmena without
further notice.
8.2.5 If payment is not received or arrangements made for
payment by the date given in the written notification,
Colmena's services will be discontinued. Upon discontinuance
of service on Colmena's account, service to Colmena's end
users will be denied. BellSouth will also reestablish
service at the request of the end user or Colmena upon
payment of the appropriate connection fee and subject to
BellSouth's normal application procedures. Colmena is solely
responsible for notifying the end user of the proposed
disconnection of the service.
8.2.6 If within fifteen days after an end user's service has
been denied no contact has been made in reference to
restoring service, the end user's service will be
disconnected.
9. Line Information Database (LIDB)
9.1 BellSouth will store in its Line Information database (LIDB)
records relating to service Attachment 1 Page 15 only in the BellSouth
region. The LIDB Storage Agreement is included in this Attachment as
Exhibit C.
9.2 BellSouth will provide LIDB Storage upon written request to
Colmena Account Manager stating requested activation date.
10 RAO Hosting
10.1 The RAO Hosting Agreement is included in this Attachment as
Erxhibit D. Rates for BellSouth's Centralized Message Distribution
System (CMDS) are as set forth in Exhibit H of this Attachment.
Page 372
<PAGE>
10.2 BellSouth will provide RAO Hosting upon written request to it
Account Manager stating requested activation date.
11. Daily Usage File (ODUF)
11.1 The Optional daily Usage File (ODUF) Agreement with terms and
conditiona is included in this Attachment as Exhibit E. Rates for ODUF
are as set forth in Exhibit H of this Attachment.
11.2 BellSouth will provide Optional Daily Usage File (ODUF) service
upon written request to its Account Manager stating requested
activation date.
12. Enhanced Optional Daily Usage File (EODUF)
12.1 The Enhanced Optional Daily Usage File (EODUF) service Agreement
with terms and conditions is included in this Attachment as Exhibit F.
Rates for EODUF are as set forth in Exhibit H of this Attachment.
12.2 BellSouth will provide Enhanced Optional Daily Usage File (EODUF)
service upon written request to its Account Manager stating requested
activation date.
13. Calling Name Delivery (CNAM) Database Service
13.1 Calling Name Delivery (CNAM) Database Service Agreement is
included in this Attachment as Exhibit G. Rates for CNAM are as set
forth in Exhibit H of this Attachment.
13.2 BellSouth will provide Calling Name Delivery (CNAM) Database
service upon written request to its Account Manager stating requested
activation date.
Attachment 1 - Page 373
<PAGE>
EXHIBIT A
APPLICABLE DISCOUNTS
The telecommunications services available for purchase by Colmena for
the purposes of resale to Colmena end users shall be available at the following
discount off of the retail rate.
DISCOUNT*
STATE RESIDENCE BUSINESS CSAs***
ALABAMA 16.3% 16.3%
FLORIDA 21.83% 16.81%
GEORGIA 20.3% 17.3%
KENTUCKY 16.79% 15.54%
LOUISIANA 20.72% 20.72% 9.05%
MISSISSIPPI 15.75% 15.75%
NORTH CAROLINA 21.5% 17.6%
SOUTH CAROLINA 14.8% 14.8% 8.98%
TENNESSEE** 16% 16%
o When a CLEC provides Resale service in a cross boundary area (areas
that are part of the local serving area of another state's exchange)
the rates, regulations and discounts for the tariffing state will
apply. Billing will be form the serving state.
** In Tennessee, if a CLEC provides its own operator services and
directory services, the discount shall be 21.56%. CLEC must provide
written notification to BellSouth within 30 days prior to providing its
own operator services and directory services to qualify for the higher
discount rate of 21.56%.
*** Unless noted in this column, the discount for Business will be the
applicable discount rate for CSAs.
Attachment 1 - Page 374
<PAGE>
Exhibit A
OPERATIONAL SUPPORT SYSTEMS (OSS) RATES
BellSouth has developed and made available the following mechanized systems
by which Colmena may submit LSRs electronically.
LENS Local Exchange Navigation System
EDI Electronic Data Interface
EDI-PC Electronic Date Interface - Personal Computer
TAG Telecommunications Access Gateway
LSRs submitted by means of one of these interactive interfaces will incur
an OSS electronic ordering charges as specified in the Table below. An
individual LSR will be identified for billing purposes by its Purchase Order
Number (PON). LSRs submitted by means other than one of these interactive
interfaces (mail, fax, couries, etc.) Will incur a manual order charge as
specified in the table below.
OPERATIONAL Electronic Manual
SUPPORT Per LSR received from the Per LSR received from the
SYSTEMS (OSS) CLEC by one of the OSS CLEC by means other than one
RATES Interactive interfaces of the OSS interactive
Interfaces
OSS LSR Charge $3.50 $19.99
USOC SOMEC SOMAN
Note: In addition to the OSS charges, applicable discounted service order
and related discounted charges apply per the tariff.
Denial/Restoral OSS Charge
In the event Colmena provides a list of customers to be denied and
restored, rather than an LSR, each location on the list will require a separate
PON and, therefore, will be billed as one LSR per location.
Cancellation OSS Charge
Colmena will incur an ODD charge for an accepted LSR that is later canceled
by Colmena.
Note: Supplements or clarifications to a previously billed LSR will not
incur another OSS charge.
Threshold Billing Plan
The Parties agree that Colmena will incur the mechanized rate for LSRs,
both manual, if the percentage of mechanized LSRs meets or exceeds the threshold
percentages shown below:
Year Ratio: Mechanized/Total LSRs
1999 70%
2000 80%
2001 90%
The threshold plan will be discontinued in 2002.
BellSouth will track the total LSR volume for each CLEC for each quarter.
At the end of that time period, a Percent Electronic LSR calculation will be
made for that quarter based on the LSR data tracked in the LCSC. If this
percentage exceeds the threshold volume, all of that CLECs' future manual LSRs
will be billed at the mechanized LSR rate. To allow time for obtaining and
analyzing the data and updating the billing system, this billing change will
take place on the first day of the second month following the end of the quarter
(e.g. May 1 for 1Q, Aug. 1 for 2Q, etc.). There will be no adjustments to the
amount billed for previously billed LSRs.
Attachment 1 - Page 375
<PAGE>
Page Exhibit B
Page 1 of 2
EXCLUSIONS AND LIMITATIONS
ON SERVICES AVAILABLE FOR RESALE
<TABLE>
<S> <C> <C> <C> <C> <C>
AL FL GA KY LA
Type of Service Resale? Discount? Resale? Discount? Resale? Discount? Resale? Discount? Resale? Discount?
1. Grandfathered Services Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes
(Note 1)
2. Contract Service Arrangements Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes
3. Promotions-> 90 Days (Note 2) Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes
4. Promotions-< 90 Days (Note 2) Yes No Yes No Yes No No No Yes No
5. Lifeline/Link Up Services Yes Yes Yes Yes Yes Yes Note 4 Note 4 Yes Yes
6. 911/E911 Services Yes Yes Yes Yes Yes Yes Yes Yes No No
7. N11 Services Yes Yes Yes Yes Yes Yes No No No No
8. AdWatch Svc (See Note 6) Yes No Yes No Yes No Yes No Yes No
9. MemoryCall Services Yes No Yes No Yes No Yes No Yes No
10. Mobile Services Yes No Yes No Yes No Yes No Yes No
11. Federal Subscriber Line Yes No Yes No Yes No Yes No Yes No
Charges
12. Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes
13. End User Line Charge- Yes No Yes No Yes No Yes No Yes No
Number Portability
14. Public Telephone Access Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes
Service (PTAS)
</TABLE>
Page 376
<PAGE>
<TABLE>
<S>
<C> <C>
MS NC SC TN
Type of Service Resale? Discount? Resale? Discount? Resale? Discount? Resale? Discount?
1. Grandfathered Services Yes Yes Yes Yes Yes Yes Yes Yes
(Note 1)
2. Contract Service Arrangements Yes Yes Yes Yes Yes Yes Yes Yes
3. Promotions-> 90 Days (Note 2) Yes Yes Yes Yes Yes Yes Yes Note 3
4. Promotions -< 90 Days (Note 2) Yes No Yes No Yes No No No
5. Lifetime/Link Up Services Yes Yes Yes Yes Yes Yes Yes Yes
6. 911/E911 Services Yes Yes Yes Yes Yes Yes Yes Yes
7. N11 Services Yes Yes No No No No Yes Yes
8. Ad Watch Svs.(See Note6) Yes No Yes No Yes No Yes No
9. MemoryCall Service Yes No Yes No Yes No Yes No
10. Mobile Services Yes No Yes No Yes No Yes No
11. Federal Subscriber Line Yes No Yes No Yes No Yes No
Charges
12. Non-Recurring Charges Yes Yes Yes Yes Yes Yes Yes No
13. End User Line Charge Yes No Yes No Yes No Yes No
Number Portability
14. Public Telephone Access Yes Yes Yes Yes Yes No Yes Yes
Service (PTAS)
</TABLE>
Applicable Notes:
1. Grandfathered services can be resold only to existing subscribers of the
granfathered service.
2. Where available for resale, promotions will be made available only to end
users who would have qualified for the promotion had it been provided by
BellSouth directly.
3. In Tennessee, long-term promotions (offered for more than ninety (90) days)
may be obtained at one of the following rates:
(A) the stated tariff rate, less the wholesale discount;
(B) the promotional rate (the promotional rate offered by BellSouth
will not be discounted further by the wholesale discount rate) 4. Lifeline/Link
Up services may be offered only to those subscribers who meet the criteria that
BellSouth currently applies to subscribers of these services as set forth in
Sections A3 and A4 of the BellSouth General Subscriber Services Tariff. 5. Some
of BellSouth's local exchange and toll telecommunications services are not
available in certain central offices and areas.
6. AdWatch Service is tariffed as BellSouth AIN Virtual Number Call Detail
Service.
Page 377
<PAGE>
Attachment 1
EXHIBIT C
LINE INFORMATION DATA BASE (LIDB)
STORAGE AGREEMENT
A. SCOPE
1. This Agreement sets forth the terms and conditions pursuant to
which BellSouth agrees to store in its LIDB certain information at the
request of Colmena and pursuant to which BellSouth, its LIDB customers
and Colmena shall have access to such information. Colmena understands
that BellSouth provide access to information in its LIDB to various
telecommunications service providers pursuant to applicable tariffs
and agrees that information stored at the request of Colmena, pursuant
to this Agreement, shall be available to thos telecommunications
service providers. The terms and conditions contained in the attached
Addendum(s) are heerby made a part of this Agreement as if fully
incorporated herein.
B. LIDB is accessed for the following purposes: 1. Billed Number
Screening 2. Calling Card Validations 3. Fraud Control
C. BellSouth will provide seven days per week, 24-hours per day,
fraud monitoring on Calling Cards, bill-to third and collect calls
made to numbers in BellSouth's LIDB, provided that such information is
included in the LIDB query. BellSouth will establish fraud alert
thresholds and will notify Colmena of fraud alerts so that Colmena may
take action it deems appropriate. Colmena understands and agrees
BellSouth will administer all data stored in the LIDB, including the
data provided by Colmena pursuant to this Agreement, in the same
manner as BellSouth's data for BellSouth's end user customers.
BellSouth shall not be responsible to Colmena for any lost revenue
which may result from BellSouth's administration of the LIDB pursuant
to its established practices and procedures as the exist and as they
may be changed by BellSouth in its sole discretion from time to time.
Colmena understands that BellSouth currently hsa in effect numerous
billing and collection agreements with various interexchange carriers
and billing clearing houses. Colmena further understands that these
billing and collection customers of BellSouth query BellSouth's LIDB to
determine whether to accept various billing options from end users.
Additionally, Colmena understands that presently BellSouth has no
method to differentiate between BellSouth's own billing and line data
in the LIDB and such data which it includes in the LIDB on Colmena's
behalf pursuant to this Agreement. Therefore, until such time as
BellSouth can and does implement in its LIDB and its supporting systems
the means to differentiate Colmena's data from BellSouth's data and the
Parties to this Agreement execute appropriate amendments hereto, the
following terms and conditions shall apply.
Attachment 1 - Page 378
EXHIBIT C
<PAGE>
(1) Colmena agrees that it will accept responsibility for
telecommunications services billed by BellSouth for its billing and
collection customers for Colmena's end user accounts which are resident
in LIDB pursuant top this Agreement. Colmena authorizes BellSouth to
place such charges on Colmena's bill from BellSouth and agrees that it
shall pay all such charges. Charges for which Colmena hereby takes
responsibility include, but are not limited to, collect and third
number calls.
(2) Charegs for such services shall appear on a separate BellSouth bill
page identified with the name of the entity for which BellSouth is
billing the charge.
(3) Colmena shall have the responsibility to render a billing statement to
its end users for these charges, but Colmena's obligation to pay
BellSouth for the charges billed shall be independent of whether
Colmena is able or not to collect from Colmena's end users.
(4) BellSouth shall not become involved in any dispute between Colmena and
the entities for which BellSouth performs billing and collection.
BellSouth will not issue adjustments for charges billed on behalf of an
entity to Colmena. It shall be the responsibility of Colmena and the
other entity to negotiate and arrange for any appropriate adjustments.
II TERM
This Agreement will be effective as of ___________, and will continue
in effect for one year, and thereafter may be continued until
terminated by either Party upon thirty (30) days written notice to the
other Party.
III FEES FOR SERVICE AND TAXES
A. Colmena will not be charged a fee for storage services provided by
BellSouth to Colmena, as described in Section I of this Agreement.
B. Sales, use and all other taxes (excluding taxes on BellSouth's income)
determined by BellSouth or any taxing authority to be due to any
federal, state or local taxing jurisdiction with respect to the
provision of the service set forth herein will be paid by Colmena.
Colmena shall have the right to have BellSouth contest with the
imposing jurisdiction, at Colmena's expense, any such taxes that
Colmena deems are improperly levied.
Attachment 1 - Page 379
Exhibit C
<PAGE>
IV INDEMNIFICATION
To the extent not prohibited by law, each Party will indemnify the
other and hold the other harmless against any loss, cost, claim,
injury, or liability relating to or arising out of negligence or
willful misconduct by the indemnifying Party or its agents or
contractors in connection with the indemnifying Party's provision of
services, provided, however, that any indemnifying for any loss, cost,
claim, injury or liability arising out of or relating to errors or
omissions in the provision of services under this Agreement shall be
limited as otherwise specified in this Agreement. The indemnifying
Party under this Section agrees to defend any suit brought against the
other Party for any such loss, cost, claim, injury or liability. The
indemnifying Party agrees to notify the other Party promptly, in
writing, of any written claims, lawsuits, or demands for which the
other Party is responsible under this Section and to cooperate in every
reasonable way to facilitate defense or settlement of claims. The
indemnifying Party shall not be liable under this Section for
settlement by the indemnifying Party of any claim, lawsuit, or demand
unless the defense of the claim, lawsuit, or demand has been tendered
to it in writing and the indemnifying Party has unreasonably failed to
assume such defense.
V. LIMITATION OF LIABILITY
Neither Party shall be liable to the other Party for any lost profits
or revenues or for any indirect, incidental or consequential damages
incurred by the other Party arising from this Agreement or the services
performed or not performed hereunder, regardless of the cause of such
loss or damage.
VI. MISCELLANEOUS
A. It is understood and agreed to by the Parties that BellSouth may
provide similar services to other companies.
B. All terms, conditions and operations under this Agreement shall
be performed in accordance with, and subject to, all applicable local,
state or federal legal and regulatory tariffs, rulings, and other
requirements of the federal courts, the U.S. Department of Justice and
state and federal regulatory agencies. Nothing in this Agreement shall
be construed to cause wither Party to violate any such legal or
regulatory requirement and either Party's obligation to perform shall
be subject to all such requirements.
Page 380
<PAGE>
C. Colmena agrees to submit to BellSouth all advertising, sales
promotion, press releases, and other publicity matters relating to
this Agreement wherein BellSouth's corporate or trade names, logos,
trademarks or service marks or those of BellSouth's affiliated
companies are mentioned or language from which he connection of said
names or trademarks therewith may be inferred or implied; and Colmena
further agrees not to publish or use advertising, sales promotions,
press releases, or publicity matters without BellSouth's prior written
approval.
D. This Agreement constitutes the entire Agreement between Colmena
and BellSouth which supersedes all prior Agreements or contracts, oral
or written representations, statements, negotiations, understandings,
proposals and undertakings with respect to the subject matter hereof.
E. Except as expressly provided in this Agreement, if any part of
this Agreement is held or construed to be invalid or unenforceable,
the validity of any other Section of this Agreement shall remain in
full force and effect to the extent permissible or appropriate in
furtherance of the intent of this Agreement.
F. Neither Party shall be held liable for any delay or failure in
performance of any part of this Agreement for any cause beyond its
control and without its fault or negligence, such as acts of God, acts
of civil or military authority, government regulations, embargoes,
epidemics, war, terrorist acts, riots, insurrections, fires,
explosions, earthquakes, nuclear accidents, floods, strikes, 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 common carriers.
G. This Agreement shall be deemed to be a contract made under the
laws of the State of Georgia, and the construction, interpretation and
performance of this Agreement and all transactions hereunder shall be
governed by the domestic law of such State.
Attachment 1 - Page 381
EXHIBIT C
<PAGE>
RESALE ADDENDUM
TO LINE INFORMATION DATA BASE (LIDB)
STORAGE AGREEMENT
This is a Resale Addendum to the Line Information Data Base
Agreement dated _____________________, 199____, between BellSouth
Telecommunications, Inc. ("BellSouth"), and Colmena ("Colmena"),
effective the ______day of ___________, 199
I. GENERAL
This Addendum sets forth the terms and conditions for Colmena's
provision of billing number information to BellSouth for inclusion in
BellSouth's LIDB. BellSouth will store in its LIDB the billing number
information provided by Colmena, and BellSouth will provide response
to on-line, call-by-call queries to this information for purposes
specified in Section I.B. of the Agreement.
II DEFINITIONS
A. Billing number - a number used by BellSouth for the purpose of
identifying an account liable for charges. This number may be a line
or a special billing number.
B. Line number - a ten digit number assigned by BellSouth that
identifies a telephone line associated with a resold local exchange
service, or with a SPNP arrangement.
B. Special billing number - a ten digit number that identifies a
billing account established by BellSouth in connection with a resold
local exchange service or with a SPNP arrangement.
D. Calling Card number - a billing number plus PIN number assigned
by BellSouth.
E. PIN number - a four digit security code assigned by BellSouth
which is added to a billing number to compose a fourteen digit calling
card number.
F. Toll billing exception indicator - associated with a billing
number to indicate that it is considered invalid for billing of
collect calls or third number calls or both, by the Colmena.
F. Billed Number Screening - refers to the activity of determining
whether a toll billing exception indicator is present for a particular
billing number.
Attachment 1 - Page 382
EXHIBIT C
<PAGE>
H. Calling Card Validation - refers to the activity of determining
whether a particular calling card number exists as stated or otherwise
provided by a caller.
J. Billing number information - information about billing number or
Calling Card number as assigned by BellSouth and toll billing
exception indicator provided t BellSouth by the Colmena.
III. RESPONSIBILITIES OR PARTIES
A. BellSouth will include billing number information associated with
resold exchange lines or SPNP arrangements in its LIDB. The Colmena
will request any toll billing exceptions via the Local Service Request
(LSR) form used to order resold exchange lines, or the SPP service
request form used to order SPNP arrangements.
B. Under normal operating conditions, BellSouth shall include the
billing number information in its LIDB upon completion of the service
order establishing either the resold local exchange service or the
SPNP arrangement, provided that BellSouth shall not be held
responsible for any delay or failure in performance to the extent such
delay or failure is caused by circumstances or conditions beyond
BellSouth's reasonable control. BellSouth will store in its LIDB an
unlimited volume of the working telephone numbers associated with
either the resold local exchange lines or the SPNP arrangements. For
resold local exchange lines or for SPNP arrangements, BellSouth will
issue line-based calling cards only in the name of Colmena. BellSouth
will not issue line-based calling cards in the name of Colmena's
individual end users. In the event that Colmena wants to include
calling card numbers assigned by the Colmena in the BellSouth LIDB, a
separate agreement is required.
C. BellSouth will provide responses to on-line, call-by-call queries
to the stored information for the specific purposes listed in the next
paragraph.
D. BellSouth is authorized to use the billing number information to
perform the following functions for authorized users on an on-line
basis:
1. Validate a 14 digit Calling Card number where the first 10 digits
are a line number or special billing number assigned by BellSouth, and
where the last four digits (PIN) are a security code assigned by
BellSouth.
2. Determine whether the Colmena has identified the billing number
as one which should not be billed for collect or third number calls,
or both.
Attachment 1 - Page 383
EXHIBIT D
<PAGE>
RAO Hosting
1. RAO Hosting, Calling Card and Third Number Settlement System (CATS) and
Non-Intercompany Settlement System (NICS) services provided to Colmena
by BellSouth will be in accordance with the methods and practices
regularly adopted and applied by BellSouth to its own operations during
the term of this Agreement, including such revisions as may be made
from time to time by BellSouth.
2. Colmena shall furnish all relevant information required by BellSouth
for the provision of RAO Hosting, CATS and NICS.
3. Applicable compensation amounts will be billd by BellSouth to Colmena
on a monthly basis in arrears. Amounts due from one Party to the other
(excluding adjustments) are payable within thirty (30) days of receipt
of the billing statement.
4. Colmena must have its own unique RAO code. Requests for establishment
of RAO status where BellSouth is the selected Centralized Message
Distribution System (CMDS) interfacing host, require written
notification from Colmena to the BellSouth RAO Hosting coordinator at
least eight (8) weeks prior to the proposed effective date. The
proposed effective date will be mutually agreed upon between the
Parties with consideration given to time necessary for the completion
of required Telcordia (formerly BellCore) functions. BellSouth will
request the assignment of an RAO code from its connecting contractor,
currently Telcordia (formerly BellCore), on behalf of Colmena and will
coordinate all associated conversion activities.
5. BellSouth will receive messages from Colmena that are to be processed
by BellSouth, another LEC or CLEC in the BellSouth region or a LEC
outside the BellSouth region.
6. BellSouth will perform invoice sequence checking, standard EMI format
editing, and balancing of message data with the EMI trailer record
counts on all data received from Colmena.
7. All data received from Colmena that is to be processed or billed by
another LEC or CLEC within the BellSouth region will be distributed to
that LEC or CLEC in accordance with the agreement(s) which may be in
effect between BellSouth and the involved LEC or CLEC.
8. All data received from Colmena that is to be placed on the CMDS network
for distribution outside the BellSouth region will be handled in
accordance with the agreement(s) which may be in effect between
BellSouth and its connecting contractor (currently Telcordia (formerly
BellCore)).
Attachment 1 - Page 384
EXHIBIT D
<PAGE>
9. BellSouth will receive messages from the CMDS network that are destined
to be processed by Colmena and will forward them to Colmena on a daily
basis.
10. Transmission of message data between BellSouth and Colmena will be via
CONNECT: Direct.
11. All messages and related data exchanged between BellSouth and Colmena
will be formatted in accordance with accepted industry standards for
EMI formatted records and packed between appropriate EMI header and
trailer records, also in accordance with accepted industry standards.
12. Colmena will ensure that the recorded message detail necessary to
recreate files provided to BellSouth will be maintained for back-up
purposes for a period of three (3) calendar months beyond the related
message dates.
13. Should it become necessary for Colmena to send data to BellSouth more
than sicty (60) days past the message date(s), Colmena will notify
BellSouth in advance of the transmission of the data. If there will be
impacts outside the BellSouth region, BellSouth will work with its
connecting contractor and Colmena to notify all affected Parties.
14. In the event that data to be exchanged between the two Parties should
become lost or destroyed, both Parties will work together to determine
the source of the problem. Once the cause of the problem has been
jointly determined and the responsible Party (BellSouth or Colmena)
identified and agreed to, the company responsible for creating the
data (BellSouth or Colmena) will make every effort to have the
affected data restored and retransmitted. If the data cannot be
retrieved, the responsible Party will be liable to the other Party for
any resulting lost revenue. Lost revenue may be a combination of
revenues that could be billed to the end users and associated access
revenues. Both Parties will work together to estimate the revenue
amount based upon historical data through a method mutually agreed
upon. The resulting estimated revenue loss will be paid by the
responsible Party to the other Party within three (3) calendar months
of the date of problem resolution, or as mutually agreed upon by the
Parties.
15. Should an error be detected by the EMI format edits performed by
BellSouth on data received from Colmena, the entire pack containing the
affected data will not be processed by BellSouth. BellSouth will notify
Colmena of the error condition. Colmena will correct the error(s) and
will resend the entire pack to BellSouth for processing. In the event
that an out-of-sequence condition occurs on subsequent packs, Colmena
will resend these pack to BellSouth after the pack containing the error
has been successfully reprocessed by BellSouth.
Attachment 1 - Page 385
EXHIBIT D
<PAGE>
16. In association with message distribution service, BellSouth will
provide Colmena with associated intercompany settlements reports (CATS
and NICS) as appropriate.
17. In no case shall either Party be liable to the other for any direct or
consequential damages incurred as a result of the obligations set out
in this agreement.
18. RAO Compensation
18.1 Rates for message distribution service provided by BellSouth for
Colmena are as set forth in Exhibit A to this Attachment.
18.2 Rates for data transmission associated with message distribution
service are as set forth ion Exhibit A to this Attachment.
18.3 Data circuits (private line or dial-up) will be required between
BellSouth and Colmena for the purpose of data transmission. Where a
dedicated line is required, Colmena will be responsible for ordering
the circuit, overseeing its installation and coordinating the
installation with BellSouth. Colmena will also be responsible for any
charges associated with this line. Equipment required on the BellSouth
end to attach the line to the mainframe computer and to transmit
successfully ongoing will be negotiated on a case by case basis. Where
a dial-up facility is required, dial circuits will be installed in the
BellSouth data center by BellSouth and the associated charges assessed
to Colmena. Additionally, all message toll charges associated with the
use of the dial circuit by Colmena will be the responsibility of
Colmena. Associated equipment on the BellSouth end, including a modem,
will be negotiated on a case by case basis between the Parties.
18.4 All equipment, including modems and software, that is requird on
the Colmena end for the purpose of data transmission will be the
responsibility of Colmena.
19. Intercompany Settlements Messages
19.1 This Section addresses the settlement of revenues associated with
traffic originated from or billed by Colmena as a facilities based
provider of local exchange telecommunications aservices outside the
BellSouth region. Only traffic that originates in one Bell operating
territory and bills in another Bell operating territory is included.
Traffic that originates and bills within the same Bell operating
territory will be settled on a local basis between Colmena and the
involved company(ies), unless that company is participating in NICS.
19.2 Both traffic that originates outside the BellSouth region by
Comena and is billed within the BellSouth region, and traffic that
originates within the BellSouth region and is billed outside the
BellSouth region by Colmena, is covered by this Agreement (CATS). Also
covered is traffic that either is originated by or billed by Colmena,
involves a company other than Colmena, qualifies for inclusion in the
CATS settlement, and is not originated or billed within the BellSouth
region (NICS)
Attachment 1 - Page 386
EXHIBIT D
<PAGE>
.
19.3 Once Colmena is operating within the BellSouth territory,
revenues associated with calls originated and billed within the
BellSouth region will be settled via Telcordai (formerly BellCore)'s,
its successor or assign, NICS system.
19.4 BellSouth will receive the monthly NICS reports from Telcordia
(formerly BellCore), its successor or assign, on behalf of Colmena.
BellSouth will distribute copies of these reports to Colmena on a
monthly basis.
19.5 BellSouth will receive the monthly Calling Card and Third Number
Settlement System (CATS) reports from Telcordia (formerly BellCore),
its successor or assign, on behalf of Colmena. BellSouth will
distribute copies of these reports to Colmena.
19.6 BellSouth will collect the revenue earned by Colmena from the
Bell operating company in whoce territory the messages are billed
(CATS), less a per message billing and collection fee of five cents
($0.05), on behalf of Colmena. BellSouth will remit the revenue billed
by Colmena to the Bell operating company in whose territory the
messages originated, less a per message billing and collection fee of
five cents ($0.05), on behalf on Colmena. These two amounts will be
netted together by BellSouth and the resulting charge or credit issued
to Colmena via a monthly Carrier Access Billing System (CABS)
miscellaneous bill.
19.7 BellSouth will collect the revenue earned by Colmena within the
BellSouth territory from another CLEC also within the BellSouth
territory (NICS) where the messages are billed, less a per message
billing and collection fee of five centee\s ($0.05), on behalf of
Colmena. BellSouth will remit the revenue billed by Colmena within the
BellSouth region to the CLEC also within the BellSouth region, where
the messages originated, less a per message billing and collection fee
of five cents ($0.05). These two amounts will be netted together by
BellSouth and the resulting charge or credit issued to Colmena via a
monthly Carrier Access Billing System (CABS) miscellaneous bill.
BellSouth and Colmena agree that monthly netted amounts of less than
fifty dollars ($50.00) will not be settled.
Attachment 1 - Page 387
EXHIBIT E
<PAGE>
Optional Daily Usage File
1. Upon written request from Colmena, BellSouth will provide the Optional
Daily Usage File (ODUF) service to Colmena pursuant to the terms and
conditions set forth in this section.
2. Colmena shall furnish all relevant information required by BellSouth
for the provision of the Optional Daily Usage File.
3. The Optional Daily Usage Feed will contain billable messages that were
carried over the BellSouth Network and processed in the BellSouth
Billing System, but billed to a Colmena customer. Charges for delivery
of the Optional Daily Usage File will appear on Colmenas' monthly
bills. The charges are as set forth in Exhibit A to this Attachment.
4. The Optional Daily Usage Feed will contain both rated and unrated
messages. All messages will be in the standard Alliance for
Telecommunications Industry Solutions (ATIS) EMI record format.
5. Messages that error in Colmena's billing system will be the
responsibility of Colmena. If, however, Colmena should encounter
significant volumes of errored messages that prevent processing by
Colmena within its systems, BellSouth will work with the to determine
the source of the errors and the appropriate resolution.
6. The following specifications shall apply to the Optional Daily Usage
Feed.
6.1 Usage To Be Transmitted
6.1.1 The following messages recorded by BellSouth will be
yransmitted to Colmena:
Message recording for per use/per activation type services
(examples: Three Way Calling, Verify, Interrupt, Call
Return, ETC.)
Measured billable Local
Directory Assistance messages
IntraLATA Toll
WATS & 800 Service
N11
Attachment 1 - Page 388
EXHIBIT E
<PAGE>
Information Service Provider Messages
Operator Services Messages
Operator Services Message Attempted Calls (UNE only)
Credit/Cancel Records
Usage for Voice Mail Message Service
6.1.2 Rated Incollects (originated in BellSouth and from other
companies) can also be on Optional Daily Usage File. Rated Incollects
will be intermingled with BellSouth recorded rated and unrated usage.
Rated Incollects will not be packed separately.
6.1.3 BellSouth will perform duplicate record checks on records
processed to Optional Daily Usage File. Any duplicate messages
detected will be deleted and not sent to Colmena.
6.1.4 In the event that Colmena detects a duplicate on Optional Daily
Usage File they receive from BellSouth, Colmena will drop the
duplicate message (Colmena will not return the duplicates to
BellSouth).
6.2 Physical File Characteristics
6.2.1 The Optional Daily Usage File will be distributed to Colmena via
an agreed medium with CONNECT: Direct being the preferred transport
method. The Daily Usage Feed will be a variable block format (2476)
with an LRECL of 2472. The data on the Daily Usage Feed will be in a
non-compacted EMI format (175 byte format plus modules). It will be
created on a daily basis (Monday through Friday except holidays).
Details such as dataset name and delivery schedule will be addressed
during negotiations of the distribution medium. There will be a
maximum of one dataset per workday per OCN.
6.2.2 Data circuits( private line or dial-up) may be required between
BellSouth and Colmena for the purpose of data transmission. Where a
dedicated line is required, Colmena will be responsible for ordering
the circuit, overseeing its installation and coordinating the
installation with BellSouth. Colmena will also be responsible for any
charges associated with this line. Equipment required on the BellSouth
end to attach the line to the mainframe computer and to transmit
successfully ongoing will be negotiated on a case by case basis. Where
a dial-up facility is required, dial circuits will be installed in the
BellSouth data center by BellSouth and the associated charges assessed
to Colmena. Additionally, all message toll charges associated with the
use of the dial circuit by Colmena will be the responsibility of
Colmena. Associated equipment on the BellSouth end, including a modem,
will be negotiated on a case by case basis between the parties. All
equipment, including modems and software, that is required on Colmena
end for the purpose of data transmission will be the responsibility of
Colmena.
Attachment 1 - Page 389
EXHIBIT E
<PAGE>
6.3 Packing Specifications
6.3.1 A pack will contain a minimum of one message record or a maximum
of 99,999 message records plus a pack header and a pack trailer
record. One tranmission can contain a maximum of 99 packs and a
minimum of one pack.
6.3.2 The OCN, From RAO, and Invoice Number will control the invoice
sequencing. The From RAO will be used to identify to Colmena which
BellSouth RAO that is sending the message. BellSouth and Colmena will
use the invoice sequencing to control data exchange. BellSouth will be
notified of sequence failures identified by Colmena and resend the
data as appropriate.
THE DATA WILL BE PACKED USING ATIS EMI RECORDS.
6.4 Pak rejection
6.4.1 Colmena will notify BellSouth within one business day of rejected
packs (via the mutually agreed medium). Packs could be rejected
because of pack sequencing discrepancies or a critical edit failure on
the Pack Header or Pack Trailer records (i.e. out-of-balance condition
on grand totals, invalid data populated). Standard ATIS EMI Error
Codes will be used. Colmena will not be required to return the actual
rejected data to BellSouth. Rejected packs will be corrected and
retransmitted to Colmena by BellSouth.
6.5 Control Data
Colmena will send one confirmation record per pack that is received
from BellSouth. This confirmation record will indicate Colmena received
the pack and the acceptance or rejection of the pack. Pack status
Code(s) will be populated using standard ATIS EMI error codes for packs
that were rejected by Colmena for reasons stated in the above section.
6.6 Testing
6.6.1 Upon request from Colmena, BellSouth shall send est files to
Colmena for the Optional Daily Usage File. The parties agree to review
and discuss the file's content and/or format. For testing of usage
results, BellSouth shall request that Colmena set up a production
(LIVE) file. The live test may consist of Colmena's employees making
test calls for the types of services Colmena requests on the Optional
Daily Usage File. These test calls are logged by Colmena, and the logs
are provided to BellSouth. These logs will be used to verify the
files. Testing will be completed within 30 calendar days from the date
on which the initial test file was sent.
Attachment 1 - Page 390
EXHIBIT E
<PAGE>
Enhanced Optional Daily Usage File
1. Upon written request from Colmena, BellSouth will provide the Enhanced
Optional Daily Usage File (EODUF) service to Colmena pursuant to the
terms and conditions set forth in this section. EODUF will only be
sent to existing ODUF subscribers who request the EODUF option.
2.
The Colmena shall furnish all relevant information required by
BellSouth for the provision of the Enhanced Optional Daily Usage File.
3. The Enhanced Optional Daily Usage File (EODUF) will provide usage data
for local calls originating from resold Flat Rate Business and
Residential Lines.
4. Charges for delivery of \the Enhanced Optional Daily Usage File will
appear on Colmenas' monthly bills. The charges are as set forth in
Exhibit A to this Attachment.
5.
All messages will be in the standard Alliance for Telecommunications
Industry Solutions (ATIS) EMI record format.
6. Messages that error in the billing system of Colmena will be the
responsibility of Colmena. If, however, Colmena should encounter
significant volumes of errored messages that prevent processing by
Colmena within its systems, BellSouth will work with Colmena to
determine the source of the errors and appropriate resolution.
Page 391
<PAGE>
7. The following specifications shall apply to the Optional daily Usage Feed.
7.1 Usage To Be Transmitted
7.1.1 The following messages recorded by BellSouth will be transmitted
to Colmena:
Customer usage data for flat rated local call originating from
Colmena's end user lines (1FB or 1FR). The EODUF record for flat rate
messages will include: Date of Call From Number To Number Connect Time
Conversation Time Method of Recording From RAO Rate Class Message Type
Billing Indicators Bill to Number
7.1.2 BellSouth will perform duplicate record checks on EODUF records
processed to Optional Daily Usage File. Any duplicate messages
detected will be deleted and not sent to Colmena.
7.1.3 In the event that Colmena detects a duplicate on Enhanced
Optional Daily Usage File they receive from BellSouth, Colmena will
drop the duplicate message (Colmena will not return the duplicate to
BellSouth).
7.2 Physical File Characteristics
7.2.1 The Enhanced Optional Daily Usage Feed will be distributed to
Colmena over their existing Optional Daily Usage File (ODUF) feed. The
EODUF messages will be intermingled among Colmena's Optional Daily
Usage File (ODUF) messages. The EODUF will be a variable block format
(2476) withan LRECL of 2472. The data on the EODUF will be in a
non-compacted EMI format (175 byte format plus modules). It will be
created on a daily basis (Monday through Friday except holidays).
Page 392
<PAGE>
7.2.2 Data circuits (private line or dial-up) may be required between
BellSouth and Colmena for the purpose of data transmission. Where a
dedicated line is required, Colmena will be responsible for ordering
the circuit, overseeing its installation and coordinating the
installation with BellSouth. Colmena will also be responsible for any
charges associated with this line. Equipment required on the BellSouth
end to attach the line to the mainframe computer and to transmit
successfully ongoing will be negotiated on a case by case basis. Where
a dial-up facility is required, dial circuits will be installed in the
BellSouth data center by BellSouth and the associated charges assessed
to Colmena. Additionally, all message toll charges associated with the
use of the dial circuit by colmena will be the responsibility of
Colmena. Associated equipment on the BelLSouth end, including a modem,
will be negotiated on a case by case basis between the parties. All
equipment, including modems and software, that is required on
Colmena's end for the purpose of data transmission will be the
responsibility of Colmena.
7.3 Packing specifications
7.3.1 A pack will contain a minimum of one message record or a maximum
of 99,999 message records plus a pack header record and a pack trailer
record. One transmission can contain a maximum of 99 packs and a
minimum of one pack.
7.3.2 The Operating Company Number (OCN), From Revenue Accounting
Office (RAO), and Invoice Number will control the invoice sequencing.
The From RAO will be used to identify to Colmena which BellSouth RAO
that is sending the message. BellSouth and Colmena will use the
invoice sequencing to control data exchange. BellSouth will be
notified of sequence failure identified by Colmena and resend the data
as appropriate.
THE DATA WILL BE PACKED USING ATIS EMI RECORDS.
Attachment 1 - Page 393
<PAGE>
CALLING NAME DELIVERY (CNAM) DATABASE SERVICES
1. DEFINITIONS
For the purpose of this Attachment, the following terms shall be
defined as:
CALLING NAME DELIVERY DATABASE SERVICE (CNAM) - The ability
to associate a name with the calling party number, allowing the end
user subscriber (to which a call is being terminated) to view the
calling party's name before the call is answered. This service also
provides Colmena the opportunity to load and store its subscriber names
in the BellSouth CNAM SCPs.
CALLING PARTY NUMBER (CPN) - Thenumber of the calling party that is
delivered to the terminating switch using common channel sugnaling
system 7 (CCS7) technology, and that is contained in the Initial
Address Message (IAM) portion of the CCS7 call steup.
COMMON CHANNEL SIGNALING SYSTEM 7 (CCS&) - A network
signaling technology in which all signaling information between two of
more nodes is transmitted over high-speed data links, rather than over
voice circuits.
SERVICE CONTROL POINTs (SCPs) - The real-time data base systems that
contain the names to be provided in response to queries received form
CNAM SSPs.
SERVICE MANAGEMENT SYSTEM (SMS) - The main operations support system of
CNAM DATABASE SERVICE. CNAM records are loaded into the SMS, which in
turn downloads into the CNAM SCP.
SERVICE SWITCHING POINTs (SSPs) - Features of computerized switches in
the telephone network that determine that a terminating line has
subscriber to CNAM service, and then communicate with CNAM SCPs in
order to provide the name associated with the calling party number.
SUBSYSTEM NUMBER (SSN) - The address used in the Signaling Connection
Control Part (SCCP) layer of the SS7 protocol to designate an
application at an end signaling point. A SSN for CNAM at the end office
designates the CNAM application within the end office. BellSouth uses
the CNAM SSN of 232.
2. ATTACHMENT
2.1 This Attachment contains the terms and conditions where BellSouth
will provide to Colmena access to the BellSouth CNAM SCP for query or
record storage purposes. Colmena shall submit to BellSouth a notice of
its intent to access and utilize BellSouth CNAM Database Services
pursuant to the terms and conditions of this Attachment. Said notice
shall be in writing, no less than 60 days prior to Colmena's access to
BellSouth's CNAM Database Services and shall be addressed to Colmena's
Account Manager.
Attachment 1 - Page 394
Exhibit G
<PAGE>
3. PHYSICAL CONNECTION AND COMPENSATION
3.1 BellSouth's provision of CNAM Database Services to Colmena
requires interconnection from Colmena to BellSouth CNAM Service
Control Points (SCPs). Such interconnections shall be established
pursuant to Attachment 3 of this Agreement. The appropriate charge for
access to and use of the BellSouth CNAM Database service shall be as
set forth in this Attachment.
3.2 In order to formulate a CNAM query to be sent to the BellSouth
CNAM SCP, Colmena shall provide its own CNAM SSP. Colmena's CNAM SSPs
must be compliant with TR-NWT-001188, "CLASS Calling Name Delivery
Generic Requirements."
3.3 If Colmena elects to access the BellSouth CNAM SCP via a third
party CCS7 transport provider, the third party CCS7 provider shall
interconnect with the BellSouth CCS7 network according the BellSouth's
Common Channel Signaling Interconnection Guidelines and Telcordia
(formerly BellCore)'s CCS Network Interface Specification document,
TR-TSV-000905. In addition, the third party provider shall establish
CCS7 interconnection at the BellSouth Local Signal Transfer Points
(LSTPs) serving the BellSouth CNAM SCPs that Colmena desires to query.
3.4 Out-Of-Region Customers. If the customer queries the BellSouth
CNAM SCP via a third party national SS7 transport provider, the third
party SS7 provider shall interconnect with the BellSouth CCS7 network
according to BellSouth's Common Channel Signaling Interconnection
Guidelines and Bellcore's CCS Network Interface Specification
document, TR-TSV-000905. In additional, the third party provider shall
establish SS7 interconnection at one or more of the BellSouth Gateway
Signal Transfer Points (STPs). The payment of all costs associated
with the transport of SS7 signals via a third party will be
established by mutual agreement of the parties and writing shall, by
this reference become an integral part of this Agreement
4. CNAM RECORD INITIAL LOAD AND UPDATES
4.1 The mechanism to be used by Colmena for initial CNAM record load
and/or updates shall be determined by mutual agreement. The initial
load and all updates shall be provided by Colmena in the BellSouth
specified format and shall contain records for every working telephone
number that can originate phone calls. It is the responsibility of
Colmena to provide accurate information to BellSouth on a current
basis.
4.2 Updates to the SMS shall occur no less than once a week, reflect
service order activity affecting either name or telephone number, and
involve only record additions, deletions or changes.
4.3 Colmena CNAM records provided for storage in the BellSouth CNAM
SCP shall be available, on a SCP query basis only, to all parties
querying the BellSouth CNAM SCP. Further, CNAM service shall be
provided by each party consistent with state and/or federal
regulation.
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<TABLE> ATTACHMENT TO BELL SOUTH AGREEMENT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DESCRIPTION USOC AL FL GA KY LA MS NC SC TN
ODUF/EODUF/CMDS
ODUF: Recording,
per message N/A $0.0002 $0.008 $0.008 $0.0008611 $0.00019 $0.0001179 $0.008 $0.0002862 $0.008
ODUF: Message Processing,
per message
N/A $0.0033 $0.004 $0.004 $0.0032357 $0.0024 $0.0032089 $0.004 $0.0032344 $0.004
EODUF: Message Processing,
per message N/A $0.004 $0.004 $0.004 $0.004 $0.004 $0.004 $0.004 $0.004 $0.004
CMDS: Message Processing,
per message N/A $0.004 $0.004 $0.004 $0.004 $0.004 $0.004 $0.004 $0.004 $0.004
ODUF: Message Processing,
per magnetic tape
provisioned N/A $55.19 $54.95 $54.95 $55.68 $47.30 $54.62 $54.95 $54.72 $54.95
EODUF: Message Processing,
per magnetic tape
provisioned N/A $47.30 $47.30 $47.30 $47.30 $47.30 $47.30 $47.30 $47.30 $47.30
ODUF: Data Transmission
(CONNECT: DIRECT per message N/A $0.00004 $0.001 $0.001 $0.0000365 $0.00003 $0.0000354 $0.001 $0.0000357 $0.001
EODUF: Data Transmission
(CONNECT: DIRECT
per message N/A) $0.0000364 $0.0000364 $0.0000364 $0.0000364 $0.0000364 $0.0000364 $0.0000364 $0.0000364 $0.0000364
CMDS: Data Transmission
(CONNECT: DIRECT
per message N/A $0.001 $0.001 $0.001 $0.001 $0.001 $0.001 $0.001 $0.001 $0.001
CALLING NAME (CNAM)
QUERY SERVICE
CNAM: (Data base owner)
per query N/A $0.016 $0.016 $0.016 $0.016 $0.016 $0.016 $0.016 $0.016 $0.016
CNAM: (Non data base owner)
per query * N/A $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01 $0.01
NRC Applied when Colmena
uses the character Based
User Interface (CHUI) N/A $595.00 $595.00 $595.00 $595.00 $595.00 $595.00 $595.00 $595.00 $595.00
Method to transmit
the names to BellSouth
CNAM data base.
* Volume and Term Agreements are also available
Notes: If no rate is identified in the contract, the rate for the specific
service or function will be as set forth in applicable BellSouth tariff or as
negotiated by the parties upon request by other party.
</TABLE>
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