<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 13, 1998.
REGISTRATION NO. 333-49397
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
FOCAL COMMUNICATIONS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
DELAWARE 4812 36-4167094
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
200 NORTH LASALLE STREET, SUITE 800, CHICAGO, ILLINOIS 60601
(312) 895-8400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JOSEPH A. BEATTY
EXECUTIVE VICE PRESIDENT, CHIEF FINANCIAL OFFICER, AND TREASURER
FOCAL COMMUNICATIONS CORPORATION
200 NORTH LASALLE STREET, SUITE 800
CHICAGO, ILLINOIS 60601
(312) 895-8400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
SCOTT HODES, ESQ.
DAVID S. GUIN, ESQ.
ROSS & HARDIES
150 NORTH MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601
(312) 558-1000
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, please check the following box. [_]
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
Subject to completion - dated August 13, 1998
PROSPECTUS
$270,000,000
FOCAL COMMUNICATIONS CORPORATION
OFFER TO EXCHANGE ITS 12.125% SENIOR DISCOUNT NOTES DUE 2008, SERIES B FOR ANY
AND ALL OF ITS OUTSTANDING 12.125% SENIOR DISCOUNT NOTES DUE 2008
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER
16, 1998, UNLESS EXTENDED.
Focal Communications Corporation, a Delaware corporation ("Focal" or the
"Company"), hereby offers, upon the terms and subject to the conditions set
forth in this Prospectus (as the same may be amended or supplemented from time
to time) and in the accompanying Letter of Transmittal (the "Letter of
Transmittal") (which together constitute the "Exchange Offer"), to exchange
$1,000 stated principal amount at maturity of its 12.125% Senior Discount
Notes due February 15, 2008, Series B (the "Exchange Notes") which have been
registered under the Securities Act of 1933, as amended (the "Securities
Act"), for each $1,000 principal amount at maturity of its outstanding
unregistered 12.125% Senior Discount Notes due February 15, 2008, of which
$270,000,000 in aggregate principal amount at maturity is outstanding as of
the date hereof (the "Senior Notes" and, together with the Exchange Notes, the
"Notes").
The form and terms of the Exchange Notes will be identical in all material
respects to the form and terms of the Senior Notes, except that (i) the
Exchange Notes will have been registered under the Securities Act and
therefore will not be subject to certain restrictions on transfer applicable
to the Senior Notes and (ii) holders of the Exchange Notes will not be
entitled to certain rights of holders of the Senior Notes under the
Registration Agreement dated February 15, 1998 (the "Registration Agreement")
among the Company and Salomon Brothers Inc, Morgan Stanley & Co. Incorporated
and NationsBanc Montgomery Securities LLC (the "Initial Purchasers"). The
Exchange Notes will evidence the same indebtedness as the Senior Notes (which
they replace) and will be issued pursuant to, and entitled to the benefits of,
an indenture dated as of February 18, 1998 between the Company and the Harris
Trust and Savings Bank, as trustee (the "Trustee"), governing the Senior Notes
and the Exchange Notes (the "Indenture").
The Exchange Notes will mature on February 15, 2008. In the period prior to
February 15, 2003, interest at a rate of 12.125% per annum will accrue on the
Exchange Notes but will not be payable in cash ("Deferred Interest"). From
February 15, 2003, interest at a rate of 12.125% per annum ("Current
Interest") on the stated principal amount at maturity of the Exchange Notes
will be payable in cash semiannually on August 15 and February 15 of each
year, beginning on August 15, 2003. For U.S. federal income tax purposes, the
Exchange Notes will be considered to bear original issue discount.
Accordingly, holders of the Notes will be required to report income for tax
purposes in advance of the receipt of current payments to which such income is
attributable. See "Description of the Exchange Notes" and "Certain United
States Federal Income Tax Considerations."
The Exchange Notes will be redeemable, at the option of the Company at any
time, in whole or in part, on or after February 15, 2003, at the redemption
prices set forth herein plus accrued and unpaid Current Interest, if any, to
the redemption date. In the event of one or more Public Equity Offerings (as
defined herein), following which there is a Public Market (as defined herein),
on or before February 15, 2001, the Company may, at its option, use all or a
portion of the net cash proceeds therefrom to redeem up to 35% of the
aggregate stated principal amount at maturity of the Exchange Notes at a
redemption price equal to 112.125% of the Accreted Value (as defined herein)
thereof plus accrued and unpaid Current Interest, if any, and Additional
Interest (as defined herein), if any, to the redemption date. See "Description
of the Exchange Notes--Optional Redemption." In the event of a Change of
Control (as defined herein) each holder of Exchange Notes will have the right
to require the Company to repurchase all or any part of such holder's Exchange
Notes at a purchase price equal to 101% of the Accreted Value thereof plus
accrued and unpaid Current Interest, if any, to the repurchase date (the
"Change of Control Purchase Price"). If after giving effect to a Change of
Control Offer (as defined herein) at least 95% of the original aggregate
stated principal amount at maturity of the Exchange Notes has been redeemed or
repurchased, the Company shall have the right to redeem the balance of the
Exchange Notes at a redemption price equal to 101% of the Accreted Value
thereof plus accrued and unpaid Current Interest, if any, and Additional
Interest, if any, to the redemption date. See "Description of the Exchange
Notes--Repurchase at the Option of Holders upon a Change of Control." There
can be no assurance that the Company will have the financial resources
necessary to repurchase the Exchange Notes in such circumstances.
(continued on next page)
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SEE "RISK FACTORS" COMMENCING ON PAGE 11 FOR A DISCUSSION OF CERTAIN FACTORS
WHICH INVESTORS SHOULD CONSIDER IN CONNECTION WITH THE EXCHANGE OFFER AND AN
INVESTMENT IN THE EXCHANGE NOTES OFFERED HEREBY.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August 14, 1998.
<PAGE>
(continued from previous page)
The Exchange Notes will be senior unsecured obligations of the Company
ranking pari passu in right of payment with the Senior Notes and all other
existing and future senior unsecured indebtedness of the Company, if any, and
will rank senior in right of payment to all existing and future subordinated
indebtedness of the Company, if any. Holders of secured indebtedness of the
Company, however, will have claims that are prior to the claims of the holders
of the Exchange Notes with respect to the assets securing such indebtedness.
The Company is a holding company that conducts all of its operations through
its subsidiaries. The Notes will therefore be effectively subordinated to the
claims of creditors and holders of preferred stock of the Company's
subsidiaries. See "Risk Factors--Holding Company Structure; Effective
Subordination of the Exchange Notes" and "Description of the Exchange Notes--
Ranking." As of December 31, 1997, on a pro forma basis after giving effect to
the Offering (as defined herein) and the application of the net proceeds
therefrom, the Company would have had no outstanding indebtedness other than
the Notes.
The Senior Notes were originally issued and sold on February 18, 1998 in a
transaction not registered under the Securities Act (the "Offering").
Accordingly, the Senior Notes may not be offered for resale, resold or
otherwise transferred unless so registered or unless an applicable exemption
from the registration requirements of the Securities Act is available. Based
on interpretations by the staff of the Securities and Exchange Commission (the
"Commission"), as set forth in no-action letters issued to third parties
unrelated to the Company, the Company believes that the Exchange Notes issued
pursuant to the Exchange Offer may be offered for resale, resold or otherwise
transferred by holders thereof (other than any holder that is (i) a broker-
dealer that acquired Senior Notes as a result of market-making activities or
other trading activities, or (ii) a broker-dealer that acquired Senior Notes
directly from the Company for resale pursuant to Rule 144A under the
Securities Act ("Rule 144A") or another available exemption under the
Securities Act) without compliance with the registration or prospectus
delivery provisions of the Securities Act, provided that such Exchange Notes
are acquired in the ordinary course of such holders' business, such holders
have no arrangement or understanding with any person to participate in the
distribution of such Exchange Notes and such holders are not "affiliates" of
the Company (within the meaning of Rule 405 under the Securities Act).
However, the staff of the Commission has not considered the Exchange Offer in
the context of a no-action letter, and there can be no assurance that the
staff of the Commission would make a similar determination with respect to the
Exchange Offer as in such other circumstances.
By tendering Senior Notes in exchange for Exchange Notes, each holder will
represent to the Company, among other things, that: (i) any Exchange Notes to
be received by such holder will be acquired in the ordinary course of such
holder's business; (ii) at the time of the commencement of the Exchange Offer,
such holder has no arrangement or understanding with any person to participate
in the distribution (within the meaning of the Securities Act) of the Exchange
Notes; and (iii) such holder is not an "affiliate" of the Company (within the
meaning of Rule 405 under the Securities Act). Each broker-dealer that
receives Exchange Notes for its own account in exchange for Senior Notes,
where such Senior Notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities, must acknowledge that it
will deliver a prospectus in connection with any resale of such Exchange
Notes. The Letter of Transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act. This Prospectus,
as it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Notes received in
exchange for Senior Notes where such Senior Notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities. The Company has agreed that, starting on the Expiration Date (as
defined herein) and ending on the close of business 90 days after the
Expiration Date, it will make this Prospectus available to any broker-dealer
for use in connection with any such resale. See "Plan of Distribution."
The Company does not intend to apply for listing of the Exchange Notes for
trading on any securities exchange or for inclusion of the Exchange Notes in
any automated quotation system. The Senior Notes, however, have been
designated for trading in the Private Offerings, Resales and Trading through
Automatic Linkages ("PORTAL") Market of the National Association of Securities
Dealers, Inc. Any Senior Notes not tendered and
ii
<PAGE>
accepted in the Exchange Offer will remain outstanding. To the extent that
Senior Notes remain outstanding, a holder's ability to sell such Senior Notes
could be adversely affected. Following consummation of the Exchange Offer, the
holders of Senior Notes will continue to be subject to the existing
restrictions on transfer thereof and the Company will have no further
obligation to such holders to provide for the registration under the
Securities Act of the Senior Notes, except under limited circumstances. See
"Description of the Exchange Notes--Exchange Offer; Registration Rights." No
assurance can be given as to the liquidity of either the Senior Notes or the
Exchange Notes.
THIS PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION. HOLDERS OF SENIOR NOTES ARE URGED TO READ THIS PROSPECTUS AND THE
RELATED LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO TENDER
THEIR SENIOR NOTES PURSUANT TO THE EXCHANGE OFFER.
Senior Notes may be tendered for exchange prior to 5:00 p.m., New York City
time, on September 16, 1998 (such time on such date being hereinafter called
the "Expiration Date"), unless the Exchange Offer is extended by the Company
(in which case the term "Expiration Date" shall mean the latest date and time
to which the Exchange Offer is extended). See "The Exchange Offer--Expiration
Date; Extensions; Amendments." Tenders of Senior Notes may be withdrawn at any
time prior to the Expiration Date. The Exchange Offer is not conditioned upon
any minimum aggregate principal amount of Senior Notes being tendered for
exchange. The Exchange Offer is, however, subject to certain events and
conditions and to the terms of the Registration Agreement. Senior Notes may be
tendered only in integral multiples of aggregate stated principal amount at
maturity of $1,000. The Company has agreed to pay all expenses of the Exchange
Offer. This Prospectus, together with the Letter of Transmittal, is being sent
to all registered holders of Senior Notes as of August 14, 1998.
The Company will not receive any cash proceeds from the issuance of the
Exchange Notes offered hereby. No underwriter is being used in connection with
the Exchange Offer. See "Use of Proceeds" and "Plan of Distribution."
----------------
The Company has registered or applied to register the following trademarks
which may appear in this Prospectus: Focal(TM) and its logo, Focal
Communications Corporation(TM), Focused on Local Communications(TM),
Functionally Equivalent, Technically Superior, Low Cost(TM), The Third
Generation CLEC(TM), and Multi-Exchange Service(TM).
----------------
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state.
iii
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PROSPECTUS SUMMARY
The following is a summary of certain information contained elsewhere in this
Prospectus. Reference is made to, and this Summary is qualified in its entirety
by, the more detailed information, including the Company's Consolidated
Financial Statements and notes thereto, contained herein. Unless otherwise
indicated, references to "Focal" or the "Company" include Focal Communications
Corporation, a Delaware corporation, and its consolidated subsidiaries.
THE COMPANY
Focal began operations during 1996 and has operated in Chicago since May 1997
and New York since January 1998, currently serving a total of 6 MSAs
(metropolitan statistical areas). The Company plans to offer services in 37
additional MSAs by the end of 1999, reaching a total of 43 MSAs in ten
metropolitan markets. As of June 30, 1998, the Company had 30,385 access lines
sold, of which 24,357 were installed and in service. This compares to 13,411
lines sold and 7,394 lines installed as of December 31, 1997.
FOCAL'S NETWORK
The Company has chosen to pursue a network design approach which involves
purchasing and maintaining its own switches while leasing fiber optic
transmission facilities on an incremental basis as demand dictates. This
approach is made possible by the availability of fiber optic transmission
facilities from multiple vendors in each of the markets it serves or intends to
serve. The Company's network design allows it to (i) reduce the capital
investments necessary to provide services to its customers by focusing capital
expenditures on switches and related technology (the most critical component of
its network), (ii) avoid the construction of fiber optic facilities and the
"stranded" capital sometimes associated with such construction, (iii) better
match the commitment of capital to the acquisition of revenue generating
customers and (iv) generate revenue and cash flow more quickly than if the
Company constructed its own fiber optic transmission facilities. The Company
leases transmission facilities from at least three vendors in each market in
which it conducts business, providing the Company with added negotiating
leverage and allowing the Company to offer its customers enhanced redundancy
and diversity. To satisfy the needs of its high-volume corporate customer base
the Company has engineered its network to be virtually non-blocking, thereby
maximizing call completion.
FOCAL'S MARKETS
Focal selects its target geographical markets based on several primary
criteria: sufficient market size; favorable state regulatory environment; the
pre-existence of well-developed interconnection agreements and processes with
the incumbent local exchange carrier ("ILEC"); and the existence of multiple
fiber providers with extensive networks. Based primarily on these factors, the
Company began offering service in Chicago and New York and intends to expand
into eight additional Tier I metropolitan markets by the end of 1999,
including: Los Angeles, San Francisco, Washington, D.C., Philadelphia, Boston,
Detroit, Miami and Seattle. Focal expects to generate incremental business from
its existing customer base as it expands into new markets. Many of the
Company's existing customers have operations in Focal's targeted cities and the
Company believes the opportunity to leverage its relationships with these
customers is significant. Management estimates total expenditures for local
telecommunications service in the business segment for its ten target markets
to be approximately $12.2 billion per year.
The Company believes a significant demand for its services exists because the
telecommunications-intensive users in Tier I markets are inadequately served
with regard to highly reliable, local switched telecommunications services. The
Company believes that large telecommunications-intensive users will
increasingly demand diversity in providers of local telecommunications service
as they have already done in long distance and private-
1
<PAGE>
line telecommunications services. Most second generation CLECs initially chose
to compete in Tier II and Tier III markets, effectively ceding the Tier I
markets to the first generation CLECs (i.e., MFS Communications Company, Inc.
("MFS") and Teleport Communications Group ("TCG")). Moreover, the vast majority
of CLECs, both first and second generation, have more expertise in providing
leased transport facilities, as opposed to switched services, and provide
bundled communications services to small and medium sized business customers.
Focal is The Third Generation CLEC(TM) that focuses on providing value-added,
switched local services to large telecommunications-intensive users in Tier I
markets. Management believes that the Company's focus on providing a limited
number of services to a defined market allows it to outperform its competitors
in terms of service quality, reliability, and responsiveness.
MANAGEMENT AND SPONSORSHIP
Focal believes that its management and operations team is a critical
component of its initial success and will continue to be a key element of
differentiation. The Company has built a skilled and experienced management
team headed by the Company's Chief Executive Officer, Robert C. Taylor, Jr.,
and Chief Operating Officer, John R. Barnicle, who were most recently senior
executives at MFS. Overall, the founding management team has extensive prior
work experience at well known ILECs, CLECs and other telecommunications
companies. See "Management." Furthermore, Madison Dearborn Capital Partners,
L.P. ("MDCP"), Frontenac VI, L.P. ("Frontenac") and Battery Ventures III, L.P.
("Battery," with MDCP, Frontenac and Battery being hereinafter sometimes
individually referred to as an "Equity Investor" and collectively referred to
as the "Equity Investors") have invested, together with management and certain
other investors, an aggregate of $26.1 million of equity in the Company. As a
result of such investments, the Equity Investors own, in the aggregate,
approximately 80% of the Company's outstanding equity and each Equity Investor
has appointed one or more representatives to the Company's board of directors.
See "Security Ownership of Certain Beneficial Owners and Management."
STRATEGY
The Company's objective is to become the local provider of choice to
telecommunications-intensive customers in Tier I markets. Key strategies in the
development and fulfillment of the Company's objective are discussed below.
BUSINESS STRATEGY
Principal Focus on Local Service. The Company offers a focused set of value-
added local switched services to its customers, which management believes
differentiates the Company from a majority of competitors who are seeking to
provide "one-stop" telecommunications services. See "Business--Business
Strategy."
Design and Install a Highly Capital-Efficient Network. Management believes
the Company can generate a substantially greater return on invested capital by
concentrating its investment in switching, information, billing and support
systems, while leasing its transport facilities. See "Business--Business
Strategy."
Build a More Robust Network than ILECs or CLECs. The Company has designed and
built its network to meet the demanding traffic and reliability requirements of
its target customers. Focal utilizes Nortel, DMS-500 SuperNode central office
switches that have been engineered by the Company to be virtually non-blocking,
thereby maximizing call completion. Focal also designs its leased fiber
facilities to avoid blocking. See "Business--Business Strategy."
Minimize Dependence on Deregulation. While the Telecommunications Act of 1996
(the "Telecom Act") is likely to benefit CLECs in the long-term, Focal believes
the tangible benefits from the Telecom Act are limited in the short-term.
Accordingly, Focal's business strategy allows it to minimize its reliance on
provisions of the Telecom Act to achieve its objectives. See "Business--
Business Strategy."
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MARKETING STRATEGY
Penetrate Corporate Accounts. The Company emphasizes the diversity,
reliability and sophistication of its network and services in order to earn its
selection as the local provider of choice for its customers. Focal has
developed a number of products and services which it believes provide it with a
competitive advantage when attempting to penetrate new corporate accounts,
including Focal Virtual Office and 800 service. See "Business--Products and
Services." See "Business--Business Strategy."
Take Advantage of the Significant and Growing ISP Opportunity. The dramatic
increase in dial-up access to the Internet has created a particularly strong
demand for local access lines by ISPs. CLECs are generally well-positioned to
satisfy this demand as the only alternative source of access lines. Focal
offers advantages to ISPs that certain of its competitors are currently unable
to provide, such as environmentally conditioned colocation space, virtually
non-blocking switching and transport facilities, guaranteed installation times
and modified foreign exchange service (which allows certain calls which would
otherwise be toll calls to be made as local calls). See "Business--Business
Strategy."
Maximize Network Utilization through VAR and Other Wholesale Arrangements. To
further maximize network utilization while minimizing cost of sales, Focal
distributes service to other customer segments through VARs and other wholesale
arrangements. See "Business--Business Strategy."
----------------
The Company's principal executive offices are located at 200 North LaSalle
Street, Suite 800, Chicago, Illinois 60601 and its phone number is (312) 895-
8400.
3
<PAGE>
THE EXCHANGE OFFER
The Exchange Offer........ Up to $270,000,000 aggregate stated principal
amount at maturity of Exchange Notes are being
offered in exchange for a like aggregate principal
amount at maturity of Senior Notes. Senior Notes
may be tendered for exchange in whole or in part in
integral multiples of $1,000 stated principal
amount at maturity. The Company is making the
Exchange Offer in order to satisfy its obligations
under the Registration Agreement relating to the
Senior Notes. For a description of the procedures
for tendering Senior Notes, see "The Exchange
Offer--Procedures for Tendering Senior Notes."
Expiration Date...........
5:00 p.m., New York City time, on September 16,
1998 unless the Exchange Offer is extended by the
Company (in which case the term "Expiration Date"
shall mean the latest date and time to which the
Exchange Offer is extended). See "The Exchange
Offer--Expiration Date; Extensions; Amendments."
Conditions to the The Exchange Offer is subject to certain
Exchange Offer........... conditions, which may be waived by the Company in
its sole discretion. The Exchange Offer is not
conditioned upon any minimum aggregate principal
amount at maturity of Senior Notes being tendered.
See "The Exchange Offer--Conditions to the Exchange
Offer."
The Company reserves the right in its sole and
absolute discretion, subject to applicable law, at
any time and from time to time: (i) to delay the
acceptance of the Senior Notes; (ii) to terminate
the Exchange Offer if certain specified conditions
have not been satisfied; (iii) to extend the
Expiration Date of the Exchange Offer and retain
all Senior Notes tendered pursuant to the Exchange
Offer, subject, however, to the right of holders of
Senior Notes to withdraw their tendered Senior
Notes; and (iv) to waive any condition or otherwise
amend the terms of the Exchange Offer in any
respect. See "The Exchange Offer--Expiration Date;
Extensions; Amendments."
Withdrawal Rights......... Tenders of Senior Notes may be withdrawn at any
time prior to the Expiration Date by delivering a
written notice of such withdrawal to the Exchange
Agent (as defined herein) in conformity with
certain procedures as set forth below under "The
Exchange Offer--Withdrawal Rights."
Procedures for Tendering
Senior Notes............. Tendering holders of Senior Notes must complete and
sign a Letter of Transmittal in accordance with the
instructions contained therein and forward the same
by mail, facsimile transmission or hand delivery,
together with any other required documents, to the
Exchange Agent, either with the Senior Notes to be
tendered or in compliance with the specified
procedures for guaranteed delivery of Senior Notes.
Certain brokers, dealers, commercial banks, trust
companies and other nominees may also effect
tenders by book-entry transfer. Holders of Senior
Notes registered in the name of a broker, dealer,
commercial bank, trust company or other nominee are
urged to contact such person promptly if they wish
to tender Senior Notes pursuant to the Exchange
Offer. See "The Exchange Offer--Procedures for
Tendering Senior Notes."
4
<PAGE>
Letters of Transmittal and certificates
representing Senior Notes should not be sent to the
Company. Such documents should only be sent to the
Exchange Agent. Questions regarding how to tender
and requests for information should be directed to
the Exchange Agent. See "The Exchange Offer--
Exchange Agent."
Resales of Exchange Based on interpretations by the staff of the
Notes.................... Commission, as set forth in no-action letters
issued to third parties unrelated to the Company
(e.g., Exxon Capital Holdings Corporation, publicly
available May 13, 1988; K-III Communications
Corporation, publicly available May 14, 1993; Brown
& Wood LLP, publicly available February 7, 1997;
Warnaco, Inc., publicly available October 2, 1991;
and Mary Kay Cosmetics, Inc., publicly available
June 5, 1991), the Company believes that holders of
Senior Notes (other than any holder that is (i) a
broker-dealer that acquired Senior Notes as a
result of market-making activities or other trading
activities, or (ii) a broker-dealer that acquired
Senior Notes directly from the Company for resale
pursuant to Rule 144A or another available
exemption under the Securities Act) who exchange
their Senior Notes for Exchange Notes pursuant to
the Exchange Offer may offer for resale, resell and
otherwise transfer such Exchange Notes without
compliance with the registration and prospectus
delivery provisions of the Securities Act, provided
that such Exchange Notes are acquired in the
ordinary course of such holders' business, such
holders have no arrangement or understanding with
any person to participate in the distribution of
such Exchange Notes and such holders are not
"affiliates" of the Company (within the meaning of
Rule 405 under the Securities Act). However, the
staff of the Commission has not considered the
Exchange Offer in the context of a no-action
letter, and there can be no assurance that the
staff of the Commission would make a similar
determination with respect to the Exchange Offer.
Each broker-dealer that receives Exchange Notes for
its own account in exchange for Senior Notes, where
such Senior Notes were acquired by such broker-
dealer as a result of market-making activities or
other trading activities, must acknowledge that it
will deliver a prospectus in connection with any
resale of such Exchange Notes. See "Plan of
Distribution."
Exchange Agent............ The exchange agent with respect to the Exchange
Offer is Harris Trust and Savings Bank (the
"Exchange Agent"). The address, telephone number
and facsimile number of the Exchange Agent are set
forth in "The Exchange Offer--Exchange Agent" and
in the Letter of Transmittal.
Use of Proceeds........... The Company will not receive any cash proceeds from
the issuance of the Exchange Notes offered hereby.
See "Use of Proceeds."
Certain United States
Federal Income Tax The exchange of the Exchange Notes for the Senior
Considerations........... Notes will not be a taxable exchange for U.S.
federal income tax purposes, and holders of Senior
Notes should not recognize any taxable gain or loss
of any interest income as a result of such
exchange. See "Certain United States Federal Income
Tax Considerations--The Exchange."
5
<PAGE>
THE EXCHANGE NOTES
Securities Offered........ $270,000,000 aggregate stated principal amount at
maturity of 12.125% Senior Discount Notes due
February 15, 2008. The terms of the Exchange Notes
will be identical in all material respects to the
terms of the Senior Notes, except that (i) the
Exchange Notes will have been registered under the
Securities Act and therefore will not be subject to
certain restrictions on transfer applicable to the
Senior Notes and (ii) holders of the Exchange Notes
will not be entitled to certain rights of holders
of the Senior Notes under the Registration
Agreement. The Exchange Notes will evidence the
same debt as the Senior Notes and will be issued
pursuant to and entitled to the benefits of the
Indenture.
Issue Price............... $555.6578 per $1,000 stated principal amount at
maturity.
Maturity.................. February 15, 2008.
Yield and Interest........ 12.125% per annum (computed on a semiannual bond
equivalent basis). In the period prior to February
15, 2003, interest will accrue but will not be
payable in cash. From February 15, 2003, interest
on the stated principal amount at maturity of the
Notes will be payable in cash semiannually on
August 15 and February 15 of each year, beginning
on August 15, 2003. See "Description of the
Exchange Notes."
Original Issue Discount... For U.S. federal income tax purposes, the Exchange
Notes will be considered to bear original issue
discount ("OID"). Although Current Interest on the
Notes will not be payable prior to August 15, 2003,
a U.S. Holder (as defined herein) of Exchange Notes
will be required to include OID in such holder's
gross income for U.S. federal income tax purposes
in advance of receipt of the cash payments to which
the income is attributable. See "Certain United
States Federal Income Tax Considerations."
Ranking................... The Exchange Notes will be senior unsecured
obligations of the Company ranking pari passu in
right of payment with the Senior Notes and all
other existing and future senior indebtedness of
the Company, if any, and will rank senior in right
of payment to all existing and future subordinated
indebtedness of the Company, if any. Holders of
secured indebtedness of the Company, however, will
have claims that are prior to the claims of the
holders of the Exchange Notes with respect to the
assets securing such other indebtedness. As of
March 31, 1998, the Company had no outstanding
indebtedness other than the Notes. The Exchange
Notes will be effectively subordinated to all
existing and future indebtedness and other
liabilities of the Company's subsidiaries
(including trade payables). See "Description of the
Exchange Notes--Ranking."
Optional Redemption....... The Exchange Notes will be redeemable, at the
Company's option, in whole or in part, at any time
or from time to time, on or after February
6
<PAGE>
15, 2003, at 106.063% of their stated principal
amount at maturity, plus accrued and unpaid Current
Interest, declining ratably to 100% of their stated
principal amount at maturity, plus accrued and
unpaid Current Interest, on or after 2006. In
addition, at any time and from time to time, prior
to February 15, 2001, the Company may redeem in the
aggregate up to 35% of the original aggregate
stated principal amount at maturity of the Exchange
Notes with the proceeds from one or more Public
Equity Offerings following which there is a Public
Market, at a redemption price (expressed as a
percentage of Accreted Value on the redemption
date) of 112.125%, plus Additional Interest, if
any; provided that at least 65% of the original
aggregate stated principal amount at maturity of
the Exchange Notes remains outstanding after each
such redemption. See "Description of the Exchange
Notes--Optional Redemption."
Change of Control......... Upon the occurrence of a Change of Control (as
defined herein), each holder of Exchange Notes will
have the right to require the Company to repurchase
all or any part of such holder's Exchange Notes
pursuant to a Change of Control Offer (as defined
herein) at a purchase price equal to 101% of the
Accreted Value thereof plus accrued and unpaid
Current Interest, if any, to but excluding the
repurchase date. If a Change of Control Offer is
made, there can be no assurance that the Company
will have sufficient funds to pay the Change of
Control Purchase Price for all Exchange Notes
tendered by holders seeking to accept the Change of
Control Offer. Upon the occurrence of a Change of
Control, if after giving effect to a Change of
Control Offer at least 95% of the original
aggregate stated principal amount at maturity of
the Exchange Notes has been redeemed or
repurchased, the Company shall have the right to
redeem the balance of the Exchange Notes at a
redemption price equal to 101% of the Accreted
Value thereof plus accrued and unpaid Current
Interest, if any, to but excluding the Change of
Control Redemption Date (as defined herein). See
"Description of the Exchange Notes--Repurchase at
the Option of Holders upon a Change of Control."
Certain Covenants......... The Indenture contains certain covenants which,
among other things, restrict the ability of the
Company and certain of its subsidiaries to incur
additional indebtedness (and, in the case of
certain subsidiaries, issue preferred stock), pay
dividends or make distributions in respect of the
Company's or such subsidiaries' capital stock, make
other restricted payments, enter into sale and
leaseback transactions, incur liens, cause
encumbrances or restrictions to exist on the
ability of certain subsidiaries to pay dividends or
make distributions in respect of their capital
stock, issue and sell capital stock of certain
subsidiaries, enter into transactions with
affiliates, sell assets, or amalgamate,
consolidate, merge or sell or otherwise dispose of
all or substantially all of their property and
assets. These covenants are subject to important
exceptions and qualifications. See "Description of
the Exchange Notes--Certain Covenants."
For additional information regarding the Exchange Notes, see "Description of
the Exchange Notes."
7
<PAGE>
USE OF PROCEEDS
The Company will not receive any cash proceeds from the issuance of the
Exchange Notes offered hereby. However, upon the original issuance of the
Senior Notes, the net proceeds received by the Company, after deducting the
discount to the Initial Purchasers and other expenses payable by the Company,
was approximately $144 million. The Company used or will use the net proceeds
(i) to fund the cost of acquiring and installing telecommunications switches
and related infrastructure, (ii) to fund operating losses, (iii) to repay
approximately $3.5 million principal amount of outstanding indebtedness of a
subsidiary, (iv) for potential, selected acquisitions (although none have been
negotiated or contemplated), and (v) for general corporate purposes. Prior to
using the net proceeds for such purposes, the Company has invested the net
proceeds in short-term money market and other market-rate, investment-grade
instruments. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations--Liquidity and Capital Resources" and "Use of
Proceeds."
RISK FACTORS
POTENTIAL PARTICIPANTS IN THE EXCHANGE OFFER SHOULD CONSIDER CAREFULLY
CERTAIN FACTORS SET FORTH UNDER THE CAPTION "RISK FACTORS." SEE "RISK FACTORS."
These risk factors are generally applicable to the Senior Notes as well as the
Exchange Notes.
8
<PAGE>
SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA
The summary consolidated financial data presented below as of and for the
seven month period ended December 31, 1996, and the year ended December 31,
1997, have been derived from the Consolidated Financial Statements of the
Company, and the notes related thereto, included elsewhere in this Prospectus.
The Financial Statements of the Company for the seven month period ended
December 31, 1996 and for the year ended December 31, 1997 have been audited by
Arthur Andersen LLP, independent auditors. The summary financial data for the
six month periods ended June 30, 1997 and 1998 have been derived from the
unaudited financial statements of the Company which, in the opinion of
management, include all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of the financial condition and
results of operations for the Company for such periods. The results of
operations for interim periods are not necessarily indicative of a full year's
operations. The following information should be read in conjunction with
"Capitalization," "Management's Discussion and Analysis of Financial Condition
and Results of Operations," "Business" and the Consolidated Financial
Statements of the Company and the notes related thereto, and the other
financial data appearing elsewhere in this Prospectus.
<TABLE>
<CAPTION>
PERIOD FROM
COMMENCEMENT
OF OPERATIONS SIX MONTHS ENDED
(MAY 31, 1996) TO YEAR ENDED -------------------------
DECEMBER 31, DECEMBER 31, JUNE 30, JUNE 30,
1996 1997 1997 1998
----------------- ------------ ----------- ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenue................. $ -- $ 4,023,690 $ 86,908 $ 13,180,490
Expenses:
Customer service and
network operations.... -- 2,154,980 252,962 4,613,950
Selling, general
and administrative.... 421,777 2,887,372 994,597 3,271,785
Depreciation and amor-
tization.............. 1,150 615,817 92,559 2,006,269
Non-cash compensation
expense(1)............ 108,333 1,300,000 650,000 650,000
---------- ------------ ----------- ------------
Operating income
(loss)................. (531,260) (2,934,479) (1,903,210) 2,638,486
Interest income (ex-
pense), net............ 17,626 67,626 95,242 (3,563,077)
---------- ------------ ----------- ------------
Net income (loss)....... $ (513,634) $ (2,970,418) $(1,859,748) $ (924,591)
========== ============ =========== ============
<CAPTION>
DECEMBER 31, JUNE 30, JUNE 30,
DECEMBER 31, 1996 1997 1997 1998
----------------- ------------ ----------- ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Current Assets.......... $3,807,004 $ 4,737,808 $ 2,843,378 $148,340,971
Fixed Assets, net....... 81,153 11,176,774 3,684,588 30,108,899
Total Assets............ 3,888,157 15,914,582 7,325,604 184,023,149
Long-term debt.......... -- 3,536,886 46,983 156,624,309
Redeemable Class A
Common(2).............. 4,024,653 12,403,218 8,024,653 --
Total stockholders'
equity (deficit)....... (404,954) (2,075,372) (1,287,922) 23,853,255
OTHER FINANCIAL DATA:
EBITDA(3)............... $ (530,110) $ (2,318,662) $(1,810,651) $ 4,644,755
Capital expenditures.... 82,303 11,655,524 3,695,993 20,394,824
Deficiency of earnings
to fixed charges(4).... 513,634 2,970,418 1,859,746 924,591
SUMMARY CASH FLOW DATA:
Net cash provided by
(used in) operating ac-
tivities............... $ (152,576) $ (1,634,017) $ (958,987) $ 4,041,825
Net cash used in invest-
ing activities......... (82,303) (11,655,524) (3,695,993) (20,394,824)
Net cash provided by fi-
nancing activities..... 4,025,000 11,755,972 4,335,387 154,173,870
OPERATING DATA:
Access lines in serv-
ice(5)................. -- 7,394 1,536 24,357
Minutes of use (mil-
lions)................. -- 281.7 6.6 1,085
</TABLE>
9
<PAGE>
- --------
(1) Represents a non-cash compensation charge incurred upon the exchange of
initial common stock for Class B Common. The total charge will be taken
over the vesting period of the Class B Common.
(2) See "Capitalization" and "Description of Capital Stock."
(3) EBITDA represents earnings before interest, income taxes, depreciation and
amortization. EBITDA is not a measurement of financial performance under
generally accepted accounting principles, is not intended to represent cash
flow from operations, and should not be considered as an alternative to net
loss as an indicator of the Company's operating performance or to cash
flows as a measure of liquidity. The Company believes that EBITDA is widely
used by analysts, investors and other interested parties in the
telecommunications industry. EBITDA is not necessarily comparable with
similarly titled measures for other companies. See "Consolidated Statements
of Cash Flows."
(4) The ratio of earnings to fixed charges is calculated by dividing (i) income
(loss) before provision for income taxes, plus fixed charges by (ii) fixed
charges. Fixed charges consist of interest on indebtedness, plus the
estimated component of rental expense deemed by the Company to be
representative of the interest factor.
(5) Represents the number of access lines in service (at a DSO level) and
excludes the signaling channel of primary rate ISDN-based connections.
10
<PAGE>
RISK FACTORS
In addition to the other information contained in this Prospectus, holders
of Senior Notes should carefully consider the risk factors set forth below
before tendering their Senior Notes for Exchange Notes.
LIMITED HISTORY OF OPERATIONS; NEGATIVE CASH FLOW
The Company began operations in May 1996. Accordingly, prospective
participants in the Exchange Offer have limited historical financial
information about the Company upon which to base an evaluation of the
Company's performance. Given the Company's limited operating history, there is
no assurance that it will be able to generate sufficient cash flow to service
its debt obligations (including the Senior Notes and the Exchange Notes) or to
compete successfully in the telecommunications business.
The development of the Company's businesses and the acquisition,
installation and expansion of its networks require significant expenditures, a
portion of which are made before any revenues may be realized. Such capital
expenditures are expected to increase as the Company grows its customer base
in existing markets and expands into additional markets. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Liquidity and Capital Resources" and "Business--Market Potential." These
expenditures, together with the associated early service costs, will result in
negative cash flow and operating losses until an adequate revenue base may be
established. There can be no assurance that an adequate revenue base will be
established. Management believes the Company may produce negative consolidated
cash flow for a period of at least 18 months from the date of this Prospectus.
The Company will continue to make expenditures in connection with the
acquisition, development and expansion of its networks, services and customer
base. There can be no assurance that the Company will achieve or sustain
profitability or generate sufficient cash flow to service its debt obligations
(including the Senior Notes and the Exchange Notes), to meet working capital
requirements or to compete successfully in the telecommunications business.
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations."
SUBSTANTIAL LEVERAGE; ABILITY TO SERVICE INDEBTEDNESS
The Company is highly leveraged following the issuance of the Notes. As of
March 31, 1998, the Company had no outstanding indebtedness other than the
Notes. The Indenture permits, subject to certain conditions, the incurrence of
additional indebtedness. The Company may incur substantial additional
indebtedness (including secured indebtedness) following the issuance of the
Senior Notes and Exchange Notes for the construction or acquisition and
expansion of networks, the purchase of transmission and switching equipment,
and the introduction of new service offerings. See "--Future Capital
Requirements," and "--Holding Company Structure; Effective Subordination of
the Exchange Notes."
The Company's ability to make principal and interest payments on the Notes
will be dependent upon, among other things, the Company's future operating
performance and anticipated cash flow and its ability to obtain additional
debt or equity financing. Factors affecting the ability of the Company to
achieve the foregoing include prevailing economic, financial, competitive and
regulatory conditions and other factors affecting the Company's business and
operations, including the Company's ability to implement its business strategy
in new markets on a timely and cost-effective basis. There can be no assurance
that the Company will have adequate sources of liquidity to make required
payments of principal and interest on its indebtedness (including the Notes),
whether at or prior to maturity, finance anticipated capital expenditures and
fund working capital requirements. If the Company does not have sufficient
available resources to repay its outstanding indebtedness when it becomes due
and payable, the Company may find it necessary to refinance such indebtedness;
there can be no assurance however that refinancing will be available, or if
available, that it will be available on reasonable terms. Any failure by the
Company to satisfy its obligations with respect to its indebtedness at
maturity or prior thereto would constitute a default under such indebtedness
and could cause a default under agreements governing other
11
<PAGE>
indebtedness, if any, of the Company. Such defaults could result in a default
under the Indenture and could delay or preclude payment of interest or
principal on the Notes. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources." If the
Company were unable to obtain adequate financing or refinancing on
satisfactory terms, it would have to consider various other options such as
the sale of certain assets or additional equity to meet its debt service
requirements or other options available to it under law. There can be no
assurance that such options would be permitted under the terms of the
Company's indebtedness or other agreements or that such options would be
available on terms acceptable to the Company, if at all. See "Description of
the Exchange Notes--Certain Covenants."
The Company's high degree of leverage could have important consequences,
including: (i) a substantial portion of the Company's sources of capital and
cash flow from operations must be dedicated to debt service payments, thereby
reducing the funds available to the Company for other purposes; (ii) the
Company's ability to obtain additional debt financing in the future for
working capital, capital expenditures, acquisitions, repayment of indebtedness
or other purposes may be impaired, whether as a result of the covenants and
other terms of its debt instruments or otherwise; (iii) the Company is
substantially more leveraged than certain of its competitors, which may place
the Company at a competitive disadvantage; (iv) the Company's high degree of
leverage may limit its ability to expand capacity and otherwise meet its
growth objectives; and (v) the Company's high degree of leverage may hinder
its ability to adjust rapidly to changing market conditions and could make it
more vulnerable in the event of a downturn in general economic conditions or
its business. In addition, the Company's operating and financial flexibility
is limited by the Indenture and may be limited by covenants contained in
agreements governing future indebtedness of the Company and its subsidiaries.
Such covenants will impose significant operating and financial restrictions on
the Company and its subsidiaries and will restrict, limit or prohibit, among
other things, the ability of the Company and its subsidiaries to incur
additional indebtedness, pay dividends, repay indebtedness prior to its stated
maturity, sell assets, make investments, engage in transactions with
affiliates, create liens or engage in mergers or acquisitions. There can be no
assurance that such covenants will not adversely affect the Company's ability
to finance its future operations or capital needs or to engage in other
business activities which may be in the interest of the Company. See
"Description of the Exchange Notes."
FUTURE CAPITAL REQUIREMENTS
Expansion of the Company's existing networks and services, the acquisition
and development of new networks and services and the funding of initial
operating losses will require significant capital expenditures. The Company
plans to have operations in ten cities by the end of 1999. The Company
currently intends to fund the expansion of its networks and the deployment of
switches in all of such networks with full capabilities for local dial tone
and switched access termination and origination services with its existing
cash balances and the net proceeds of additional financings, if required. See
"Use of Proceeds." If the Company requires additional capital to complete the
planned build out of its networks, or if customer demand in such markets
exceeds current expectations, the Company's funding needs may increase. In
addition, the Company will continue to evaluate additional revenue
opportunities in each of its markets and, as attractive additional
opportunities may develop, the Company plans to make additional capital
investments in its networks that might be required to pursue such
opportunities. The Company expects to meet such additional capital needs with
additional borrowings under credit facilities, proceeds from the sale of
additional debt or equity securities and joint ventures. The Company's network
design strategy of leasing its transmission facilities may result in EBITDA
(as defined in footnote 3 on page 10) levels lower than other CLECs that own
their transport facilities. Such differences may, in the absence of other
factors that management believes should increase its EBITDA (as defined in
footnote 3 on page 10) relative to its competitors, make it more difficult for
the Company to obtain debt financing relative to other CLECs of similar size.
There can be no assurance, however, that the Company will be successful in
raising sufficient additional debt or equity capital on terms that it will
consider acceptable or that the Company's operations will produce cash flow in
sufficient amounts. Failure to raise and generate sufficient funds may require
the Company to delay or abandon some of its planned future expansion or
expenditures, which could have a material adverse effect on the Company's
growth and its ability to compete in the telecommunications industry.
12
<PAGE>
The Company's expectations of required future capital expenditures are based
on the Company's current estimates. There can be no assurance that actual
expenditures will not be significantly higher or lower.
HOLDING COMPANY STRUCTURE; EFFECTIVE SUBORDINATION OF THE EXCHANGE NOTES
The Company is a holding company which derives all of its revenues from the
operation of its subsidiaries. The holders of the Exchange Notes will have no
direct claim against the subsidiaries for payment under the Exchange Notes. As
such, the Company is dependent upon dividends and other payments from its
subsidiaries to generate the funds necessary to meet its cash obligations,
including the payment of principal and interest on the Exchange Notes. The
ability of the Company to obtain such dividend payments from its subsidiaries
may be limited or restricted by, among other things, the profitability and
cash flow of such subsidiaries, the terms of such subsidiaries' indebtedness
and applicable laws, including state corporate laws which in certain
circumstances limit the ability of a corporation to pay dividends. Although
there are currently no such limitations or restrictions on the Company's
ability to obtain dividend payments from its subsidiaries, future debt
securities, loan agreements or other agreements may contain such limitations
or restrictions. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources."
Claims of creditors of the Company's subsidiaries and holders of preferred
stock of such subsidiaries will have priority as to the assets of such
subsidiaries over the claims of the Company and the holders of the Company's
indebtedness, including the Exchange Notes, except to the extent that such
subsidiaries have provided guarantees of the Company's indebtedness and except
to the extent that loans made by the Company to its subsidiaries are
recognized as indebtedness. Therefore, the Exchange Notes will be effectively
subordinated in right of payment to all existing and future indebtedness and
other liabilities of the Company's subsidiaries, including trade payables. See
"Use of Proceeds" and "Description of the Exchange Notes--Ranking."
The Exchange Notes will be effectively subordinated to any secured
indebtedness of the Company because holders of such indebtedness will have
claims that are prior to the claims of the holders of the Exchange Notes with
respect to the assets securing such indebtedness except to the extent the
Exchange Notes are equally and ratably secured by such assets. As of March 31,
1998, the Company had no outstanding indebtedness other than the Notes. The
Indenture limits, but does not prohibit, the incurrence of certain other
secured and unsecured indebtedness by the Company and its subsidiaries. See
"Description of the Exchange Notes--Certain Covenants--Limitation on
Consolidated Indebtedness." See also "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Liquidity and Capital
Resources."
IMPLEMENTATION OF GROWTH STRATEGY
The expansion and development of the Company's operations will depend, among
other things, on the Company's ability to assess markets, install and operate
switches, recruit and hire personnel, install facilities, implement and
improve its operating and administrative systems and obtain any required
government authorizations, franchises and permits, all in a timely manner, at
reasonable costs and on satisfactory terms and conditions. As a result, there
can be no assurance that the Company will be able successfully to expand its
existing networks or acquire or develop new networks in a timely manner in
accordance with its strategic objectives. As a result of the Company's
strategy to achieve rapid growth, the operating complexity of the Company may
increase. The Company's ability to manage its expansion effectively will
depend on, among other things, the expansion, training and management of the
Company's employee base and the Company's successful development of
operational, financial and management plans, systems and controls. Given the
Company's limited operating history, there can be no assurance that the
Company will be able to satisfy these requirements or otherwise manage its
growth effectively. Such failures could have a material adverse effect on the
Company's financial condition. See "Business."
An essential element of the Company's strategy is the provision of switched
local service. There can be no assurance that the installation of the required
switches and associated electronics necessary to implement the Company's
business plan will continue to be completed on time or that, during the
testing of these switches and related equipment, the Company will not
experience technological problems that cannot be resolved. The failure of the
Company to install and operate successfully additional switches and other
network equipment could have a material adverse effect upon the Company's
ability to enter additional markets.
13
<PAGE>
The Company has agreements for the interconnection of its networks with the
networks of the ILEC covering each market in which it is currently operating.
The U.S. Court of Appeals for the Eighth Circuit vacated Federal
Communications Commission ("FCC") rules governing, among other things, pricing
in interconnection agreements and providing "most favored nation" treatment.
This decision has been appealed to the Supreme Court, and the Supreme Court
has granted certiorari. The outcome of those appeals cannot be predicted at
this time. The Eighth Circuit decision creates uncertainty about the rules
governing pricing, terms and conditions of interconnection agreements, and
could make negotiation and enforcement of such agreements more difficult and
protracted, and may require renegotiation of existing agreements. There can be
no assurance that the Company will successfully negotiate such other
agreements for interconnection with the ILEC or renewals of existing
interconnection agreements. The failure to negotiate required interconnection
agreements could have a material adverse effect upon the Company's ability to
enter additional markets. See "--Regulation."
The Company has developed processes and procedures in the implementation of
customer orders for services, the provisioning, installation and delivery of
such services and monthly billing for those services. In connection with its
development of a comprehensive information technology platform, the Company is
developing automated internal systems for processing customer orders,
provisioning and billing. The failure to develop effective internal processes
and systems for these service elements could have a material adverse effect
upon the Company's ability to achieve its growth strategy.
COMPETITION
In each of the cities anticipated to be served by the Company's networks,
the services offered by the Company compete or will compete principally with
the services offered by the ILEC serving that area. ILECs have long-standing
relationships with their customers, have the potential to subsidize
competitive services from monopoly service revenues and benefit from favorable
state and federal regulations. While the FCC's interconnection decisions and
the Telecom Act provide increased business opportunities to CLECs such as the
Company, they also provide the ILECs with increased pricing flexibility for
their services and other regulatory relief, which could have a material
adverse effect on CLECs, including the Company. If the ILECs are allowed by
regulators to lower their rates for their services, engage in substantial
volume and term discount pricing practices for their customers, or seek to
charge CLECs substantial fees for interconnection to the ILECs' networks, the
income of CLECs, including the Company, could be materially adversely
affected.
ILECs can also adversely affect the pace at which CLECs add new customers by
prolonging the process of providing unbundled network elements, colocations,
intercompany trunks, and operations support system ("OSS") interfaces, which
allow the electronic transfer between ILECs and CLECs of needed information
about customer accounts, service orders and repairs. Although the Telecom Act
requires ILECs to provide the unbundled network elements, interconnections and
OSS interfaces needed to allow the customers of CLECs and other new entrants
to the local exchange market to obtain service comparable to that provided by
the ILECs in terms of installation time, repair response time, billing and
other administrative functions, in many cases the ILECs may not have fully
complied with the mandates of the Telecom Act. In addition, the
interconnection regulations may be affected by the outcome of the pending
Supreme Court review of the Eighth Circuit's decision. See "--Regulation."
The Company also faces, and expects to continue to face, competition from
other current and potential market entrants, including other CLECs,
interexchange carriers ("IXCs"), cable television companies, electric
utilities, microwave carriers, wireless telephone system operators and private
networks built by large end users. A continuing trend toward combinations and
strategic alliances in the telecommunications industry, including potential
consolidation among existing telecommunications providers in the same or
different market segments, or among telephone companies and other types of
companies not currently providing telecommunications services, could give rise
to significant new competition.
The Company believes that various legislative initiatives, including the
Telecom Act, as well as a recent series of completed and proposed transactions
between ILECs, IXCs and cable companies, increase the
14
<PAGE>
likelihood that barriers to local exchange competition will be removed more
quickly than had earlier been anticipated. The introduction of such
competition, however, also means that the Company may face new or increased
competition from entities who do not currently compete with the Company in any
significant way.
Many of the Company's current and potential competitors have financial,
personnel and other resources substantially greater than those of the Company,
as well as other competitive advantages over the Company. See "Business--
Competition" for more detailed information on the competitive environment
faced by the Company.
REGULATION
The Company is subject to varying degrees of federal, state and local
regulation. The Company is not currently subject to price cap or rate of
return regulation, nor is it currently required to obtain FCC authorization
for the installation, acquisition or operation of its network facilities.
While the FCC has determined that non-dominant carriers, such as the Company
and its subsidiaries, should no longer be required to file interstate tariffs,
that decision has been stayed. Thus, carriers currently are required to
continue filing such tariffs for long-distance service. The Company's
subsidiaries that provide intrastate services are also generally subject to
certification and tariff filing requirements by state regulators. Challenges
to these tariffs by third parties could cause the Company to incur substantial
legal and administrative expenses. Although the trend in federal and state
regulation appears to favor increased competition, no assurance can be given
that changes in current or future regulations adopted by the FCC or state
regulators or other legislative or judicial initiatives relating to the
telecommunications industry would not have a material adverse effect on the
Company. In particular, the Company's ability to compete in the segments of
the local exchange market recently opened to CLEC competition depends upon
continued favorable pro-competitive regulatory changes and may be adversely
affected by the greater pricing flexibility and other regulatory relief
granted to ILECs under the Telecom Act. The Company's ability to compete also
may be affected by the recent decision of a U.S. District Court in Texas
(which has been stayed pending appeal) invalidating certain provisions of the
Telecom Act which prohibit the Regional Bell Operating Companies ("RBOCs")
from providing certain services or engaging in other activity until such time
as they have demonstrated that their local market has been opened to
competition. In addition, the Eighth Circuit's decision vacating the FCC's
interconnection pricing rules (which will be reviewed by the United States
Supreme Court during its 1998-99 term) may slow the pace of open competition
initiatives and result in individual states having a more prominent role in
the opening of local exchange markets to competition. Notwithstanding the
uncertainty of the interconnection pricing rules, the Company has in effect or
expects to have in effect interconnection agreements with the ILECs for all of
its operating networks. These agreements are subject to review and approval by
the respective states. While the Company believes its agreements will be
approved, there can be no assurance that the agreements will be approved. In
addition, one or both parties to the agreements may seek to have the
agreements modified based upon the outcome of regulatory and judicial rulings
occurring subsequent to the date of the agreements. There can be no assurances
that the outcome, or any resultant modified agreements, will not adversely
affect the Company. See "Business--Regulation."
RELIANCE ON LEASED TRANSPORT FACILITIES AND ILEC INTERCONNECTION
Because the Company has elected to lease transport capacity, it is dependent
upon the availability of fiber optic transmission facilities owned by ILECs,
CLECs and other fiber optic transport providers whose fiber optic networks are
being leased by the Company. The risks inherent in this approach include, but
are not limited to, negotiating and renewing favorable supply agreements, and
timeliness of the ILECs, CLECs or other fiber optic transport providers in
processing the Company's orders for customers who seek to utilize the
Company's service. The Company currently leases a majority of its transport
facilities from WorldCom and, although the Company believes that adequate
alternative sources of transport facilities exist, should WorldCom's
facilities become unavailable it could prove disruptive to the Company's
business. In addition, although the Company believes it has adequate
protection against unexpected increases in the cost of leased transport
facilities, should there be an unexpected material increase in such costs, it
could have a material adverse impact on the Company's results of operations.
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In addition to transport providers, the Company is reliant on executing
interconnection agreements with the ILECs operating in its target markets. The
Company's interconnection agreements currently provide that the Company's
connection and maintenance orders will receive attention at parity with the
ILECs' customers and the ILEC will provide adequate trunking capacity to keep
blockage within industry standards. Accordingly, the Company and its customers
are dependent on the ILECs to assure uninterrupted service. Blocked calls
result in customer dissatisfaction and risk the loss of Company business.
There can be no assurance ILECs will comply with their network provisioning
requirements. Furthermore, there can be no assurance the rates to be charged
to the Company under the interconnection agreements will allow the Company to
offer low enough usage rates to attract a sufficient number of customers and
to operate the business profitably.
RECIPROCAL COMPENSATION FOR INTERNET ACCESS
The Company expects to receive a majority of its initial revenue in a given
market from the ILEC in the form of reciprocal compensation payments. This is
a result of the Company's ISP and corporate customers receiving more calls
than they make due to the initial mix of applications typically sold. Certain
ILECs have refused to pay that portion of reciprocal compensation that they
estimate is the result of inbound ISP traffic since they believe such traffic
to be interstate in nature and not covered under the interconnection
agreements. For example, Illinois Bell Telephone Company ("Ameritech") has
disputed that portion of the reciprocal compensation charges billed to it by
Focal which it believes are related to Internet access services. The Company
has recorded revenues and related accounts receivable totaling $4.4 million
from inception to June 30, 1998 which are the subject of such dispute. On
March 11, 1998, the ICC issued an order stating that Ameritech is required to
pay reciprocal compensation with respect to calls made to ISPs. On March 15,
1998, Ameritech filed a motion with the ICC to stay the order pending an
appeal, which was denied by the ICC on March 23, 1998. On March 27, 1998,
Ameritech filed suit in the United States District Court for the Northern
District of Illinois seeking reversal of the ICC order. Oral arguments in this
matter were held on June 25, 1998. The District Court issued its ruling on
July 21, 1998, affirming the ICC's order requiring Ameritech to pay reciprocal
compensation with respect to calls made to ISPs. The District Court also
continued the ICC's stay order for an additional 35 days. The Company
anticipates that the District Court's decision will be appealed. This dispute
may take an extended time to resolve in the federal court system. Reciprocal
compensation payments from Ameritech currently comprise a majority of the
Company's revenues. As such, the ultimate resolution of this matter in
Ameritech's favor would have a material adverse effect on the Company.
While some states in which the Company is providing, or proposes to provide,
service have ordered ILECs to pay reciprocal compensation for such calls,
other states have not considered the issue. States which have not considered
the issue could determine that no reciprocal compensation is due with respect
to calls made to ISPs. In addition, the FCC also is considering this matter in
response to a request for a declaratory ruling. There can be no assurance that
the payment of reciprocal compensation for ISP or other traffic types will be
maintained. A change in the type of traffic eligible for reciprocal
compensation payments would have a material adverse effect on the Company. See
"Business--Legal and Administrative Proceedings."
On July 13, 1998, Ameritech filed a complaint with the ICC, alleging that
Focal's Virtual Office service was in violation of the interconnection
agreement and state statute. Ameritech also alleged that due to Focal's
Virtual Office service, Focal was contributing to the exhaustion of numbers in
the 847 area code. Ameritech complained that calls on Focal's Virtual Office
network were circumventing local toll charges, and should not be subject to
reciprocal compensation. Ameritech also claims that the Company is offering
service in violation of the state's pay-per-call rules. The case is set for
hearing before the ICC on September 18, 1998. If the Company were to lose the
case, it could have a material adverse affect on the Company.
CONTROL BY LIMITED NUMBER OF STOCKHOLDERS; POTENTIAL CONFLICT OF INTEREST
The Equity Investors control approximately 80% of the total voting power in
the Company. As a result of such control and pursuant to the terms of certain
agreements among the Company's stockholders, the Equity Investors and the
Company's management will continue to have the ability to effectively control
the future operations of the Company. See "Security Ownership of Certain
Beneficial Owners and Management." Certain decisions concerning the operations
or financial structure of the Company may present a conflict of interest
between the Company's stockholders and the holders of the Exchange Notes. For
example, if the Company encounters financial difficulties or is unable to pay
its debts as they mature, the interest of the Company's
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stockholders may conflict with those of the holders of Exchange Notes. In
addition, these investors may have an interest in pursuing acquisitions,
divestitures, financings or other transactions that, in their judgment could
enhance their equity investment in the Company, even though such transactions
might involve increased risk to the holders of the Exchange Notes. In addition
to their investment in the Company, the Equity Investors or their affiliates
currently have significant investments in other telecommunications companies
and may in the future invest in other entities engaged in the
telecommunications business or in related businesses (including entities
engaged in business in areas in which the Company operates). As a result, the
Equity Investors have, and may develop, relationships with businesses that are
or may be competitive with the Company. In addition, the Company and these
investors have agreed that such investors are under no obligation to bring the
Company any investment or business opportunities of which they become aware,
even if such opportunities are within the primary objectives of the Company.
See "Certain Transactions." Finally, Mr. Crawford, Mr. Finnegan, Mr. Frisbie
and Mr. Perry, each of whom are principals of the Equity Investors and
directors of the Company, also serve as directors of other telecommunications
companies and other private companies. As a result of these additional
directorships, Mr. Crawford, Mr. Finnegan, Mr. Frisbie and Mr. Perry may be
subject to conflicts of interest during their tenure as directors of the
Company. Because of these potential conflicts, Mr. Crawford, Mr. Finnegan, Mr.
Frisbie and Mr. Perry may be required, from time to time, to disclose certain
financial or business opportunities to the Company and to the other companies
to which they owe fiduciary duties. However, the Company does not believe
these conflicts of interest will be a detriment to the Company's growth or
ability to operate its business. Currently the Company does not have any
standard procedures for resolving potential conflicts of interest relating to
corporate opportunities or otherwise.
POTENTIAL NEED TO OBTAIN AND MAINTAIN PERMITS AND RIGHTS-OF-WAY
If the Company decides at a later date to acquire and develop its own fiber
optic transmission facilities, the Company may be required to obtain local
franchises and other permits, as well as rights to utilize underground conduit
and pole space and other rights-of-way from entities such as ILECs and other
utilities, railroads, long distance providers, state highway authorities,
local governments and transit authorities. The Telecom Act requires that local
governmental authorities treat telecommunications carriers in a competitively
neutral, non-discriminatory manner, and that most utilities, including most
ILECs and electric companies, afford CLECs access to their poles and conduits
and rights-of-way at reasonable rates on nondiscriminatory terms and
conditions. The failure to enter into and maintain any such required
arrangements for a particular network, including a network which is already
under construction, may affect the Company's ability to develop that network.
See "Business--Network."
RISKS ASSOCIATED WITH POSSIBLE ACQUISITIONS
A portion of the Company's future growth may come from acquisitions of other
companies. The acquisition of additional businesses will depend on the
Company's ability to identify suitable acquisition candidates, to negotiate
acceptable terms for their acquisition and to finance any such acquisitions.
The Company will also be subject to competition for suitable acquisition
candidates. Any acquisitions, if made, could divert the resources and
management time of the Company and would require integration with the
Company's existing networks and services. As a result, there can be no
assurance that any such acquisitions will occur or that any such acquisitions,
if made, would be made in a timely manner or on terms favorable to the Company
or would be successfully integrated into the Company's operations.
RAPID TECHNOLOGICAL CHANGES
The telecommunications industry is subject to rapid and significant changes
in technology. While the Company believes that for the foreseeable future
these changes will neither materially affect the continued use of the
Company's time-division multiplexed, circuit switching systems nor materially
hinder the Company's ability to acquire necessary technologies, the effect of
technological changes on the businesses of the Company cannot be predicted.
Thus, there can be no assurance that technological developments will not have
a material adverse effect on the Company.
DEPENDENCE ON KEY PERSONNEL
The Company's businesses are managed by a relatively small number of senior
management and operating personnel, the loss of certain of whom could have a
material adverse effect on the Company. The Company
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believes that its ability to manage its planned growth successfully will
depend in large part on its continued ability to attract and retain highly
skilled and qualified personnel. See "Management" for detailed information on
the Company's management and directors. There can be no assurances that the
Company will be able to retain its key employees or that the Company can
attract or retain other skilled personnel in the future.
ABSENCE OF A PUBLIC MARKET FOR THE NOTES; POSSIBLE VOLATILITY OF NOTE PRICE
The Senior Notes have been designated for trading by qualified buyers in the
PORTAL Market. The Senior Notes have not been registered under the Securities
Act or any state securities laws, however, and will continue to be subject to
restrictions on transferability to the extent that they are not exchanged for
Exchange Notes. Furthermore, the Exchange Offer will not be conditioned upon
any minimum or maximum aggregate principal amount of Senior Notes being
tendered for exchange. No assurance can be given as to the liquidity of the
trading market of the Senior Notes following the Exchange Offer.
Although the Exchange Notes will generally be permitted to be resold or
otherwise transferred by the holders thereof (other than any holder that is:
(i) an "affiliate" of the Company within the meaning of Rule 405 under the
Securities Act; (ii) a broker-dealer that acquired Senior Notes as a result of
market-making activities or other trading activities; or (iii) a broker-dealer
that acquired Senior Notes directly from the Company for resale pursuant to
Rule 144A or another available exemption under the Securities Act) without
compliance with the registration requirements under the Securities Act, they
will constitute a new issue of securities for which there is currently no
established trading market. If the Exchange Notes are traded after their
initial issuance, they may trade at a discount, depending upon prevailing
interest rates, the market for similar securities, the financial condition of
the Company and other factors beyond the control of the Company, including
general economic conditions. The Company does not intend to apply for a
listing or quotation of the Exchange Notes. The Initial Purchasers have
informed the Company that they currently intend to make a market in the
Exchange Notes. However, the Initial Purchasers are not obligated to do so,
and any such market making may be discontinued at any time without notice. No
assurance can be given as to the development or liquidity of any trading
market for the Exchange Notes.
Notwithstanding the registration of the Exchange Notes in the Exchange
Offer, holders who are "affiliates" of the Company (within the meaning of Rule
405 under the Securities Act) may publicly offer for sale or resell the
Exchange Notes only in compliance with the provisions of Rule 144 under the
Securities Act or any other available exemptions under the Securities Act.
Each broker-dealer that receives Exchange Notes for its own account in
exchange for Senior Notes, where such Senior Notes were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Notes. See "Plan of Distribution."
ORIGINAL ISSUE DISCOUNT; POSSIBLE UNFAVORABLE TAX AND OTHER LEGAL CONSEQUENCES
FOR HOLDERS OF NOTES
The Senior Notes were issued at a substantial discount from the stated
principal amount at maturity. Consequently, potential participants in the
Exchange Offer should be aware that there will be no periodic payments of cash
interest on the Exchange Notes prior to August 15, 2003 for U.S. federal
income tax purposes; however, OID (that is, the difference between the stated
redemption price at maturity and the issue price of the Senior Notes) will
accrue from February 18, 1998 and will be includible as interest income
periodically (including for periods ending prior to February 15, 2003) in a
holder's gross income in advance of receipt of the cash payments to which the
income is attributable. Similar results may apply under state and other tax
laws. The Notes constitute "applicable high yield discount obligations"
("AHYDOs"). As a result, for U.S. federal income tax purposes, a small portion
of the OID (the "Disqualified Portion") will not be deductible by the Company
and the balance of OID will not be deductible by the Company until payments
are made with respect thereto. Accordingly, during the term of the Notes, the
Company's after-tax cash flow (or its net operating loss carryforward, as the
case may be) will be less than it would be if the OID on the Notes was
deductible when accrued. For certain corporate holders of the Notes, the
Disqualified Portion may be treated for some U.S. federal
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income tax purposes, as dividends to the holders (to the extent that such
amounts would have been treated as dividends to the holders of the Notes if
they had been distributions with respect to shares of stock of the Company)
and thereby may be subject to a dividends received deduction. See "Certain
United States Federal Income Tax Considerations" for a more detailed
discussion of the U.S. federal income tax consequences to the holders
regarding the purchase, ownership and disposition of the Exchange Notes.
If a bankruptcy case is commenced by or against the Company under U.S.
federal bankruptcy laws after the issuance of the Notes, the claim of a holder
of Exchange Notes with respect to the stated principal amount at maturity
thereof may be limited to an amount equal to the sum of (i) the initial
offering price of the Senior Notes and (ii) that portion of the OID which is
not deemed to constitute "unmatured interest" for purposes of U.S. federal
bankruptcy law. Any OID that was not amortized as of any such bankruptcy
filing would constitute "unmatured interest." To the extent the U.S. federal
bankruptcy law differs from the Internal Revenue Code of 1986, as amended, in
determining the method of amortization of OID, a holder of Notes may realize
taxable gain or loss upon payment of such holder's claim in bankruptcy. See
"Certain United States Federal Income Tax Considerations."
CONSEQUENCES OF A FAILURE TO EXCHANGE SENIOR NOTES
The Senior Notes have not been registered under the Securities Act or any
state securities laws and therefore may not be offered, sold or otherwise
transferred except in compliance with the registration requirements of the
Securities Act and any other applicable securities laws, or pursuant to an
exemption therefrom or in a transaction not subject thereto, and in each case
in compliance with certain other conditions and restrictions. Senior Notes
which remain outstanding after consummation of the Exchange Offer will
continue to bear a legend reflecting such restrictions on transfer. In
addition, upon consummation of the Exchange Offer, holders of Senior Notes
which remain outstanding will not be entitled to any right to have such Senior
Notes registered under the Securities Act, except under certain limited
circumstances. The Company does not intend to register under the Securities
Act any Senior Notes which remain outstanding after consummation of the
Exchange Offer. See "The Exchange Offer."
To the extent that Senior Notes are tendered and accepted in the Exchange
Offer, the aggregate stated principal amount at maturity of outstanding Senior
Notes will decrease, which will result in a decrease in the liquidity of the
Senior Notes. Any trading market for Senior Notes which remain outstanding
after the Exchange Offer could be adversely affected.
FAILURE TO FOLLOW EXCHANGE OFFER PROCEDURES
Issuance of the Exchange Notes in exchange for Senior Notes pursuant to the
Exchange Offer will be made only after a timely receipt by the Exchange Agent
of: (i) such Senior Notes or a book-entry confirmation of a book-entry
transfer of the Senior Notes into the Exchange Agent's account at The
Depository Trust Company ("DTC"); (ii) the Letter of Transmittal (or a
facsimile thereof), properly completed and duly executed, with any required
signature guarantees; and (iii) any other documents required by the Letter of
Transmittal. Holders of the Senior Notes desiring to tender such Senior Notes
in exchange for Exchange Notes should allow sufficient time to ensure timely
delivery. The Company and the Exchange Agent are under no duty to give
notification of defects or irregularities with respect to the tenders of
Senior Notes for exchange. See "The Exchange Offer."
VARIABILITY OF QUARTERLY OPERATING RESULTS
As a result of the significant expenses associated with the expansion and
development of its networks and services and the variability of the level of
revenues generated through sales of its services, the Company anticipates that
its operating results could vary significantly from period to period. Such
variability could have a material adverse effect on the Company. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
LIMITATIONS ON REPURCHASE OF NOTES
Upon a Change of Control, each holder of Exchange Notes will have the right,
at the holder's option, to require the Company to repurchase all or a portion
of such holder's Exchange Notes. If a Change of Control
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were to occur, there can be no assurance that the Company would have
sufficient funds to pay the repurchase price for all Exchange Notes tendered
by the holders thereof. In addition, the Company's repurchase of Exchange
Notes as a result of the occurrence of a Change of Control may be prohibited
or limited by, or create an event of default under, the terms of agreements
related to borrowings which the Company may enter into from time to time,
including senior indebtedness. See "Description of the Exchange Notes--
Repurchase at the Option of Holders upon a Change of Control."
INVESTOR RIGHTS
In the event that the Company has not consummated a public offering of its
common stock prior to November 27, 2003, the Equity Investors will each have
the right to require the Company to liquidate and distribute the proceeds of
the liquidation to the Company's creditors and stockholders in the priority of
their claims and as required by applicable law. In the event that the Equity
Investors were to exercise such right, the Company would be forced to cease
operations and liquidate, and there can be no assurance that the Company would
have sufficient cash to pay all or any portion of the principal of or other
amounts due with respect to the Notes.
IMPACT OF THE YEAR 2000 ISSUE
The year 2000 issue is the result of computer programs being written using
two digits rather than four to define the applicable year. Any of the
Company's computer programs that have date-sensitive software may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
The Company has assessed its systems and believes them to be year 2000
compliant. In addition, the Company has received assurance from its major
software vendors that the products used by the Company are year 2000 compliant
and will function adequately. If the systems of other companies on whose
services the Company depends or with whom the Company's systems interface are
not year 2000 compliant, it could have a material adverse effect on the
Company.
The Company will continue its year 2000 issue assessment and, if it comes to
the attention of the Company's management that any of its systems, or the
systems of those on whom the Company relies, are not year 2000 compliant, the
Company intends to develop an action plan, and assess the resources it would
be required to devote, to address such problem. There can be no assurance that
devoting further resources of the Company to the year 2000 issue, if one were
to occur, would not have a material adverse effect on the Company.
RISKS REGARDING FORWARD-LOOKING STATEMENTS
The statements contained in this Prospectus which are not historical facts
are "forward-looking statements", which can be identified by the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," or "anticipates" or the negative thereof or other variations thereon
or comparable terminology, or by discussions of strategy that involve risks
and uncertainties. Management wishes to caution the reader that these forward-
looking statements, such as its anticipation of revenues from designated
markets, and statements regarding the development of the Company's businesses,
the markets for the Company's services and products, the Company's anticipated
capital expenditures, regulatory reform and other statements contained herein
regarding matters that are not historical facts, are only predictions. No
assurance can be given that the future results will be achieved; actual events
or results may differ materially as a result of risks facing the Company. Such
risks include, but are not limited to, the Company's ability to successfully
market its services to current and new customers, access markets, install
switching electronics, and obtain the use of leased fiber transport facilities
and any required governmental authorizations, franchises and permits, all in a
timely manner, at reasonable costs and on satisfactory terms and conditions,
as well as regulatory, legislative and judicial developments that could cause
actual results to differ materially from the future results indicated,
expressed or implied, in such forward-looking statements.
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THE EXCHANGE OFFER
PURPOSE AND EFFECT OF THE EXCHANGE OFFER
In connection with the sale of the Senior Notes, the Company entered into
the Registration Agreement with the Initial Purchasers, pursuant to which the
Company agreed to file and to use its best efforts to cause to become
effective with the Commission a registration statement with respect to the
exchange of the Senior Notes for Exchange Notes with terms identical in all
material respects to the terms of the Senior Notes. A copy of the Registration
Agreement has been filed as an exhibit to the Registration Statement of which
this Prospectus is a part (the "Registration Statement"). The Exchange Offer
is being made to satisfy the contractual obligations of the Company under the
Registration Agreement.
By tendering Senior Notes in exchange for Exchange Notes, each holder will
represent to the Company that: (i) any Exchange Notes to be received by such
holder are being acquired in the ordinary course of such holder's business;
(ii) such holder has no arrangement or understanding with any person to
participate in a distribution (within the meaning of the Securities Act) of
Exchange Notes; (iii) such holder is not an "affiliate" of the Company (within
the meaning of Rule 405 under the Securities Act), or if such holder is an
affiliate, that such holder will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable; (iv)
such holder has full power and authority to tender, exchange, sell, assign and
transfer the tendered Senior Notes; (v) the Company will acquire good,
marketable and unencumbered title to the tendered Senior Notes, free and clear
of all liens, restrictions, charges and encumbrances; and (vi) the Senior
Notes tendered for exchange are not subject to any adverse claims or proxies.
Each tendering holder also will warrant and agree that such holder will, upon
request, execute and deliver any additional documents deemed by the Company or
the Exchange Agent to be necessary or desirable to complete the exchange,
sale, assignment, and transfer of the Senior Notes tendered pursuant to the
Exchange Offer. Each broker-dealer that receives Exchange Notes for its own
account in exchange for Senior Notes, where such Senior Notes were acquired by
such broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Notes. See "Plan of Distribution."
The Exchange Offer is not being made to, nor will the Company accept tenders
for exchange from, holders of Senior Notes in any jurisdiction in which the
Exchange Offer or the acceptance thereof would not be in compliance with the
securities or blue sky laws of such jurisdiction.
Unless the context requires otherwise, the term "holder" with respect to the
Exchange Offer means any person in whose name the Senior Notes are registered
on the books of the Company or any other person who has obtained a properly
completed bond power from the registered holder, or any participant in DTC
whose name appears on a security position listing as a holder of Senior Notes
(which, for purposes of the Exchange Offer, include beneficial interests in
the Senior Notes held by direct or indirect participants in DTC and Senior
Notes held in definitive form).
TERMS OF THE EXCHANGE OFFER
The Company hereby offers, upon the terms and subject to the conditions set
forth in this Prospectus and in the accompanying Letter of Transmittal, to
exchange $1,000 stated principal amount at maturity of Exchange Notes for each
$1,000 stated principal amount at maturity of Senior Notes properly tendered
prior to the Expiration Date and not properly withdrawn in accordance with the
procedures described below. Holders may tender their Senior Notes in whole or
in part in integral multiples of $1,000 stated principal amount at maturity.
The form and terms of the Exchange Notes will be the same as the form and
terms of the Senior Notes except that (i) the Exchange Notes will have been
registered under the Securities Act and therefore will not be subject to
certain restrictions on transfer applicable to the Senior Notes and (ii)
holders of the Exchange Notes will not be entitled to certain rights of
holders of the Senior Notes under the Registration Agreement. The Exchange
Notes will evidence the same indebtedness as the Senior Notes (which they
replace) and will be issued pursuant to, and entitled to the benefits of, the
Indenture.
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The Exchange Offer is not conditioned upon any minimum aggregate principal
amount of Senior Notes being tendered for exchange. The Company reserves the
right in its sole discretion to purchase or make offers for any Senior Notes
that remain outstanding after the Expiration Date or, as set forth under "--
Conditions to the Exchange Offer," to terminate the Exchange Offer and, to the
extent permitted by applicable law, purchase Senior Notes in the open market,
in privately negotiated transactions or otherwise. The terms of any such
purchases or offers could differ from the terms of the Exchange Offer. As of
the date of this Prospectus, $270,000,000 aggregate stated principal amount at
maturity of Senior Notes is outstanding.
Holders of Senior Notes do not have any appraisal or dissenters' rights in
connection with the Exchange Offer. Senior Notes which are not tendered for,
or are tendered but not accepted in connection with, the Exchange Offer will
remain outstanding. See "Risk Factors--Failure to Exchange Senior Notes."
If any tendered Senior Notes are not accepted for exchange because of an
invalid tender, the occurrence of certain other events set forth herein or
otherwise, certificates for any such unaccepted Senior Notes will be returned,
without expense, to the tendering holder thereof promptly after the Expiration
Date.
Holders who tender Senior Notes in connection with the Exchange Offer will
not be required to pay brokerage commissions or fees or, subject to the
instructions in the Letter of Transmittal, transfer taxes with respect to the
exchange of Senior Notes in connection with the Exchange Offer. The Company
will pay all charges and expenses, other than certain applicable taxes
described below, in connection with the Exchange Offer. See "--Fees and
Expenses."
THE BOARD OF DIRECTORS OF THE COMPANY MAKES NO RECOMMENDATION TO HOLDERS OF
SENIOR NOTES AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING ALL OR ANY
PORTION OF THEIR SENIOR NOTES PURSUANT TO THE EXCHANGE OFFER. IN ADDITION, NO
ONE HAS BEEN AUTHORIZED TO MAKE ANY SUCH RECOMMENDATION. HOLDERS OF SENIOR
NOTES MUST MAKE THEIR OWN DECISION WHETHER TO TENDER PURSUANT TO THE EXCHANGE
OFFER AND, IF SO, THE AGGREGATE AMOUNT OF SENIOR NOTES TO TENDER AFTER READING
THIS PROSPECTUS AND THE LETTER OF TRANSMITTAL AND CONSULTING WITH THEIR
ADVISERS, IF ANY, BASED ON THEIR FINANCIAL POSITION AND REQUIREMENTS.
EXPIRATION DATE; EXTENSIONS; AMENDMENTS
The term "Expiration Date" means 5:00 p.m., New York City time, on September
16, 1998 unless the Exchange Offer is extended by the Company (in which case
the term "Expiration Date" shall mean the latest date and time to which the
Exchange Offer is extended).
The Company expressly reserves the right in its sole and absolute
discretion, subject to applicable law, at any time and from time to time: (i)
to delay the acceptance of the Senior Notes for exchange; (ii) to terminate
the Exchange Offer (whether or not any Senior Notes have theretofore been
accepted for exchange) if the Company determines, in its sole and absolute
discretion, that any of the events or conditions referred to under "--
Conditions to the Exchange Offer" has occurred or exists or has not been
satisfied; (iii) to extend the Expiration Date of the Exchange Offer and
retain all Senior Notes tendered pursuant to the Exchange Offer, subject,
however, to the right of holders of Senior Notes to withdraw their tendered
Senior Notes as described under "--Withdrawal Rights;" and (iv) to waive any
condition or otherwise amend the terms of the Exchange Offer in any respect.
If the Exchange Offer is amended in a manner determined by the Company to
constitute a material change, or if the Company waives a material condition of
the Exchange Offer, the Company will promptly disclose such amendment by means
of a prospectus supplement that will be distributed to the registered holders
of the Senior Notes, and the Company will extend the Exchange Offer to the
extent required by Rule 14e-1 under the Exchange Act.
Any such delay in acceptance, termination, extension or amendment will be
followed promptly by oral or written notice thereof to the Exchange Agent (any
such oral notice to be promptly confirmed in writing) and by
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making a public announcement thereof, and such announcement in the case of an
extension will be made no later than 9:00 a.m., New York City time, on the
next business day after the previously scheduled Expiration Date. Without
limiting the manner in which the Company may choose to make any public
announcement, and subject to applicable laws, the Company shall have no
obligation to publish, advertise or otherwise communicate any such public
announcement other than by issuing a release to an appropriate news agency.
ACCEPTANCE FOR EXCHANGE AND ISSUANCE OF EXCHANGE NOTES
Upon the terms and subject to the conditions of the Exchange Offer, the
Company will exchange, and will issue to the Exchange Agent, Exchange Notes
for Senior Notes validly tendered and not withdrawn (pursuant to the
withdrawal rights described under "--Withdrawal Rights") promptly after the
Expiration Date.
In all cases, delivery of Exchange Notes in exchange for Senior Notes
tendered and accepted for exchange pursuant to the Exchange Offer will be made
only after timely receipt by the Exchange Agent of: (i) Senior Notes or a
book-entry confirmation of a book-entry transfer of Senior Notes into the
Exchange Agent's account at DTC; (ii) the Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, with any required signature
guarantees; and (iii) any other documents required by the Letter of
Transmittal. Accordingly, the delivery of Exchange Notes might not be made to
all tendering holders at the same time, and will depend upon when Senior
Notes, book-entry confirmations with respect to Senior Notes and other
required documents are received by the Exchange Agent.
The term "book-entry confirmation" means a timely confirmation of a book-
entry transfer of Senior Notes into the Exchange Agent's account at DTC.
Subject to the terms and conditions of the Exchange Offer, the Company will
be deemed to have accepted for exchange, and thereby exchanged, Senior Notes
validly tendered and not withdrawn as, if and when the Company gives oral or
written notice to the Exchange Agent (any such oral notice to be promptly
confirmed in writing) of the Company's acceptance of such Senior Notes for
exchange pursuant to the Exchange Offer. The Company's acceptance for exchange
of Senior Notes tendered pursuant to any of the procedures described above
will constitute a binding agreement between the tendering holder and the
Company upon the terms and subject to the conditions of the Exchange Offer.
The Exchange Agent will act as agent for the Company for the purpose of
receiving tenders of Senior Notes, Letters of Transmittal and related
documents, and as agent for tendering holders for the purpose of receiving
Senior Notes, Letters of Transmittal and related documents and transmitting
Exchange Notes to holders who validly tendered Senior Notes. Such exchange
will be made promptly after the Expiration Date. If for any reason whatsoever
the acceptance for exchange or the exchange of any Senior Notes tendered
pursuant to the Exchange Offer is delayed (whether before or after the
Company's acceptance for exchange of Senior Notes), or the Company extends the
Exchange Offer or is unable to accept for exchange or exchange Senior Notes
tendered pursuant to the Exchange Offer, then, without prejudice to the
Company's rights set forth herein, the Exchange Agent may, nevertheless, on
behalf of the Company and subject to Rule 14e-1(c) under the Exchange Act,
retain tendered Senior Notes and such Senior Notes may not be withdrawn except
to the extent tendering holders are entitled to withdrawal rights as described
under "--Withdrawal Rights."
PROCEDURES FOR TENDERING SENIOR NOTES
Valid Tender. Except as set forth below, in order for Senior Notes to be
validly tendered pursuant to the Exchange Offer, either: (i) (a) a properly
completed and duly executed Letter of Transmittal (or facsimile thereof), with
any required signature guarantees and any other required documents, must be
received by the Exchange Agent at the address set forth under "--Exchange
Agent" prior to the Expiration Date and (b) tendered Senior Notes must be
received by the Exchange Agent, or such Senior Notes must be tendered pursuant
to the procedures for book-entry transfer set forth below and a book-entry
confirmation must be received by the Exchange Agent, in each case prior to the
Expiration Date; or (ii) the guaranteed delivery procedures set forth below
must be complied with.
23
<PAGE>
If less than all of the Senior Notes are tendered, a tendering holder should
fill in the amount of Senior Notes being tendered in the appropriate box on
the Letter of Transmittal. The entire amount of Senior Notes delivered to the
Exchange Agent will be deemed to have been tendered unless otherwise
indicated.
If any Letter of Transmittal, endorsement, bond power, power of attorney, or
any other document required by the Letter of Transmittal is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and unless waived by the Company,
evidence satisfactory to the Company, in its sole discretion, of such person's
authority to so act must be submitted.
Any beneficial owner of Senior Notes that are held by or registered in the
name of a broker, dealer, commercial bank, trust company or other nominee or
custodian is urged to contact such entity promptly if such beneficial holder
wishes to participate in the Exchange Offer.
THE METHOD OF DELIVERY OF SENIOR NOTES, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND SOLE RISK OF THE TENDERING
HOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. INSTEAD OF DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS
USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY AND PROPER INSURANCE SHOULD BE
OBTAINED. NO LETTER OF TRANSMITTAL OR SENIOR NOTES SHOULD BE SENT TO THE
COMPANY. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS, DEALERS, COMMERCIAL
BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THESE TRANSACTIONS FOR SUCH
HOLDERS.
Book-Entry Transfer. The Exchange Agent will make a request to establish an
account with respect to the Senior Notes at DTC for purposes of the Exchange
Offer within two business days after the date of this Prospectus. Any
financial institution that is a participant in DTC's book-entry transfer
facility system may make a book-entry delivery of the Senior Notes by causing
DTC to transfer such Senior Notes into the Exchange Agent's account at DTC in
accordance with DTC's procedures for transfers. However, although delivery of
Senior Notes may be effected through book-entry transfer into the Exchange
Agent's account at DTC, the Letter of Transmittal (or facsimile thereof),
properly completed and duly executed, with any required signature guarantees
and any other required documents, must in any case be delivered to and
received by the Exchange Agent at its address set forth under "--Exchange
Agent" prior to the Expiration Date, or the guaranteed delivery procedure set
forth below must be complied with.
DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE
EXCHANGE AGENT.
Signature Guarantees. Certificates for Senior Notes need not be endorsed and
signature guarantees on a Letter of Transmittal or a notice of withdrawal, as
the case may be, are unnecessary unless (a) a certificate for Senior Notes is
registered in a name other than that of the person surrendering the
certificate or (b) a registered holder completes the box entitled "Special
Issuance Instructions" or "Special Delivery Instructions" in the Letter of
Transmittal. In the case of (a) or (b) above, such certificates for Senior
Notes must be duly endorsed or accompanied by a properly executed bond power,
with the endorsement or signature on the bond power and on the Letter of
Transmittal or the notice of withdrawal, as the case may be, guaranteed by a
firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an
"eligible guarantor institution," including (as such terms are defined
therein): (i) a bank; (ii) a broker, dealer, municipal securities broker or
dealer or government securities broker or dealer; (iii) a credit union; (iv) a
national securities exchange, registered securities association or clearing
agency; or (v) a savings association that is a participant in a Securities
Transfer Association (each an "Eligible Institution"), unless surrendered on
behalf of such Eligible Institution. See Instruction 1 to the Letter of
Transmittal.
Guaranteed Delivery. If a holder desires to tender Senior Notes pursuant to
the Exchange Offer and the certificates for such Senior Notes are not
immediately available or time will not permit all required documents to
24
<PAGE>
reach the Exchange Agent before the Expiration Date, or the procedures for
book-entry transfer cannot be completed on a timely basis, such Senior Notes
may nevertheless be tendered, provided that all of the following guaranteed
delivery procedures are complied with:
(i) such tenders are made by or through an Eligible Institution;
(ii) prior to the Expiration Date, the Exchange Agent receives from such
Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form accompanying the Letter of
Transmittal, setting forth the name and address of the holder of Senior
Notes and the amount of Senior Notes tendered, stating that the tender is
being made thereby and guaranteeing that within three New York Stock
Exchange trading days after the date of execution of the Notice of
Guaranteed Delivery, the certificates for all physically tendered Senior
Notes, in proper form for transfer, or a book-entry confirmation, as the
case may be, and any other documents required by the Letter of Transmittal
will be deposited by the Eligible Institution with the Exchange Agent. The
Notice of Guaranteed Delivery may be delivered by hand, or transmitted by
facsimile or mail to the Exchange Agent and must include a guarantee by an
Eligible Institution in the form set forth in the Notice of Guaranteed
Delivery; and
(iii) the certificates (or book-entry confirmation) representing all
tendered Senior Notes, in proper form for transfer, together with a
properly completed and duly executed Letter of Transmittal, with any
required signature guarantees and any other documents required by the
Letter of Transmittal, are received by the Exchange Agent within three New
York Stock Exchange trading days after the date of execution of the Notice
of Guaranteed Delivery.
Determination of Validity. All questions as to the form of documents,
validity, eligibility (including time of receipt) and acceptance for exchange
of any tendered Senior Notes will be determined by the Company, in its sole
discretion, which determination shall be final and binding on all parties. The
Company reserves the absolute right, in its sole and absolute discretion, to
reject any and all tenders determined by it not to be in proper form or the
acceptance for exchange of which may, in the view of counsel to the Company,
be unlawful. The Company also reserves the absolute right, subject to
applicable law, to waive any of the conditions of the Exchange Offer as set
forth under "--Conditions to the Exchange Offer" or any defect or irregularity
in any tender of Senior Notes of any particular holder whether or not similar
defects or irregularities are waived in the case of other holders.
The Company's interpretation of the terms and conditions of the Exchange
Offer (including the Letter of Transmittal and the instructions thereto) will
be final and binding on all parties. No tender of Senior Notes will be deemed
to have been validly made until all defects or irregularities with respect to
such tender have been cured or waived. Neither the Company, any affiliates of
the Company, the Exchange Agent or any other person shall be under any duty to
give any notification of any defects or irregularities in tenders or incur any
liability for failure to give any such notification.
RESALES OF EXCHANGE NOTES
Based on interpretations by the staff of the Commission, as set forth in no-
action letters issued to third parties unrelated to the Company (e.g., Exxon
Capital Holdings Corporation, publicly available May 13, 1988; K-III
Communications Corporation, publicly available May 14, 1993; Brown & Wood LLP,
publicly available February 7, 1997; Warnaco, Inc., publicly available October
2, 1991; and Mary Kay Cosmetics, Inc., publicly available June 5, 1991), the
Company believes that holders of Senior Notes (other than any holder that is
(i) a broker-dealer that acquired Senior Notes as a result of market-making
activities or other trading activities, or (ii) a broker-dealer that acquired
Senior Notes directly from the Company for resale pursuant to Rule 144A or
another available exemption under the Securities Act) who exchange their
Senior Notes for Exchange Notes pursuant to the Exchange Offer may offer for
resale, resell and otherwise transfer such Exchange Notes without compliance
with the registration and prospectus delivery provisions of the Securities
Act, provided that such Exchange Notes are acquired in the ordinary course of
such holders' business, such holders have no arrangement or understanding with
any person to participate in the distribution of such Exchange Notes and such
holders are not "affiliates" of the Company (within the meaning of Rule 405 of
the Securities Act). However, the staff of the Commission has not considered
the Exchange Offer in the context of a no-action letter, and there can be no
25
<PAGE>
assurance that the staff of the Commission would make a similar determination
with respect to the Exchange Offer. Each broker-dealer that receives Exchange
Notes for its own account in exchange for Senior Notes, where such Senior
Notes were acquired by such broker-dealer as a result of market-making
activities or other trading activities, must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange Notes. See "Plan
of Distribution."
WITHDRAWAL RIGHTS
Except as otherwise provided herein, tenders of Senior Notes may be
withdrawn at any time prior to the Expiration Date.
In order for a withdrawal to be effective, a written, telegraphic or
facsimile transmission of such notice of withdrawal must be timely received by
the Exchange Agent at its address set forth under "--Exchange Agent" prior to
the Expiration Date. Any such notice of withdrawal must specify the name of
the person who tendered the Senior Notes to be withdrawn, the aggregate
principal amount of Senior Notes to be withdrawn, and (if certificates for
such Senior Notes have been tendered) the name of the registered holder of the
Senior Notes as set forth on the Senior Notes, if different from that of the
person who tendered such Senior Notes. If certificates for Senior Notes have
been delivered or otherwise identified to the Exchange Agent, the notice of
withdrawal must specify the serial numbers on the particular certificates for
the Senior Notes to be withdrawn and the signature on the notice of withdrawal
must be guaranteed by an Eligible Institution, except in the case of Senior
Notes tendered for the account of an Eligible Institution. If Senior Notes
have been tendered pursuant to the procedures for book-entry transfer set
forth in "--Procedures for Tendering Senior Notes," the notice of withdrawal
must specify the name and number of the account at DTC to be credited with the
withdrawal of Senior Notes and must otherwise comply with the procedures of
DTC. Withdrawals of tenders of Senior Notes may not be rescinded. Senior Notes
properly withdrawn will not be deemed validly tendered for purposes of the
Exchange Offer, but may be retendered at any subsequent time prior to the
Expiration Date by following any of the procedures described above under "--
Procedures for Tendering Senior Notes."
All questions as to the validity, form and eligibility (including time of
receipt) of such withdrawal notices will be determined by the Company, in its
sole discretion, which determination shall be final and binding on all
parties. Neither the Company, any affiliates of the Company, the Exchange
Agent or any other person shall be under any duty to give any notification of
any defects or irregularities in any notice of withdrawal or incur any
liability for failure to give any such notification. Any Senior Notes which
have been tendered but which are withdrawn will be returned to the holder
thereof promptly after withdrawal.
INTEREST ON THE EXCHANGE NOTES
The Senior Notes and the Exchange Notes will accrete from February 18, 1998
at a rate of 12.125% per annum, compounded semiannually, to an aggregate
stated principal amount of $270,000,000 by February 15, 2003. Interest will
not be payable on the Exchange Notes prior to February 15, 2003. Thereafter,
interest on the Exchange Notes will accrue at the rate of 12.125% per annum
and will be payable in cash semiannually on August 15 and February 15,
commencing August 15, 2003.
CONDITIONS TO THE EXCHANGE OFFER
Notwithstanding any other provisions of the Exchange Offer or any extension
of the Exchange Offer, the Company will not be required to accept for
exchange, or to exchange, any Senior Notes for any Exchange Notes, and, as
described below, may terminate the Exchange Offer (whether or not any Senior
Notes have theretofore been accepted for exchange) or may waive any conditions
to or amend the Exchange Offer, if any of the following conditions have
occurred or exists or have not been satisfied:
(a) there shall occur a change in the current interpretation by the staff
of the Commission which permits the Exchange Notes issued pursuant to the
Exchange Offer in exchange for Senior Notes to be offered for resale,
resold and otherwise transferred by holders thereof (other than (i) broker-
dealers that acquired Senior Notes as a result of market-making activities
or other trading activities or (ii) broker-dealers that acquired Senior
Notes directly from the Company for resale pursuant to Rule 144A or another
available
26
<PAGE>
exemption under the Securities Act) without compliance with the
registration and prospectus delivery provisions of the Securities Act,
provided that such Exchange Notes are acquired in the ordinary course of
such holders' business, such holders have no arrangement or understanding
with any person to participate in the distribution of such Exchange Notes
and such holders are not "affiliates" of the Company (within the meaning of
Rule 405 under the Securities Act);
(b) any action or proceeding shall have been instituted or threatened in
any court or by or before any governmental agency or body with respect to
the Exchange Offer which, in the Company's judgment, would reasonably be
expected to impair the ability of the Company to proceed with the Exchange
Offer;
(c) any law, statute, rule or regulation shall have been adopted or
enacted which, in the Company's judgment, would reasonably be expected to
impair the ability of the Company to proceed with the Exchange Offer;
(d) a stop order shall have been issued by the Commission or any state
securities authority suspending the effectiveness of the Registration
Statement, or proceedings shall have been initiated or, to the knowledge of
the Company, threatened for that purpose;
(e) any governmental approval has not been obtained, which approval the
Company shall, in its sole discretion, deem necessary for the consummation
of the Exchange Offer as contemplated hereby; or
(f) any change, or any development involving a prospective change, in the
business or financial affairs of the Company has occurred which, in the
sole judgment of the Company, might materially impair the ability of the
Company to proceed with the Exchange Offer.
If the Company determines in its sole and absolute discretion that any of
the foregoing events or conditions has occurred or exists or has not been
satisfied, the Company may, subject to applicable law, terminate the Exchange
Offer (whether or not any Senior Notes have theretofore been accepted for
exchange) or may waive any such condition or otherwise amend the terms of the
Exchange Offer in any respect. If such waiver or amendment constitutes a
material change to the Exchange Offer, the Company will promptly disclose such
waiver by means of a prospectus supplement that will be distributed to the
registered holders of the Senior Notes, and the Company will extend the
Exchange Offer to the extent required by Rule 14e-1 under the Exchange Act.
EXCHANGE AGENT
Harris Trust and Savings Bank has been appointed as Exchange Agent for the
Exchange Offer. Delivery of the Letters of Transmittal and any other required
documents, questions, requests for assistance, and requests for additional
copies of this Prospectus or of the Letter of Transmittal and requests for
Notice of Guaranteed Delivery should be directed to the Exchange Agent as
follows:
By Mail
Harris Trust and Savings Bank
c/o Harris Trust Company of New York
Wall Street Station
P.O. Box 1010
New York, New York 10268-1010
Attention: Reorganization Dept.
By Overnight Courier or Hand
Harris Trust and Savings Bank
c/o Harris Trust Company of New York
Wall Street Plaza
88 Pine Street, 19th Floor
New York, New York 10005
Attention: Reorganization Dept.
27
<PAGE>
By Facsimile (for Eligible Institutions only)
(212) 701-7636
(212) 701-7637
Confirm by telephone: (212) 701-7624
DELIVERY TO OTHER THAN THE ABOVE ADDRESSES OR FACSIMILE NUMBER WILL NOT
CONSTITUTE A VALID DELIVERY.
FEES AND EXPENSES
The expenses of soliciting tenders will be borne by the Company. The
principal solicitation is being made by mail. Additional solicitation may be
made personally or by telephone or other means by officers, directors or
employees of the Company.
The Company has not retained any dealer-manager or similar agent in
connection with the Exchange Offer and will not make any payments to brokers,
dealers or others soliciting acceptances of the Exchange Offer. The Company
has agreed to pay the Exchange Agent reasonable and customary fees for its
services and will reimburse it for its reasonable out-of-pocket expenses in
connection therewith. The Company will also pay brokerage houses and other
custodians, nominees and fiduciaries the reasonable out-of-pocket expenses
incurred by them in forwarding copies of this Prospectus and related documents
to the beneficial owners of Senior Notes, and in handling or tendering for
their customers.
Holders who tender their Senior Notes for exchange will not be obligated to
pay any transfer taxes in connection therewith, except that if Exchange Notes
are to be delivered to, or are to be issued in the name of, any person other
than the registered holder of the Senior Notes tendered, or if a transfer tax
is imposed for any reason other than the exchange of Senior Notes in
connection with the Exchange Offer, then the amount of any such transfer tax
(whether imposed on the registered holder or any other persons) will be
payable by the tendering holder. If satisfactory evidence of payment of such
transfer tax or exemption therefrom is not submitted with the Letter of
Transmittal, the amount of such transfer tax will be billed directly to such
tendering holder.
28
<PAGE>
USE OF PROCEEDS
The Exchange Offer is intended to satisfy certain obligations of the Company
under the Registration Agreement. The Company will not receive any proceeds
from the issuance of the Exchange Notes offered hereby. However, upon the
original issuance of the Senior Notes, the net proceeds received by the
Company, after deducting the discount to the Initial Purchasers and other
expenses payable by the Company, was approximately $144 million. The Company
used or will use the net proceeds (i) to fund the cost of acquiring and
installing telecommunications switches and related infrastructure, (ii) to
fund operating losses, (iii) to repay approximately $3.5 million principal
amount of outstanding indebtedness of a subsidiary, (iv) for potential,
selected acquisitions (although none have been negotiated or contemplated),
and (v) for general corporate purposes. Prior to using the net proceeds for
such purposes, the Company has invested the net proceeds in short-term money
market and other market-rate, investment-grade instruments. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Liquidity and Capital Resources."
In consideration for issuing the Exchange Notes as contemplated in this
Prospectus, the Company will receive, in exchange, an equal number of Senior
Notes in like principal amount. The form and terms of the Exchange Notes will
be identical in all material respects to the form and terms of the Senior
Notes, except as otherwise described herein under "The Exchange Offer--Terms
of the Exchange Offer." The Senior Notes surrendered in exchange for Exchange
Notes will be retired and cancelled and cannot be reissued. As such, no effect
has been given to the Exchange Offer in the pro forma statements or
capitalization tables.
CAPITALIZATION
The following table sets forth the total capitalization of the Company as of
June 30, 1998, and the total capitalization of the Company as of December 31,
1997. Because the Company will not receive any proceeds for the issuance of
the Exchange Notes offered hereby, no effect has been given to the Exchange
Offer in the pro forma statements or capitalization tables which was not
previously accounted for in the Offering. The information set forth below
should be read in conjunction with the Company's Consolidated Financial
Statements and notes related thereto included elsewhere in this Prospectus.
See "Use of Proceeds," "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources," and
"Description of Capital Stock."
<TABLE>
<CAPTION>
AS OF AS OF
DECEMBER 31, JUNE 30,
1997 1998
------------ ------------
(UNAUDITED)
<S> <C> <C>
Cash and cash equivalents........................ $ 2,256,552 $140,077,423
=========== ============
Long-term debt................................... 3,536,886 156,624,309
Redeemable Common Stock Class A, $.01 par value,
85,567 Shares authorized and 80,307 issued and
outstanding at December 31, 1997................ 12,403,218 --
Stockholders' equity (deficit):
Common stock, Class A.......................... -- 803
Common stock, Class B, par value $0.01; 35,000
shares authorized; 20,000 shares issued and
outstanding................................... 200 200
Common stock, Class C, par value $0.01; 15,000
shares authorized; 14,711 shares issued and
outstanding................................... 147 147
Additional paid-in capital..................... (5,096,435) 31,298,850
Deferred compensation.......................... (3,791,667) (3,141,667)
Accumulated deficit............................ (3,380,487) (4,305,078)
----------- ------------
Total stockholders' equity (deficit)......... (2,075,372) 23,853,255
----------- ------------
Total capitalization......................... $13,864,732 $180,477,564
=========== ============
</TABLE>
29
<PAGE>
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
The selected consolidated financial data presented below as of and for the
seven month period ended December 31, 1996, and the year ended December 31,
1997, have been derived from the Consolidated Financial Statements of the
Company, included elsewhere in this Prospectus. The Consolidated Financial
Statements of the Company as of and for the seven month period ended December
31, 1996 and for the year ended December 31, 1997 have been audited by Arthur
Andersen LLP, independent auditors. The selected financial data as of and for
the six month periods ended June 30, 1997 and 1998, have been derived from the
unaudited consolidated financial statements of the Company which, in the
opinion of management, include all adjustments necessary for a fair
presentation of the financial condition and results of operations for the
Company for such periods. The results of operations for interim periods are
not necessarily indicative of a full year's operations. The following
information should be read in conjunction with "Capitalization," "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
"Business" and the Consolidated Financial Statements of the Company and the
notes related thereto, and the other financial data appearing elsewhere in
this Prospectus.
<TABLE>
<CAPTION>
PERIOD FROM
COMMENCEMENT
OF OPERATIONS SIX MONTHS ENDED
(MAY 31, 1996) TO YEAR ENDED -------------------------
DECEMBER 31, DECEMBER 31, JUNE 30, JUNE 30,
1996 1997 1997 1998
----------------- ------------ ----------- ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS
DATA:
Revenue................. $ -- $ 4,023,690 $ 86,908 $ 13,180,490
Expenses:
Customer service and
network operations.... -- 2,154,980 252,962 4,613,950
Selling, general
and administrative.... 421,777 2,887,372 994,597 3,271,785
Depreciation and
amortization.......... 1,150 615,817 92,559 2,006,269
Non-cash compensation
expense(1)............ 108,333 1,300,000 650,000 650,000
---------- ------------ ----------- ------------
Operating income
(loss)................. (531,260) (2,934,479) (1,903,210) 2,638,486
Interest income (ex-
pense), net............ 17,626 67,626 95,242 (3,563,077)
---------- ------------ ----------- ------------
Net income (loss)....... $ (513,634) $ (2,970,418) $(1,859,748) $ (924,591)
========== ============ =========== ============
<CAPTION>
DECEMBER 31, JUNE 30, JUNE 30,
DECEMBER 31, 1996 1997 1997 1998
----------------- ------------ ----------- ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Current Assets.......... $3,807,004 $ 4,737,808 $ 2,843,378 $148,340,971
Fixed Assets, net....... 81,153 11,176,774 3,684,588 30,108,899
Total Assets............ 3,888,157 15,914,582 7,325,604 184,023,149
Long-term debt.......... -- 3,536,886 46,983 156,624,309
Redeemable Class A
Common(2).............. 4,024,653 12,403,218 8,024,653 --
Total stockholders'
equity (deficit)....... (404,954) (2,075,372) (1,287,922) 23,853,255
OTHER FINANCIAL DATA:
EBITDA(3)............... $ (530,110) $ (2,318,662) $(1,810,651) $ 4,644,755
Capital expenditures.... 82,303 11,655,524 3,695,993 20,394,824
Deficiency of earnings
to fixed charges(4).... 513,634 2,970,418 1,859,746 924,591
SUMMARY CASH FLOW DATA:
Net cash provided by
(used in) operating
activities............. $ (152,576) $ (1,634,017) $ (958,987) $ 4,041,825
Net cash used in
investing activities... (82,303) (11,655,524) (3,695,993) (20,394,824)
Net cash provided by
financing activities... 4,025,000 11,755,972 4,335,387 154,173,870
OPERATING DATA:
Access lines in
service(5)............. -- 7,394 1,536 24,357
Minutes of use
(millions)............. -- 281.7 6.6 1,085
</TABLE>
30
<PAGE>
- --------
(1) Represents a non-cash compensation charge incurred upon the exchange of
initial common stock for Class B Common. The total charge will be taken
over the vesting period of the Class B Common.
(2) See "Capitalization" and "Description of Capital Stock."
(3) EBITDA represents earnings before interest, income taxes, depreciation and
amortization. EBITDA is not a measurement of financial performance under
generally accepted accounting principles, is not intended to represent
cash flow from operations, and should not be considered as an alternative
to net loss as an indicator of the Company's operating performance or to
cash flows as a measure of liquidity. The Company believes that EBITDA is
widely used by analysts, investors and other interested parties in the
telecommunications industry. EBITDA is not necessarily comparable with
similarly titled measures for other companies. See "Consolidated
Statements of Cash Flows."
(4) The ratio of earnings to fixed charges is calculated by dividing (i)
income (loss) before provision for income taxes, plus fixed charges by
(ii) fixed charges. Fixed charges consist of interest on indebtedness,
plus the estimated component of rental expense deemed by the Company to be
representative of the interest factor.
(5) Represents the number of access lines in service (at a DSO level) and
excludes the signaling channel of primary rate ISDN-based connections.
31
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
OVERVIEW
General: The Company began operations during 1996 and has operated in
Chicago since May 1997 and New York since January 1998, currently serving a
total of 6 MSAs (metropolitan statistical areas). The Company plans to offer
services in 37 additional MSAs by the end of 1999, reaching a total of 43 MSAs
in ten metropolitan markets. As of June 30, 1998, the Company had 30,385
access lines sold, of which 24,357 were installed and in service. This
compares to 13,411 lines sold and 7,394 lines installed as of December 31,
1997.
The Company's plan to expand into 37 additional MSAs requires significant
expenditures to fund operating losses and the purchase of capital equipment.
The Company believes it can lower its initial capital requirements and
generate a substantially greater return on invested capital by concentrating
its investment in switching and information, billing, and support systems,
while leasing transport facilities. This network investment strategy differs
from many other competitive local exchange carries (CLECs) who build and
maintain their own transport facilities.
The Company targets its services to telecommunications-intensive customers
and, as a result, expects to generate revenue per line in excess of the
industry average. In addition, the Company's cost structure is anticipated to
be below the industry average. Consequently, the Company expects to more
rapidly generate positive operating cash flow from its new networks as
compared to other CLECs. Nevertheless, the simultaneous development of a
number of new networks may result in negative consolidated operating cash
flow.
Revenues: The Company's revenue is comprised of monthly recurring charges,
usage charges, and initial, non-recurring charges. Monthly recurring charges
include the fees paid by customers for lines in service, additional features
on those lines, and colocation space. Monthly recurring charges are derived
only from end user customers. Usage charges consist of fees paid by end users
for each call made, fees paid by the incumbent local exchange carrier (ILEC)
and other CLECs as reciprocal compensation (which results from the Company
terminating calls made by ILEC customers or other CLEC customers to Focal's
customers), and access charges paid by the interexchange carriers (IXCs) for
long distance traffic originated and terminated by the Company. Usage charges
are derived from both end user customers and from other carriers. Initial non-
recurring charges are paid by end users, if applicable, for the installation
of service by the Company.
Reciprocal compensation is currently a significant component of the
Company's total revenue, representing 75% of total revenue recorded during the
first six months of 1998. This is the result of an imbalance of inbound and
outbound traffic due to the preponderance of inbound applications utilized by
the Company's customers. Such inbound applications include Focal Virtual
Office service which is used by Focal's corporate customers and Focal Multi-
Exchange Service which is used by Focal's Information Service Provider (ISP)
customers. The Company expects the proportion of revenue represented by
reciprocal compensation to decline over time as the percentage of lines sold
for outbound applications increases as each given market matures.
End user invoices are sent monthly with recurring charges being billed in
advance and usage charges being billed in arrears. Reciprocal compensation and
carrier access invoices are sent monthly to the appropriate ILECs and IXCs
according to industry standard practices and in industry standard formats.
Operating Expenses: The Company's operating expenses are categorized as
customer service and network operations; selling, general and administrative;
depreciation and amortization; and non-cash compensation expense. Settlement
costs are a significant portion of customer service and network operations
expense and are comprised of leased transport charges and reciprocal
compensation payments. Leased transport charges are the lease payments
incurred by Focal for the fiber optic transmission facilities used to connect
the Company's customers to its switch and to connect to the ILEC and other
CLEC networks. The Company's strategy of leasing rather than building its own
fiber transport facilities results in the Company's cost of service being a
significant component of total costs. The Company has to date been successful
in negotiating lease agreements which match
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the duration of its customer contracts, thereby allowing the Company to avoid
the risk of continuing expenses associated with transmission facilities that
are not being used by revenue generating customers. The Company pays
reciprocal compensation to ILECs and other CLECs for terminating calls made by
Focal's customers to customers of the ILEC or CLEC.
Other customer service and network operations expense consists of the costs
to operate the Company's network and the costs of providing customer care
activities. Major components include: wages, rent, power, equipment
maintenance, supplies, and contract employees.
Selling, general and administrative expenses consist of sales force
compensation and promotional expenses as well as the cost of corporate
activities related to regulatory, finance, human resources, legal, executive,
and other administrative activities.
The Company records non-cash compensation expense each quarter as a result
of having given retroactive effect to a change in accounting related to
certain shares issued to the Company's founders in November 1996. This change
in accounting is further described in Note 14 to the financial statements
contained herein.
The Company's strategy of leasing, rather than building, its transport
network results in capital expenditures which are proportionately lower than
most fiber-based CLECs. In addition, the proportion of capital expenditures
which are "success-based" are higher than most fiber-based CLECs. In contrast,
the Company incurs operating expenses for leased facilities, which are
proportionately higher than fiber-based CLECs. The margin impact of these
higher, anticipated operating expenses is expected to be mitigated, in part,
by a higher revenue per line, which the Company anticipates as a result of its
focus on telecommunications-intensive users.
RESULTS OF OPERATIONS
Year Ended December 31, 1997 Compared to Year Ended December 31, 1996
Revenue for the year ended December 31, 1997 was $4,023,690 compared to zero
revenue generated during the year ended December 31, 1996. This increase is
due to the Company recording its first revenue during May 1997. Prior to May
1997, the Company incurred startup and operating expenses in advance of
revenue as it prepared to launch its network services in the Chicago market.
Customer service and network operations expense increased from zero in 1996 to
$2,154,980 in 1997. There were no customer service or network activities
during 1996. Such activities began as the company initiated construction of
its first network in January 1997 and provision of service in May 1997.
Selling, general and administrative expenses increased from $421,777 in 1996
to $2,887,372 in 1997, largely due to a rapid increase in sales and
administrative personnel during 1997. Depreciation and amortization increased
from $1,150 in 1996 to $615,817 in 1997 due to the increase in assets put into
service by the Company during 1997. Non-cash compensation expense increased
from $108,333 in 1996 to $1,300,000 in 1997 based on a full year's impact of
this expense during 1997 as compared to one month of non-cash compensation
expense during 1996. Interest income increased from $17,626 in 1996 to
$195,696 in 1997 as a result of significantly greater cash balances after
receiving additional equity contributions during 1997. Interest expense
increased from zero in 1996 to $128,070 in 1997 due to debt financing by a
subsidiary of the Company. The net loss increased from $513,634 in 1996 to
$2,970,418 in 1997 as the Company underwent significant growth in its
operations during 1997.
Six Months Ended June 30, 1998 Compared to Six Months Ended June 30, 1997
Total revenue for the six months ended June 30, 1998 was $13,180,490
compared to $86,908 for the six months ended June 30, 1997. The significant
increase in revenue is due to the Company's rapid growth in its Chicago and
New York markets during 1998 and the fact that service was first initiated in
May 1997. Customer service and network operations expense was $252,962 in the
six months ended June 30, 1997 and $4,613,950 during the most recent six-month
period. The increase resulted from the Company's rapid expansion and related
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costs for leased facilities, usage settlements, customer care and operations
personnel, equipment maintenance, and other operating expenses. Selling,
general and administrative expense also increased due to the Company's
expansion from $994,597 during the six months ended June 30, 1997 to
$3,271,785 during the most recent six-month period. Similarly, depreciation
and amortization increased from $92,559 to $2,006,269 in the comparative
periods as a result of a significant increase in the level of fixed assets put
into service by the Company. Non-cash compensation expense was $650,000 for
each period since the value of shares recognized as compensation in each
period was the same. Interest income increased from $98,939 in the six months
ended June 30, 1997 to $3,080,716 in the six months ended June 30, 1998 due to
a substantial increase in cash balances held by the Company, primarily from
financing activities. Interest expense increased from $3,697 in the six months
ended June 30, 1997 to $6,643,793 in the most recent six month period due to
accrued interest expense from the Company's senior discount note issuance in
February 1998. The Company's net loss decreased from ($1,859,748) during the
six months ended June 30, 1997 to ($924,591) in the six-month period ended
June 30, 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company's existing operations have required, and its planned operations
will require, significant capital to fund the purchase and installation of
telecommunications switches, equipment, infrastructure, and the operating
losses expected during the start-up phase of each new market. Capital
expenditures were $20,394,824 for the six months ended June 30, 1998. The
Company expects total capital expenditures for the year ended December 31,
1998 to be approximately $60 million. Total capital expenditures for the
buildout of the ten city plan are currently estimated to be $110 million.
Prior to the completion of the senior discount note offering, the Company
funded a substantial portion of its capital expenditures through the private
sale of equity securities. In November 1996, the Company entered into a stock
purchase agreement which provided for the contribution over time of
approximately $26.1 million of equity funding by a group of investors. As of
February 13, 1998, the equity investors have contributed the entire $26.1
million to the Company. In addition, in 1997, the Company's Illinois
subsidiary borrowed approximately $3.5 million under a bank credit facility.
The Company used a portion of the net proceeds from the senior discount note
offering to prepay this indebtedness and cancel the facility.
On February 18, 1998, the Company received gross proceeds of $150,027,606
from the completion of its 12.125% senior discount note offering. The notes
will accrete to an aggregate stated principal amount of $270,000,000 by
February 15, 2003. No interest will be payable on the Notes prior to August
15, 2003. Thereafter, interest will be payable semiannually on August 15 and
February 15 of each year.
The Company has incurred net losses since inception. A portion of the prior
equity investments and debt proceeds have been used to fund the Company's
negative cash flow and net losses. Management believes the Company may produce
negative operating cash flow on a consolidated basis as it completes the
buildout of its ten city plan. There can be no assurance the Company will
realize positive consolidated operating cash flow in subsequent periods. Until
sufficient cash flow is generated, the Company will continue to rely on cash
on hand and outside capital to meet its cash requirements.
The Company's cash flows for the period from May 31, 1996 (the Company's
commencement of operations) to December 31, 1996, was $3,790,121. During this
period, net cash used in operating activities consisted of $152,576; net cash
used in investing activities consisted of $82,303; and net cash provided by
financing activities consisted of $4,025,000. The Company's cash flows for the
year ended December 31, 1997 was $1,533,569. During this period, net cash used
in operating activities consisted of $1,634,017; net cash used in investing
activities consisted of $11,655,524; and net cash provided by financing
activities consisted of $11,755,972. The Company's cash flows for the six
months ended June 30, 1998 was $137,820,871. During this period, net cash
provided by operating activities consisted of $4,041,825; net cash used in
investing activities consisted of $20,394,824; and net cash provided by
financing activities consisted of $154,173,870.
The Company expects its available cash, including the net proceeds from the
sale of its senior discount notes, will be sufficient to fund its capital
requirements through 1999. However, if the Company's expansion
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occurs more rapidly than currently anticipated or if its operating results are
below expectations, the Company may require additional capital. The Company
may decide to raise additional capital before such time. The Company may
secure additional funding through the sale of public or private debt and/or
equity securities or enter into a future bank credit facility. There can be no
assurance, however, that the Company will be successful in raising sufficient
additional capital on terms that it will consider acceptable or that the
Company's operations will produce positive consolidated cash flow in
sufficient amounts to meet its debt obligations. Failure to raise and generate
sufficient funds may require the Company to delay or abandon some of its
planned future expansion or expenditures, which could have a material adverse
effect on the Company's growth and its ability to compete in the
telecommunications industry.
The foregoing discussion contains forward-looking statements. The Company's
future performance is subject to numerous risks and uncertainties that could
cause actual results to deviate substantially from those discussed in these
forward-looking statements. Factors that could impact the variability of
future results include: the outcome of legal and regulatory proceedings
regarding reciprocal compensation for Internet-related calls; successful
execution of the Company's expansion activities into new geographic markets on
a timely and cost-effective basis; the pace at which new competitors enter the
Company's existing and planned markets; competitive responses of the incumbent
local exchange carriers; execution of interconnection agreements with
incumbent local exchange carriers on terms satisfactory to the Company;
maintenance of the Company's supply agreements for transmission facilities;
continued acceptance of the Company's services by new and existing customers;
and the ability to attract and retain talented employees.
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BUSINESS
INTRODUCTION
Focal began operations during 1996 and has operated in Chicago since May
1997 and New York since January 1998, currently serving a total of 6 MSAs
(metropolitan statistical areas.) The Company plans to offer services in 37
additional MSAs by the end of 1999, reaching a total of 43 MSAs in ten
metropolitan markets. As of June 30, 1998, the Company had 30,385 access lines
sold, of which 24,357 were installed and in service. This compares to 13,411
lines sold and 7,394 lines installed as of December 31, 1997.
MARKET POTENTIAL
The Company believes the telecommunications-intensive users in Tier I
markets are inadequately served for highly reliable, local switched
telecommunications services. Historically, the emergence of competition in the
telecommunications industry has created demand where none previously existed.
The Company believes that large telecommunications-intensive users will
increasingly demand diversity in local telecommunications providers as they
have already done in long distance and private-line telecommunications
services. The market potential for CLECs is large and growing. According to
data published by the FCC, total revenue from local telecommunications
services in 1996 was $101 billion. While this revenue figure represents total
local usage from residential and all business customers, the Company has
estimated that approximately $45.5 billion of the total $101 billion
represents local usage by businesses. Using further statistical data, the
Company has estimated that the total local usage revenues from the business
segment in the ten Tier I markets in which the Company intends to offer
service is approximately $12.2 billion per year.
The Company believes that its primary competitor in each of its target
markets is the ILEC. Most second generation CLECs initially chose to compete
in Tier II and Tier III markets, effectively ceding the Tier I markets to the
first generation CLECs (i.e., MFS and TCG). Moreover, the vast majority of
CLECs, both first and second generation, provide bundled communications
services to small and medium sized business customers. The Company's
experience to date has supported its belief that, unlike residential and small
to medium sized businesses who may prefer "one-stop" telecommunications
providers, large telecommunications-intensive users will purchase different
types of telecommunications services from different providers. As such, Focal
believes that there are few competitors offering telecommunications-intensive
users a stand-alone alternative to ILEC switched local services. Focal
represents The Third Generation CLEC(TM) that focuses on the provision of
value-added, switched local services to large telecommunications-intensive
users in Tier I markets. Management believes that it has a competitive
advantage over other local service providers as a result of its decision to
provide primarily local service to this significant and underserved market
segment.
BUSINESS STRATEGY
Principal Focus on Local Service. The Company offers a focused set of value-
added local switched services to its customers, which management believes
differentiates the Company from a majority of competitors who are seeking to
provide "one-stop" telecommunications services. This focus allows the Company
to outperform its competitors in the areas of network provisioning,
maintenance and customer care. For example, Focal guarantees its customers
that service will be turned-up within a specified period (typically less than
20 calendar days) or the first month fixed line charge is waived. To date, the
Company has met all of its installation commitments on time. Focal believes
its target customers prefer to purchase local telecommunications services from
multiple vendors, as they typically do with equipment, long distance and
private-line services. Management believes that the Company's customers will
seek to distribute an increasing portion of their switched local traffic to
one or more CLECs to secure redundancy and competitive pricing.
Design and Install a Highly Capital-Efficient Network. Management believes
the Company can generate a substantially greater return on invested capital by
concentrating its investment in switching, information, billing
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and support systems, while leasing its transport facilities. Management also
believes that excess fiber capacity and multiple vendors in its target markets
will satisfy the Company's leasing needs and permit Focal to obtain such
facilities at competitive prices for the foreseeable future. Moreover, Focal's
network investment strategy results in a substantially lower, less risky
initial capital requirement than CLECs who build their own fiber facilities
due to a greater proportion of Focal's ultimate capital requirement being
"success-based." Utilizing existing fiber networks allows the Company to enter
markets more quickly, generate revenue and positive cash flows faster, avoid
the need for franchise and right-of-way agreements, and focus on providing
switched services.
Build a More Robust Network than ILECs or CLECs. The Company has designed
and built its network to meet the demanding traffic and reliability
requirements of its target customers. Focal utilizes Nortel, DMS-500 SuperNode
central office switches that have been engineered by the Company to be
virtually non-blocking, thereby maximizing call completion. Focal also designs
its leased fiber facilities to avoid blocking. The Company typically connects
to every local tandem switch in operation by the ILEC and directly connects to
numerous high-use end offices. By connecting to so many points in the ILEC's
network, the Company can improve call completion even if blockage occurs in
portions of the ILEC trunking network. To optimize the entire configuration,
Focal implements overflow routing among the various trunk connections between
itself and the ILEC. Management believes this design is unique among ILECs and
CLECs and is attractive to its telecommunications-intensive customer base.
Moreover, the Company's transport-neutral design allows it to deliver service
from its switch to customers over the fiber transport systems maintained by
each of its several fiber optic transport facility providers.
Minimize Dependence on Deregulation. While the Telecom Act is likely to
benefit CLECs in the long-term, Focal believes the tangible benefits from the
Telecom Act are limited in the short-term. Accordingly, Focal's business
strategy is focused on customers and markets which allow it to minimize its
reliance on provisions of the Telecom Act to achieve its objectives. For
example, while the unbundling of network elements is mandated by the Telecom
Act, the Company believes the ability of a CLEC to obtain unbundled loops of
acceptable transmission quality and in reasonable volumes is not yet
practicable in most ILEC jurisdictions. However, due to its target customer
base and the existence of high capacity transmission facilities to such
customers in the major markets, Focal is able to limit its leased transport
network to facilities of T-1 capacity or greater. Similarly, while number
portability is mandated by the Telecom Act, Focal believes the interim number
portability methods utilized today are unreliable and perform poorly.
Consequently, Focal has concentrated on providing outbound and incremental
inbound (i.e., inbound traffic using new numbers) calling applications rather
than expose its customers to the potential loss of inbound calls on existing
numbers due to the poor performance of remote call forwarding applications
currently used to achieve number portability.
Penetrate Corporate Accounts. The Company emphasizes the diversity,
reliability and sophistication of its network and services in order to earn
its selection as the local provider of choice for its customers. Focal has
developed a number of products and services which it believes provide it with
a competitive advantage when attempting to penetrate new corporate accounts,
including Focal Virtual Office and 800 service. See "Business--Products and
Services." Focal's initial sale to a corporate account typically involves
installing incremental lines for specialized inbound applications or
supplanting only a limited number of outbound lines. Management believes that
the Company will thereafter be able to increase its overall penetration of
local service from the customer based on the quality of its service.
Take Advantage of the Significant and Growing ISP Opportunity. The dramatic
increase in dial-up access to the Internet has created a particularly strong
demand for local access lines by ISPs. CLECs are generally well-positioned to
satisfy this demand as the only alternative source of access lines. Focal
offers advantages to ISPs that certain of its competitors are currently unable
to provide, such as environmentally conditioned colocation space, virtually
non-blocking switching and transport facilities, guaranteed installation times
and modified foreign exchange service (which allows certain calls which would
otherwise be toll calls to be made as local calls). Focal does not offer its
own Internet access service and is, therefore, not viewed as a direct
competitor of the ISPs which it serves. ISP traffic also helps maximize
network utilization by bringing traffic onto the network typically during off-
peak periods, such as evenings and weekends.
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Maximize Network Utilization through VAR and Other Wholesale
Arrangements. To further maximize network utilization while minimizing cost of
sales, Focal distributes service to other customer segments through VARs and
other wholesale arrangements. Management believes that many telecommunications
service providers, including long distance companies and wireless
licenseholders, will seek to provide bundled telecommunications services in
Tier I markets. The Company does not currently intend to offer bundled
telecommunications services or directly distribute its services to residential
or small to medium sized business customers--the most attractive segment to
bundled service providers. Because the Company does not intend to offer
bundled services or offer services to customers these entities are likely to
serve, Management believes that entities intending to offer bundled services
are more likely to purchase local service from Focal than its ILEC or CLEC
competitors who may compete with these entities.
NETWORK
The Company has chosen to pursue a network design approach which involves
purchasing and maintaining its own switches while leasing fiber optic
transmission facilities on an incremental basis as demand dictates. This
approach is made possible by the availability of fiber optic transmission
facilities from multiple vendors in each of the markets it intends to serve.
This switch-based, leased transport network architecture allows the Company to
(i) reduce the capital investments necessary to provide services to its
customers by focusing its capital expenditures on its switches, the most
critical component of its network, (ii) avoid the construction of speculative
fiber optic facilities and the "stranded" capital sometimes associated with
such construction, (iii) better match the commitment of capital to the
acquisition of revenue generating customers and (iv) generate revenue and cash
flow more quickly than if the Company constructed its own fiber optic
facilities. The Company leases transmission facilities from at least three
vendors in each market in which it conducts business, providing the Company
with negotiating leverage and allowing the Company to offer its customers
added redundancy and diversity. In addition, the Company's network has been
specifically designed to satisfy the needs of its high-volume corporate
customer base and has been engineered to be virtually non-blocking, thereby
maximizing call completion.
The Company believes the implementation of its network architecture
represents a lower risk, demand-driven approach requiring less capital
deployment than that required for the build out of a fiber optic
infrastructure. The Company concludes that it can generate a substantially
greater return on invested capital by concentrating its investment in
switching, information, billing, and support systems, while leasing the
transport facilities necessary to complete its full service offering. Focal's
network investment strategy results in a substantially lower, less risky
initial capital requirement than CLECs who build their own fiber facilities
due to a greater proportion of Focal's ultimate capital requirement being
"success-based."
Focal has the flexibility to add or subtract transport capacity on an
incremental basis with the addition or loss of customers. The Company believes
that the quantity of existing and planned fiber transport facilities and its
distribution among numerous owners will be sufficient to satisfy the Company's
need for leased transport facilities and permit Focal to obtain such
facilities at competitive prices for the foreseeable future. The ability of
the Company to consider the option of leasing its transport is the result of
the relative maturity of the competitive access market and the high operating
leverage associated with such networks. For these reasons, the fiber transport
providers which own and operate such fiber networks in the major metropolitan
markets compete for the Company's transport business in order to maximize the
return on their fixed-asset fiber networks. In many cases, this occurs despite
the fiber transport provider marketing its own switched services in
competition with Focal.
While the Company expects the fiber transport providers will continue to
find it in their best interest to compete for Focal's transport business, the
fact that they are common carriers requires that they make their transport
services available to Focal on terms no worse than those provided to any
similarly situated customer. In each market, Focal has or anticipates having
multiple fiber transport providers available for transport including the ILEC
and at least two CLECs. The Company expects that over time it may become
optimal to construct a portion of its own transport facilities as the traffic
volume in certain geographic areas reaches critical mass.
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PRODUCTS AND SERVICES
Focal primarily offers local services to its customers. These services can
generally be segmented into inbound and outbound calling services.
Inbound Services. The Company's basic, inbound service allows for the
completion of calls to a new phone number supplied to the customer by the
Company. Focal believes the interim number portability methods utilized today
are unreliable and perform poorly. In addition, Focal has no control over such
number portability methods. Rather than migrating a customer's existing
telephone number to the Focal network, Focal has concentrated on providing
incremental inbound (i.e., inbound traffic using new numbers) calling
applications. In this way, its customers are not exposed to the potential loss
of inbound calls on existing numbers due to the poor performance of remote
call forwarding applications which are currently used to achieve number
portability.
The Company offers a number of inbound calling applications. Direct inward
dial ("DID") service allows inbound calls to reach a particular station on a
customer's telephone system without operator intervention. Focal markets DID
service to corporations as both a primary service and as a backup service. As
a primary service, the customer uses Focal numbers in instances where a new
line and number are necessary such as when a customer hires a new employee. As
a backup service, Focal can implement an alternative numbering plan for the
customer should the customer's primary service from the ILEC be interrupted.
Focal Virtual Office is designed to allow a company's employees to dial-in
to the company's local area network ("LAN") via a telephone number within that
employee's untimed local calling area. As such, the employee can access the
LAN without incurring time sensitive charges and the company avoids
maintaining relatively expensive, region-wide 800 service for LAN access.
Future enhancements to these inbound services are planned which will increase
the screening capabilities and provide an added layer of security to a
company's LAN, remote access functionality.
Focal Multi-Exchange Service, a variant of the Focal Virtual Office service,
is sold to ISPs and allows the ISPs' customers to cost-effectively access the
ISPs' remote access servers. The combination of the multi-exchange service
capability, a single point of exchange of the traffic, and Focal's high level
of customer care has resulted in strong demand for such services by the ISPs.
Outbound Services. The Company's basic outbound services allow for the
completion of local and toll calls within a metropolitan region. Such direct
outward dial ("DOD") service is utilized by end users in several ways. As a
primary service, a customer uses Focal as a replacement for the ILEC in
originating calls bound for destinations within the region. In the least cost
routing ("LCR") application, a customer can utilize Focal service in
conjunction with its existing ILEC service to route calls using whichever
carrier is least expensive for that given call type. LCR has been implemented
for long distance calling by large corporate users for a number of years.
Other outbound applications in which Focal service is utilized include
outbound 800 calling and long distance overflow service. In the 800 calling
application, Focal de-loads a customer's outbound, local lines and provides an
incentive to the customer to handle that customer's outbound 800 calls. In the
case of long distance overflow service, Focal acts as a backup to the
customer's existing long distance carrier in order to optimize the number of
direct, special access lines installed from the customer's premises to the
long distance carrier's point of presence.
All of the services described above are commonly provisioned over a T-1
facility and interface the customer's private branch exchange equipment
("PBX") directly, thereby averting the need for Focal to provision premises-
based multiplexing equipment. This is possible due to the high traffic volume
characteristic of the large telecommunications-intensive accounts which the
Company targets. The ability to directly interface existing customer premises
equipment ("CPE") further minimizes the Company's capital investment
requirements and maximizes overall return on capital.
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Focal also offers its customers the ability to colocate equipment in the
Company's switching and operations center. Equipment colocation benefits the
customer by allowing it to inexpensively deploy its equipment without having
to maintain environmentally controlled space. In addition, customers that
colocate qualify for special discounts on the monthly line rates for Focal's
switched services. From the Company's perspective, it is less costly to
deliver service within its own space since no leased transport is required to
reach the customer. This service is particularly well suited to Focal's ISP
customers, who frequently operate remote access servers and routers in
conjunction with the Company's switched services.
SALES AND MARKETING
Focal's objective is to satisfy the need for highly reliable, local switched
telecommunications services for telecommunications-intensive users in Tier I
markets by providing diverse, reliable and sophisticated service. Focal
believes it has a competitive advantage in satisfying this need since the
Company, from network architecture to customer service, is focused on
delivering a limited number of value-added services to its target customers.
Diversity. Focal provides diversity to telecommunications-intensive users by
delivering highly reliable, local switched telecommunications services as an
alternative to the ILEC in a multi-vendor environment. Such diversity already
exists with respect to other telecommunications services. Telecommunications-
intensive users clearly embrace the benefits that diversity brings;
principally, that redundancy minimizes the effects of facilities failures and
maximizes competitive pricing. As a result, the majority of Focal's target
customers typically have multiple long distance vendors, multiple equipment
providers, and multiple local private-line vendors. Because of its focused
strategy, the Company is uniquely positioned to become the preferred provider
of choice for local switched telecommunications services for large corporate
accounts, ISPs and VARs. The Company's focused strategy is predicated on its
ability to deliver the superior level of reliable, sophisticated and
competitive services that its customers require.
Reliability. Focal provides reliable service to telecommunications-intensive
users, who are highly sensitive to the potential effects of facilities
failures, by designing its own network around the same theme of diversity that
it advocates for its customers. Although local switched services are perceived
as simple, basic services, the delivery of highly reliable local switched
services requires sophisticated systems. Focal has designed and built its
switching and transport network to meet the demanding traffic and reliability
requirements of its target customers. The Company's network strategy is based
on developing and operating a highly robust, reliable, and high-throughput,
local network relative to the ILECs and other CLECs. Because Focal is a new
entrant to the market, the Company acknowledges that it must meet or exceed
the performance characteristics of the existing local networks in order to
attract telecommunications-intensive users to its service. Unlike smaller
users which tend to pre-qualify vendors based on price, the Company believes
that telecommunications-intensive users qualify potential vendors based on the
performance characteristics of their networks, particularly noting the
reliability aspects. Therefore, the design and operation of the network is a
key success factor in the business development process.
From an equipment standpoint, the Company conducted an exhaustive research
effort to identify the best hardware for the high-volume users that Focal
intends to serve. The result of such research led Focal to select Nortel, DMS-
500 SuperNode central office switches which the Company has engineered to be
virtually non-blocking. As such, customers are unlikely to find themselves
unable to complete or receive calls due to limitations inherent in Focal's
switches. In addition to engineering its switches to avoid blocking, Focal
also designs its leased fiber facilities to avoid blocking. The Company
typically connects to every local tandem switch in operation by the ILEC and
directly connects to numerous high-use end offices. By increasing the number
of connections to the ILEC's network, the Company can improve call completion
even if blockage occurs in portions of the ILEC trunking network. In order to
optimize the entire configuration, Focal implements overflow routing among the
various trunk connections between itself and the ILEC. Focal specifically
engineered its entire network to accommodate a volume per customer far in
excess of that which the ILECs or other CLECs would anticipate given the much
broader range of user volumes they serve. The Company believes its design is
unique
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among ILECs and CLECs and is attractive to its telecommunications-intensive
customer base. Moreover, reliability is further enhanced by the Company's
transport-neutral design which allows it to deliver service from its switch to
customers over the multiple fiber transport systems maintained by each of its
several fiber optic transport facility providers.
In every aspect of network design, Focal has implemented safeguards to
maximize reliability. Because of its distributed architecture, the DMS-500
switch allows the Company to automatically migrate customer traffic across
multiple bays of equipment, protecting against a line card failure. In
addition, the switch was engineered by Nortel with fully redundant processors
and memory in the event of a temporary failure. Focal's disaster prevention
strategy includes service from multiple power grids, on-site battery backup,
and diesel generator power at each switching facility to protect against
failures in its electrical service.
Sophistication. The Company recognizes that its target customers are
knowledgeable, sophisticated buyers that demand a high level of
professionalism throughout a vendor's organization. Focal believes that the
technical sophistication of its management and operations team is a critical
factor for its initial success and will continue to be a key element of
differentiation for the Company among its target customers. Focal requires a
well-experienced team of sales professionals to execute its strategy of
penetrating the telecommunications-intensive accounts. Therefore, attracting
and retaining experienced sales professionals is important to the Company's
overall success. The compensation of the Company's sales professionals is
structured to retain these valuable employees (through stock ownership) and
provides cash compensation incentives which bind the success of the sales team
members to the Company's revenue and operating cash flow objectives.
The Company has divided its direct sales force into three groups: (i) the
Corporate Services Group ("CSG"), responsible for selling to large, corporate
users; (ii) the Internet Services Group ("ISG"), responsible for selling to
Internet service providers; and (iii) the Telecom Services Group ("TSG"),
responsible for selling services on a wholesale basis to VARs and other
carriers. This segmentation permits each sales group to develop the particular
knowledge base and product focus necessary to gain credibility in each market
niche.
Focal's sales strategy for a corporate account sold through the CSG is to
complement the customer's existing service from the ILEC. Unlike other CLECs,
the Company does not offer a comprehensive bundle of telecommunications
services to corporate customers. Rather, the Company believes that there is a
specific demand for high quality, cost effective local switched service as a
stand-alone product. Focal's initial sale to a corporate account typically
involves installing incremental lines for specialized inbound applications or
supplanting only a limited number of outbound lines. After building the
service relationship, Focal anticipates increasing its overall penetration of
local service from the customer such that over a period of time, the Company
expects to dominate a corporate customer's local switched traffic. The Company
emphasizes its diversity, reliability and sophistication of service in order
to earn its selection as the local provider of choice for its customers.
Focal's ISG is able to offer several value-added services to ISPs, such as
environmentally conditioned colocation space, virtually non-blocking switching
and transport facilities, guaranteed rapid installation times and modified
foreign exchange service, which allows certain calls that would otherwise be
toll calls to be made as local calls. In addition, Focal's ISG can highlight
to the ISPs that the Company does not offer its own Internet access service
and is, therefore, an attractive, non-threatening service provider. Serving
the ISP segment also maximizes Focal's network utilization by bringing traffic
onto the network during periods, such as during evenings or on weekends, in
which the network would be otherwise underutilized.
Focal's TSG direct markets to other carriers and VARs by positioning the
Company as a highly reliable, responsive, and cost-effective source of
wholesale local switched telecommunications services. The Company believes a
wide array of telecommunications service providers, including long distance
companies and wireless licenseholders, will seek to provide bundled
telecommunications services in Tier I markets. Focal is well positioned to be
the provider of choice for re-bundled local service. The Company does not
intend to offer bundled telecommunications services or directly distribute its
services to residential or small to medium sized
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business customers--the segment which is most attractive to the "bundled"
service providers. Consequently, the Company believes that entities which
might wish to "purchase" the local service portion of their bundled offering
on a wholesale basis are more likely to purchase that service from Focal than
its ILEC or CLEC competitors.
Superior customer service is critical to achieving Focal's goal of capturing
market share. The Company is continually enhancing its service approach which
utilizes a trained team of customer sales and service representatives to
coordinate customer installation, billing and service. A comprehensive support
system is also a critical component of the Company's service delivery. The
Company has installed an integrated system which is designed to provide
comprehensive features addressing all aspects of its business, including
service order, provisioning, end user and carrier billing, and trouble
reporting. The efficiency of Focal's operating processes contributes to the
Company's ability to rapidly initiate service to new accounts. The
installation desk follows the customer's order, ensuring the installation date
is met. Additionally, customer sales representatives respond to all other
customer service inquiries, including billing questions or repair calls. The
Company believes automation of internal processes contributes greatly to the
overall success of a service provider and billing is a critical element of any
telephone company's operation. The Company expects to be able to deliver
billing information in a number of media besides paper including electronic
files, Internet inquiry or on-line inquiry. The Company believes this system
is readily adaptable to changing circumstances and is scaleable to support the
Company's operations throughout its expected growth.
COMPETITION
The primary competitor to the Company in each of its target markets is the
ILEC, most often an RBOC and/or GTE Corporation. The ILECs are generally
required to file their prices in tariffs with the public utilities commission
in each state. Any price changes must be reflected in the tariffs. Generally,
the ILECs have been given the flexibility to respond with lower pricing in
competitive situations. In most cases, these proposals must also be filed as
individual case basis tariffs and the pricing must be made available to other
similarly situated customers. Thus, while the ILECs in many states have some
pricing flexibility for local services, they must usually file any special
pricing plans offered and make such plans available to other customers. Focal
believes this provides a disincentive for the ILEC to significantly vary or
discount prices even in competitive situations.
The ILECs have substantially more resources than the Company and offer a
wider array of services and in a broader geographic area than the Company. As
a result, the ILECs may have an incentive to subsidize the pricing for
services in which Focal competes with the profits from other services in which
the ILEC remains the monopoly provider. Focal believes competition from
various providers has limited the number of ILEC monopoly services and state
regulators have exercised their enforcement powers such that it is unlikely
the ILEC would be able to successfully pursue such a protective strategy for
an extended period.
A number of IXCs have introduced local telecommunications services in
competition with the ILEC and Focal. These services include toll calling and
other local calling services; often packaged with the company's long distance
service. While Focal does not believe the packaging aspect of the service is
particularly attractive to the telecommunications-intensive users which the
Company targets, large IXCs enjoy certain competitive advantages over the
Company due to their vast financial resources. In addition, the Company
believes there is a risk that IXCs may subsidize the pricing of their local
services with profits from long distance services. Focal anticipates the entry
of the RBOCs into the long distance market will reduce the risk of such cross-
subsidization by reducing the profitability of the IXCs' long distance
minutes. Further, to the extent an IXC purchases Focal's service on a
wholesale basis and rebundles it at a subsidized rate, Focal may benefit as
the subsidized, wholesale service could result in a higher penetration than
would otherwise have occurred. In addition, Focal has successfully displaced
IXCs in customer accounts where the customer was dissatisfied with the quality
of the IXCs' local service. Focal expects its reputation for exceptional
service quality and customer care will continue to result in it displacing
IXCs as the primary alternative to the ILEC in competitive situations.
In addition to competition with the ILEC and IXCs, there are several CLECs
with switching facilities in each city in which Focal intends to operate. In
most cases, the stated target customer base for other CLECs is
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the small and medium size business customer. This differs from Focal's target
customer base of telecommunications-intensive users. Despite the current
difference in customer focus, the Company, at times, has competed against
other CLECs for customer business in the telecommunications-intensive customer
segment. The ongoing consolidation in the CLEC industry could change the
nature of the Company's competitive environment. Although there can be no
assurance, the Company does not expect that such consolidation will be
detrimental to its business.
REGULATION
The following summary of regulatory developments and legislation does not
purport to describe all present and proposed federal, state, and local
regulation and legislation affecting the telecommunications industry. Existing
federal and state regulations are currently the subject of judicial
proceedings, legislative hearings and administrative proposals which could
change, in varying degrees, the manner in which this industry operates.
Neither the outcome of these proceedings, nor their impact upon the
telecommunications industry or the Company, can be predicted at this time.
Overview. The Company's services are subject to varying degrees of federal,
state and local regulation. The FCC exercises jurisdiction over all facilities
of, and services offered by, telecommunications common carriers such as the
Company, to the extent those facilities are used to provide, originate or
terminate interstate or international communications. State regulatory
commissions retain jurisdiction over most of the same facilities and services
to the extent they are used to originate or terminate intrastate
communications. In addition, many of the regulations issued by these
regulatory bodies may be subject to judicial review, the result of which
review the Company is unable to predict.
Federal Regulation. The Company must comply with the requirements of common
carriage under the Communications Act of 1934, as amended (the "Communications
Act"). Comprehensive amendments to the Communications Act were made by the
Telecom Act, which was signed into law on February 8, 1996. The Telecom Act
effected plenary changes in regulation at both the federal and state levels
that affect virtually every segment of the telecommunications industry. The
stated purpose of the Telecom Act is to promote competition in all areas of
telecommunications and to reduce unnecessary regulation to the greatest extent
possible. While management believes it will take years for the industry to
feel the full impact of the Telecom Act, it is already clear the legislation
provides the Company with both opportunities and challenges.
The Telecom Act gives the FCC the authority to forebear from regulating
companies if it finds such regulation does not serve the public interest, and
directs the FCC to review its regulations for continued relevance on a regular
basis. As a result of this directive, a number of the regulations that apply
to CLECs have been and may continue to be eliminated in the future. While it
is therefore expected that a number of regulations that were developed prior
to the Telecom Act will be eliminated in time, those which apply to the
Company at present are discussed below.
The Telecom Act greatly expands the FCC's interconnection requirements on
the ILECs. The Telecom Act requires the ILECs to: (i) provide physical
colocation, which allows companies such as Focal and other interconnectors to
install and maintain their own network termination equipment in ILEC central
offices, and virtual colocation only if required or if physical colocation is
impractical due to space limitations or due to technical infeasibility; (ii)
unbundle and provide access to components of their local service networks to
other providers of local service; and (iii) establish "wholesale" rates for
the services they offer at retail to subscribers who are not telecommuications
carriers to promote resale by CLECs and other competitors; and requires ILECs
and CLECs, such as the Company, to: (i) establish number portability, which
will allow a customer to retain its existing phone number if it switches
service providers; (ii) establish dialing parity, which is intended to ensure
customers will not detect a quality difference in dialing telephone numbers or
accessing operators or emergency services; and (iii) provide nondiscriminatory
access to telephone poles, ducts, conduits and rights-of-way. In addition, the
Telecom Act requires ILECs and CLECs to compensate each other for traffic
originated by one and terminated on the network of the other.
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ILECs are required to negotiate in good faith with carriers requesting any
or all of the above arrangements. If a requesting carrier cannot reach an
agreement within the prescribed time, either carrier may request binding
arbitration by the state commission. Where an agreement cannot be reached,
carriers remain subject to the interconnection obligations established by the
FCC and state telecommunications regulatory commission.
The Company has successfully negotiated interconnection agreements with
Ameritech in Illinois and Indiana and with Bell Atlantic Corporation ("Bell
Atlantic") in New York, New Jersey, Pennsylvania and Delaware and Pacific Bell
Corporation ("Pacific Bell") and GTE in California. The Company also has been
granted global authority by the FCC to provide facilities-based and resold
international telecommunications services.
The FCC is charged with establishing national guidelines to implement the
Telecom Act. The FCC issued its Interconnection Orders on August 8, 1996,
which established detailed rules regarding rates, terms and conditions for
interconnection between CLECs and ILECs and for the implementation of dialing
parity. The Interconnection Orders were appealed to the U.S. Court of Appeals
for the Eighth Circuit. On July 18, 1997, the Court issued a final decision
vacating the interconnection pricing rules and "most favored nation" rules as
well as certain other interconnection rules. On October 14, 1997, the U.S.
Court of Appeals for the Eighth Circuit ruled that ILECs are under no
obligation to provide competing carriers, which would include the Company,
with a rebundled package of individual network elements. The Eighth Circuit
decision creates uncertainty about the rules governing pricing, terms and
conditions of interconnection agreements, and could make negotiation and
enforcement of such agreements more difficult and protracted, and may require
renegotiation of existing agreements. Several parties have appealed the Eighth
Circuit decisions to the United States Supreme Court. The Supreme Court
granted certiorari in several of those appeals. It is not possible at this
time to determine how or when the Supreme Court will respond to these appeals.
Since the Telecom Act's interconnection requirements also apply to IXCs and
all other providers of telecommunications services, including the Company, it
may provide the Company with the ability to reduce its own access costs by
interconnecting directly with non-ILECs, but may also cause the Company to
incur additional administrative and regulatory expenses in responding to
interconnection requests. At the same time, the Telecom Act also makes
competitive entry into other services or geographic markets more attractive to
RBOCs, other ILECs and IXCs and other companies, and likely will increase the
level of competition the Company faces.
While the Telecom Act reduces regulation to which non-dominant local
exchange carriers are subject, it also reduces the level of regulation that
applies to the ILECs, and increases their ability to respond quickly to
competition from the Company and others. For example, in accordance with the
Telecom Act, the FCC has applied "streamlined" tariff regulation to the ILECs,
which greatly accelerates the time prior to which changes to tariffed service
rates may take effect, and eliminates the requirement that ILECs obtain FCC
authorization before constructing new domestic facilities. These actions will
allow ILECs to change service rates more quickly in response to competition.
Similarly, the FCC has proposed affording significant new pricing flexibility
to ILECs subject to price cap regulation. To the extent such increased pricing
flexibility is provided, the Company's ability to compete with ILECs for
certain service may be adversely affected. In addition, a U.S. District Court
in Texas recently invalidated certain provisions of the Telecom Act which
prohibited RBOC engagement in certain manufacturing and marketing activities
and conditioned RBOC provision of in-region long distance service upon a
demonstration that the local market had been opened to competition. The
decision only directly applies to the RBOC parties to the proceeding. The
decision has been stayed pending appeal. The outcome of any such appeals
cannot be predicted at this time. There can be no assurances that the District
Court's decision will be reversed and, if not reversed, that the decision will
not have an adverse effect on the Company. While BellSouth Corp. ("BellSouth")
is not a party to that proceeding, BellSouth has appealed the FCC's previous
order denying BellSouth's request to provide in-region long distance service
in South Carolina. BellSouth has challenged the order on the same grounds as
Southwestern Bell Telephone Company challenged Sections 271 through 275 of the
Telecom Act.
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The Company expects to receive a significant portion of its initial revenue
in a given market from the ILEC in the form of reciprocal compensation
payments. This is a result of the Company's ISP and corporate customers
receiving more calls than they make due to the initial mix of applications
typically sold. Certain ILECs have refused to pay that portion of reciprocal
compensation that they estimate is the result of inbound ISP traffic since
they believe such traffic to be interstate in nature and not covered under the
interconnection agreements. While ILECs in all 19 states in which this issue
has been decided, including states in which the Company operates or proposes
to operate, have been ordered to pay reciprocal compensation for such calls,
there can be no assurance that the payment of reciprocal compensation for ISP
traffic will be maintained. The FCC is also considering this matter in
response to a request for a declaratory ruling. A final determination that
such traffic is not eligible for reciprocal compensation would have a material
adverse effect on the Company. See "--Legal and Administrative Proceedings."
On May 8, 1997, in compliance with the requirements of the Telecom Act, the
FCC released an order establishing a new federal universal service support
fund, which provides subsidies to carriers that provide service to under-
served individuals and customers in high-cost or low-income areas, and to
companies that provide telecommunications services and wiring for schools and
libraries and to rural health care providers. The Company is required to
contribute into the universal service fund and also is required to contribute
to state universal service funds. The Company may also obtain subsidies from
the universal service fund for certain services it provides. The new universal
service rules will be administered jointly by the FCC, the fund administrator,
and state regulatory authorities, many of which are still in the process of
establishing their administrative rules. The net revenue effect of these
regulations on the Company cannot be determined at this time.
Non-dominant carriers, including the Company, must file tariffs with the FCC
listing the rates, terms and conditions of interstate and international
services provided by the carrier. On October 29, 1996, the FCC adopted an
order in which it eliminated the requirement that non-dominant interstate
carriers maintain tariffs on file with the FCC for domestic interstate
services. The FCC's order was issued pursuant to authority granted in the
Telecom Act to "forbear" from regulating any telecommunications services
provider if certain statutory analyses are satisfied. The FCC's order,
however, has been stayed by a federal court and thus, non-dominant interstate
carriers currently must continue to file interstate tariffs with the FCC.
In addition, periodic reports concerning carriers' interstate circuits and
deployment of network facilities also are required to be filed. The FCC
generally does not exercise direct oversight over cost justification and the
level of charges for services of non--dominant carriers, although it has the
power to do so. The FCC also imposes prior approval requirements on transfers
of control and assignments of operating authorizations. Fines or other
penalties also may be imposed for violations of FCC rules or regulations.
State Regulation. Most states regulate entry into the local exchange and
other intrastate services, and states' regulation of CLECs vary in their
regulatory intensity. The majority of states mandate that companies seeking to
provide local exchange and other intrastate services apply for and obtain the
requisite authorization from a state regulatory body, such as a state public
utility commission or a state public service commission. This authorization
process generally requires the carrier to demonstrate that it has sufficient
financial, technical, and managerial capabilities and that granting the
authorization will serve the public interest. As of July 1, 1998, the Company
had obtained local certification or was otherwise authorized to provide local
service in California, Delaware, Florida, Illinois, Indiana, Maryland,
Massachusetts, New Jersey, New York, Pennsylvania, and Virginia and had
applications pending for local certification or other authorization in the
District of Columbia, Michigan, and Washington. The Company also has authority
to provide intrastate long distance (i.e. interexchange services) in
California, Delaware, Illinois, Indiana, Maryland, Massachusetts, New Jersey,
New York, Pennsylvania and Virginia. In addition, the Company has successfully
negotiated interconnection agreements with Ameritech in Illinois and Indiana
and with Bell Atlantic in New York, New Jersey, Pennsylvania and Delaware and
Pacific Bell and GTE in California.
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As a CLEC, the Company is (and will be) subject to the regulatory directives
of each state in which the Company is (and will be) certified. Most states
require that CLECs charge just and reasonable rates and not discriminate among
similarly situated customers. Some states also require the filing of periodic
reports, the payment of various regulatory fees and surcharges, and compliance
with service standards and consumer protection rules. States also often
require prior approvals or notifications for certain transfers of assets,
customers, or ownership of a CLEC. States generally retain the right to
sanction a carrier or to revoke certifications if a carrier violates relevant-
laws and/or regulations.
In most states, certificated carriers such as the Company are required to
file tariffs setting forth the terms, conditions, and prices for services
which are classified as intrastate. In some states, the required tariff may
list a range of prices for particular services, and in others, such prices can
be set on an individual customer basis. The Company, however, may be required
to file tariff addenda of the contract terms.
Under the Telecom Act, implementation of the Company's plans to compete in
local markets is and will continue to be, to a certain extent, controlled by
the individual states. The states in which the Company operates or intends to
operate have taken regulatory and legislative action to open local
communications markets to various degrees of local exchange competition.
Local Regulation. The Company is also subject to numerous local regulations,
such as building code requirements. These regulations may vary greatly from
state to state and from city to city.
EMPLOYEES
As of May 28, 1998, the Company employed a total of 105 full-time employees,
none of whom were unionized. The Company believes that its future success will
depend on its continued ability to attract and retain the most highly skilled
and qualified employees in the industry. The Company believes that its
relations with its employees are good.
PROPERTY
The Company leases office space in a number of locations, primarily for
network equipment installations and sales and administrative space. The
Company's headquarters is housed in approximately 22,300 square feet of
rentable space in downtown Chicago, Illinois, under a lease expiring in May
2003. The Company's Chicago switching and network operations center is located
in the same building as its headquarters and occupies approximately 10,500
square feet of rentable space. It is utilized under a ten-year lease that
expires in 2007 and includes two five-year options for renewal. The Company's
New York switching and network operations center occupies approximately 15,200
square feet of rentable space and is located in a commercial office building
in the downtown business district. It is utilized under a fifteen-year lease
that expires in 2012 and includes a five-year option for renewal. On January
26, 1998 the Company entered into a ten-year lease for an approximately 17,500
square foot space in a San Francisco, California office building. The space
will be used to house the Company's San Francisco switching and network
operations center. On March 10, 1998 the Company entered into a ten-year lease
and includes two five-year options for renewal for an approximately 17,600
square foot rentable space in a Philadelphia, Pennsylvania office building.
The space will be used to house the Company's Philadelphia switching and
network operations center. On May 4, 1998, the Company entered into a fifteen-
year lease for an approximately 19,500 square foot space in a Washington, D.C.
office building. The space will be used to house the Company's Washington,
D.C. switching and network operations center. On May 19, 1998, the Company
entered into a nine and one-half year lease for an approximately 19,200 square
foot space in a Los Angeles, California office building. The space will be
used to house the Company's Los Angeles switching and network operations
center.
LEGAL AND ADMINISTRATIVE PROCEEDINGS
With the exception of the matters discussed below, the Company is not aware
of any litigation against the Company. The Company is involved in a number of
regulatory proceedings before various public utilities commissions and the
FCC.
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On September 16, 1997, Focal Communications Corporation of Illinois filed a
complaint and request for temporary injunction against Illinois Bell Telephone
Company d/b/a Ameritech Illinois with the ICC. The complaint was for breach of
the terms of the interconnection agreement between the parties as Ameritech
refused to pay compensation for the transport and termination of calls to
Focal end users that it believed to be ISPs. The Company has recorded revenues
and related accounts receivable totaling $3.2 million from inception to March
31, 1998 in relation to the disputed compensation. In the interests of a more
timely judgment, Focal withdrew its complaint without prejudice on October 17,
1997, and filed to intervene in a consolidated docket which included similar
complaints from several other CLECs. On March 11, 1998, the ICC issued an
order stating that Ameritech is required to pay reciprocal compensation with
respect to calls made to ISPs. On March 15, 1998, Ameritech filed a motion
with the ICC to stay the order pending an appeal, which was denied by the ICC
on March 23, 1998. On March 27, 1998, Ameritech filed suit in the United
States District Court for the Northern District of Illinois seeking reversal
of the ICC Order. Oral arguments in this matter were held on June 25, 1998.
The District Court issued its ruling on July 21, 1998, affirming the ICC's
order requiring Ameritech to pay reciprocal compensation with respect to calls
made to ISPs. The District Court also continued the ICC's stay order for an
additional 35 days. The Company anticipates that the District Court's decision
will be appealed. The Company believes that Ameritech will ultimately be
required to pay such charges after exhausting the appeal process. However,
there can be no assurance of this. Approximately nineteen other states which
have previously considered this issue have ruled in favor of the Company's
position. While the Company does not believe the long-term effects of an
adverse decision would be material, an adverse decision would have a material
adverse effect on the Company's near-term earnings. See "Risk Factors--
Reciprocal Compensation for Internet Access" and "--Regulation." The Company's
interconnection agreement with Ameritech has not been, and is not expected to
be, amended as a result of this dispute.
On July 13, 1998, Ameritech filed a complaint with the ICC, alleging that
Focal's Virtual Office service was in violation of the interconnection
agreement and state statute. Ameritech also alleged that due to Focal's
Virtual Office service, Focal was contributing to the exhaustion of numbers in
the 847 area code. Ameritech complained that calls on Focal's Virtual Office
network were circumventing local toll charges, and should not be subject to
reciprocal compensation. Ameritech also claims that the Company is offering
service in violation of the state's pay-per-call rules. The case is set for
hearing before the ICC on September 18, 1998. The Company believes that the
claims lack merit.
The Company was named as a defendant, along with other parties, in a case
involving the wrongful death of an electrician who was killed while working on
the building premises in New York (Paula Falkowski v. Signature Construction,
Inc., Focal Communications Corporation of New York, and Hugh O'Kane Electric
Company, Inc.; Index No. 122037/97, Supreme Court of the State of New York,
County of New York, amended complaint filed 4/3/98). The decedent was not
under contract with Focal, nor was he working at the request of Focal. The
Company has tendered the defense of this claim, and it has been accepted by
the insurance carrier. The Company believes that it was not the cause of the
injuries and subsequent death which gave rise to this lawsuit, and that any
liability it may have in this case would be covered by insurance and not be
material.
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MANAGEMENT
The following table sets forth certain information with respect to certain
officers, key employees and directors of the Company as of March 31, 1998.
<TABLE>
<CAPTION>
NAME AGE POSITION SERVED SINCE
- ---- --- -------- ------------
<S> <C> <C> <C>
EXECUTIVE OFFICERS:
Robert C. Taylor, Jr.... 38 Director, President, and Chief Executive 8/96
Officer
John R. Barnicle........ 33 Director, Executive Vice President, Chief 6/96
Operating Officer, and Assistant Secretary
Joseph A. Beatty........ 34 Executive Vice President, Chief Financial 11/96
Officer, Treasurer, and Assistant Secretary
Brian F. Addy........... 33 Executive Vice President--Market Development 5/96
Renee M. Martin......... 43 Senior Vice President, General Counsel, and 3/98
Secretary
Robert M. Junkroski..... 34 Controller 1/97
KEY EMPLOYEES:
Anthony J. Leggio....... 41 Vice President and General Manager, Focal 10/97
Communications Corporation of New York
Tony T. Lou............. 52 Vice President and General Manager, Focal 2/98
Communications Corporation of Illinois
Andrew K. Robitshek..... 30 Vice President and General Manager, Focal 1/97
Communications Corporation of California
M. Jay Sinder........... 31 Vice President, Corporate Development 6/98
Richard F. Knight....... 36 Director of Sales--Telecom Services Group 11/97
Patrick K. Kuchevar..... 34 Director of Data Product Development 1/97
Daniel Montgomery, Jr... 42 Director of Network Operations 3/97
Gary D. Sloan........... 37 Director of Information Services 2/97
Jeffrey C. Wells........ 40 Director of Network Planning 2/97
David M. Cushing........ 31 Director of Product Development and 6/97
Business Analysis
DIRECTORS:
James E. Crawford, III.. 52 Director 11/96
Paul T. Finnegan........ 45 Director 11/96
Richard D. Frisbie...... 48 Director 11/96
James N. Perry, Jr...... 38 Director 11/96
Paul G. Yovovich........ 44 Director 3/97
</TABLE>
Robert C. Taylor, Jr. Mr. Taylor has been President, Chief Executive
Officer, and Director since August 1996. Mr. Taylor is a co-founder of the
Company. From 1994 to 1996, Mr. Taylor was the Vice President of Global
Accounts for MFS Communications Company, where he was responsible for the
operations and management of the Global Services Group, which included MFS'
fifty largest customers, and where he focused on developing all activities in
Mexico and Canada. From 1993 to 1994, Mr. Taylor was one of the original
senior executives at McLeod Telecommunications Group, a Cedar Rapids, Iowa
based CLEC. Mr. Taylor has also held management positions with MCI (1990-
1993), and Ameritech (1985-1990). Mr. Taylor also serves on the Executive
Board of the Association for Local Telecommunications Services. Mr. Taylor
received his M.B.A. from the University of Chicago Graduate School of Business
and holds a Bachelor of Science degree in Mechanical Engineering.
John R. Barnicle. Mr. Barnicle has been Executive Vice President, Chief
Operating Officer, Assistant Secretary and Director since June 1996. Mr.
Barnicle is a co-founder of the Company and is responsible for day-to-day
operations, engineering, marketing and long term planning. In 1996, Mr.
Barnicle was Vice President of Marketing for MFS Telecom Companies. From 1994
to 1996, Mr. Barnicle was a Vice President of Duff &
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Phelps Credit Rating Company and prior thereto held various marketing,
operations and engineering positions with MFS Telecom (1992-1994) and Centel
Corporation (1986-1992). Mr. Barnicle received his M.B.A. with Distinction
from DePaul University and holds a Bachelor of Science degree in Electrical
Engineering.
Joseph A. Beatty. Mr. Beatty has been Executive Vice President, Chief
Financial Officer, Treasurer, and Assistant Secretary since November 1996. Mr.
Beatty is a co-founder of the Company and is responsible for all financial
operations and information systems. From 1994 to 1996, Mr. Beatty was a Vice
President with NationsBanc Capital Markets where he was responsible for
investment research coverage of the telecommunications industry. From 1992 to
1994, Mr. Beatty was a Vice President of Duff & Phelps Credit Rating Company
with responsibility for credit ratings in the telecommunications and electric
utility sectors. From 1985 to 1992, Mr. Beatty held various technical
management positions with Centel Corporation's local exchange carrier
division. Mr. Beatty received his M.B.A. with a concentration in Finance from
the University of Chicago Graduate School of Business and is a Chartered
Financial Analyst (CFA). In addition, Mr. Beatty holds a Bachelor of Science
degree in Electrical Engineering.
Brian F. Addy. Mr. Addy has been Executive Vice President of Market
Development since May 1996. Mr. Addy is a co-founder of the Company and is
responsible for national accounts sales and market development activities.
From 1993 to 1996, Mr. Addy was a Vice President and Officer of Security
Capital Industrial Trust, where he was responsible for acquisitions,
development and national marketing. From 1986 to 1993, Mr. Addy held various
management positions with Centel Corporation's cellular, paging, telephone and
telephone systems operating units. Mr. Addy holds a Bachelor of Science degree
in Electrical Engineering.
Renee M. Martin. Ms. Martin has been Senior Vice President, General Counsel
and Secretary since March 1998. Ms. Martin is responsible for legal,
regulatory, and human resources functions within the Company. From 1984 to
1998, Ms. Martin held various executive positions at Ameritech, most recently
as Vice President and General Counsel Small Business Services where she
directed corporate legal resources to address contract negotiations,
employment issues, regulatory affairs and litigation, as well as managing
outside legal counsel. From 1982 to 1984, Ms. Martin was an attorney at Cook
and Franke, S.C. where she concentrated on general business and corporate law.
Ms. Martin received her J.D. from the University of Wisconsin and holds a
Bachelor of Arts degree in Journalism.
Robert M. Junkroski. Mr. Junkroski has been Controller since January 1997.
Mr. Junkroski is responsible for all internal accounting operations. From 1995
to 1997, Mr. Junkroski was Controller for Brambles Equipment Services, Inc.,
where he was responsible for establishing and maintaining the divisional
accounting, financial reporting, and budgeting function. From 1987 to 1994,
Mr. Junkroski was Controller for Focus Group, Ltd., where he was responsible
for the development and implementation of the accounting and financial
reporting functions of several emerging companies. Mr. Junkroski is a
Certified Public Accountant, received his M.B.A. with honors from Roosevelt
University concentrating in Finance and Accounting and holds a Bachelor of
Business Administration degree.
Anthony J. Leggio. Mr. Leggio has been Vice President and General Manager,
Focal Communications Corporation of New York since October 1997. Mr. Leggio is
responsible for sales and customer service activities in the Company's New
York operation. From 1996 to 1997, Mr. Leggio was Vice President Sales,
Eastern Region for Sprint PCS where he was responsible for planning,
development, organization and implementation of the Fortune 1000 sales and
support organization. From 1988 to 1996, Mr. Leggio held various management
positions with Sprint Corporation; most recently as Regional Director of
national accounts for Sprint's long distance division in the New York area.
Mr. Leggio received his M.B.A. from St. Joseph's University and holds a
Bachelor of Science degree in Marketing.
Tony T. Lou. Mr. Lou has been Vice President and General Manager, Focal
Communications Corporation of Illinois since February, 1998. Mr. Lou is
responsible for sales and customer service activities in the Company's Chicago
operation. From 1996 to 1997, Mr. Lou was Vice President, Corporate Accounts
for Safety-Kleen Corporation where he was responsible for developing a
national accounts strategy, quotas, account plans
49
<PAGE>
and increasing sales throughout all product lines. From 1990 to 1996, Mr. Lou
held various management positions with Sprint Corporation, most recently as
Regional Director of national accounts for Sprint's long distance division in
the Chicago area. Mr. Lou received his Masters in Management from the Kellogg
Graduate School of Business at Northwestern University and holds a Bachelor of
Commerce degree.
Andrew K. Robitshek. Mr. Robitshek has been with the Company since January
1997 and has been Vice President and General Manager, Focal Communications
Corporation of California since April 1998. Mr. Robitshek is responsible for
sales and customer service activities in the Company's San Francisco
operation. From 1994 to 1996, Mr. Robitshek was Director of Business Analysis
for MFS Communications Company where he was responsible for determining the
economics of local telephone service. From 1991 to 1993, Mr. Robitshek was
with MCI where he was responsible for business analysis and VNET Marketing.
Mr. Robitshek received his Masters in Management from the Kellogg Graduate
School of Business at Northwestern University, a Masters of Science in
Telecommunications from George Washington University and holds a Bachelor of
Science degree in Industrial Management.
M. Jay Sinder. Mr. Sinder has been Vice President, Corporate Development
since June 1998. Mr. Sinder is responsible for all aspects of corporate
development within the Company. From 1995 to 1998, Mr. Sinder held various
management positions at Ameritech Corporation, most recently as Director of
Business Development. Mr. Sinder has also held management positions at IBM
from 1994 to 1995, MCI Communications Corporation from 1993 to 1994, and
Telephone and Data Systems, Inc. from 1992 to 1993. Mr. Sinder received his
M.B.A. from the University of Chicago and holds a Bachelor of Science degree
in Mathematics and Statistics.
Richard F. Knight. Mr. Knight has been Director of Sales-Telecom Services
Group since November 1997. Mr. Knight is responsible for managing sales and
service activities to other carriers on a nationwide basis. From 1988 to 1997,
Mr. Knight held various management positions at MCI Telecommunications, most
recently as Senior Manager-Carrier Product Marketing and Development. Mr.
Knight received his M.B.A. from DePaul University and holds a Bachelor of
Business Administration degree.
Patrick K. Kuchevar. Mr. Kuchevar has been with the Company since January
1997, and has served as Director of Data Product Development since March 1998.
Mr. Kuchevar is responsible for managing sales and service activities to large
Internet service providers on a nationwide basis and for data product
development across all customer groups. From 1992 to 1997, Mr. Kuchevar held
various management positions at Sprint, most recently as Global Account
Manager in the long-distance division. From 1988 to 1992, Mr. Kuchevar was
responsible for the marketing of X.25-based data switching services for
Sprint's local telecom division in Illinois. Mr. Kuchevar holds a Bachelor of
Business Administration degree.
Daniel Montgomery, Jr. Mr. Montgomery has been Director of Network
Operations since March 1997. Mr. Montgomery is responsible for coordinating
the implementation of Focal's transmission network. From 1988 to 1997, Mr.
Montgomery held several management positions with MFS Communications Company
including Director--Client Network Engineering and Senior Manager--Network
Services. From 1987 to 1988, Mr. Montgomery was Senior Communications Analyst
for Sears Communications Network, Inc. Mr. Montgomery received his Masters of
Science in Computer Science with Distinction from DePaul University and holds
a Bachelor of Arts degree in Economics.
Gary D. Sloan. Mr. Sloan has been Director of Information Services since
February 1997. Mr. Sloan is responsible for managing all aspects of the
Company's information systems. From 1995 to 1997, Mr. Sloan was Director of
Software Development, Billing Division, MIS for MFS Communications Company
where he was responsible for implementing a new corporate billing platform.
From 1988 to 1995, Mr. Sloan was Director of System Development, MIS for MFS
Telecom where he was responsible for the implementation and operation of
management information systems. From 1984 to 1988, Mr. Sloan was a consultant
for Andersen Consulting. Mr. Sloan holds a Bachelor of Science degree in
Computer Science.
50
<PAGE>
Jeffrey C. Wells. Mr. Wells has been Director of Network Planning since
February 1997. Mr. Wells is responsible for implementing Focal's network
interconnection with the ILECs and engineering the Company's switches for
local network facilities. From 1995 to 1997, Mr. Wells was Senior Manager--
Local Network Planning/Implementation for MFS Communications Company where he
was responsible for designing and implementing all phases of the local
networks as well as overseeing interconnections with the ILECs. From 1985 to
1995, Mr. Wells held various technical management positions with
Sprint/Centel, including Manager of Central Offices for Sprint's local
telephone operations in Chicago. Mr. Wells holds an Associate in Electronic
Technology degree.
David M. Cushing. Mr. Cushing has been Director of Product Development and
Business Analysis since June 1997. Mr. Cushing is responsible for all aspects
of developing and implementing new products as well as the pricing and
financial analysis of new services. From 1995 to 1997, Mr. Cushing held
various management positions at WorldCom (MFS Communications Company) most
recently as Senior Manager, Business Analysis. From 1988 to 1995, Mr. Cushing
held several positions at GTE/Contel most recently as Budget and Performance
Analyst where he initiated performance analyses and designed reports to
monitor customer service performance. Mr. Cushing received his M.B.A. from the
University of Chicago and holds a Bachelor of Science degree in General
Engineering.
James E. Crawford, III. Mr. Crawford is a Director. Mr. Crawford has served
as a Director of the Company since November, 1996. He is a general partner of
Frontenac Company, a venture capital firm that he joined in August, 1992. From
February, 1984 to August, 1992, Mr. Crawford was a general partner of William
Blair Venture Management Co., the general partner of William Blair Venture
Partners III, a venture capital fund. He was also a general partner of William
Blair & Company, an investment bank and brokerage affiliated with William
Blair Venture Management Co., from January, 1987 to August, 1992. Mr. Crawford
serves as a director of Optika Imaging Systems, Inc., Cornerstone Imaging,
Inc., Allegiance Telecom, Inc. and several other private companies.
Paul J. Finnegan. Mr. Finnegan is a Director. Mr. Finnegan has served as a
Director of the Company since November, 1996. Since January, 1993, Mr.
Finnegan has been Vice President of Madison Dearborn Partners, Inc., the
general partner of Madison Dearborn Capital Partners, L.P. Previously, he
served in various positions at First Capital Corporation of Chicago and its
affiliates. Mr. Finnegan currently serves on the Board of Trustees of The
Skyline Fund, the Board of Advisors of Falcon Cable Holding Group, L.P., the
Board of Directors of Omnipoint Corporation, and the Board of Directors of
Allegiance Telecom Inc.
Richard D. Frisbie. Mr. Frisbie is a Director. Mr. Frisbie has served as a
Director of the Company since November, 1996. Mr. Frisbie is a founder and
Managing Partner of Battery Ventures. He is responsible for management of the
Battery Funds and focuses principally on communications and software
opportunities. From 1976 to 1983, Mr. Frisbie was a principal at UNC Ventures
("UNC"), where he was instrumental in developing and implementing its high
technology investment strategy. Prior to joining UNC, Mr. Frisbie was employed
at Hutchins & Wheeler (1974-1976), a Boston law firm. Mr. Frisbie serves as a
director of Allegiance Telecom, PCS Development, Phoenix Wireless and UniSite
and is a member of the Board of Directors of the National Venture Capital
Association.
James N. Perry, Jr. Mr. Perry is a Director. Mr. Perry has been a Director
of the Company since November, 1996. In January, 1993, he became Vice
President of Madison Dearborn Partners, Inc. Previously, Mr. Perry served in
various positions at First Capital Corporation of Chicago and its affiliates.
Mr. Perry currently serves as a director of Clearnet Communications, Inc.,
Omnipoint Corporation, and Allegiance Telecom Inc.
Paul G. Yovovich. Mr. Yovovich is a Director. Mr. Yovovich has served as a
Director of the Company since March 1997. Mr. Yovovich served as President of
Advance Ross Corporation from 1993 to 1996. He served in several executive
positions with Centel Corporation from 1982 to 1992, where his last position
was that of President of its Central Telephone Company unit. Before joining
Centel, he was a Vice President in the investment banking unit of Dean Witter.
Mr. Yovovich also serves as a director of 3Com Corporation, APAC TeleServices,
Inc., May & Speh, Inc., Comarco, Inc., and Mastering, Inc.
51
<PAGE>
TERM OF OFFICE FOR DIRECTORS AND OFFICERS
Pursuant to Article II, Section 1 of the Company's By-laws (the "By-laws"),
the stockholders of the Company shall elect the members of the Board of
Directors at the annual meeting of the stockholders to be held each year
within 180 days after the close of the immediately preceding fiscal year of
the Company. Pursuant to Article III, Section 2 of the By-laws, the directors
shall be elected by a plurality of the votes of the shares present in person
or represented by proxy at the annual meeting and entitled to vote in the
election of directors. Each director elected shall hold office until his or
her successor is duly elected and qualified or until his or her earlier death,
resignation or removal.
Pursuant to Article IV, Sections 1 and 2 of the By-laws, the Board of
Directors shall annually elect the officers of the Company at its first
meeting held after each annual meeting of the stockholders. Each officer
elected shall hold office until his or her successor is duly elected and
qualified or until his or her earlier, death, resignation or removal.
POTENTIAL CONFLICTS OF INTEREST
In addition to serving as members of the Board of the Company, Messrs.
Crawford, Finnegan, Frisbie and Perry each serve as directors of other
telecommunications companies and other private companies. As a result of these
additional directorships, Messrs. Crawford, Finnegan, Frisbie and Perry may be
subject to conflicts of interest during their tenure as directors of the
Company. Because of these potential conflicts, Messrs. Crawford, Finnegan,
Frisbie and Perry may be required, from time to time, to disclose certain
financial or business opportunities to the Company and to the other companies
to which they owe fiduciary duties. However, the Company does not believe
these conflicts of interest will be a detriment to the Company's growth or
ability to operate its business. Currently the Corporation does not have any
standard procedures for resolving potential conflicts of interest relating to
corporate opportunities or otherwise.
BOARD COMMITTEES
The Board has established a Compensation Committee and an Audit Committee.
The Compensation Committee establishes salaries, incentives and other forms of
compensation for directors, executive officers and key employees of the
Company and administers the Company's 1997 Non-Qualified Stock Option Plan
(the "Stock Option Plan") and other incentive and benefit plans. Members of
the Compensation Committee are Messrs. Taylor, Perry, Finnegan, Crawford,
Frisbie, and Yovovich. The Audit Committee oversees the work performed by the
Company's independent auditors, and reviews internal audit controls. Members
of the Audit Committee are Messrs. Perry, Finnegan, Crawford, and Frisbie. The
Nominating Committee has been charged with the responsibility of identifying
nominees to stand for election to the Company's Board of Directors. Members of
the Nominating Committee are Messrs. Barnicle, Perry, Crawford and Yovovich.
COMPENSATION OF DIRECTORS
Except for Mr. Yovovich, outside directors do not currently receive cash
fees or option grants for serving as directors or for attending meetings. On
April 1, 1997, Mr. Yovovich was awarded an option to purchase 260 shares of
the Company's Class A Common (as defined herein), with such option to
immediately vest as to 10% of such shares and to vest as to an additional 15%
of such shares each six months thereafter. The Company reimburses directors
for out-of-pocket expenses incurred in connection with attendance at meetings.
52
<PAGE>
EXECUTIVE COMPENSATION
The Summary Compensation Table below sets forth certain information
concerning compensation paid or accrued for services rendered to the Company
in all capacities for the seven months ended December 31, 1996 and the year
ended December 31, 1997 by the Chief Executive Officer and each of the four
other most highly compensated officers or key employees of the Company whose
combined salary and bonus exceeded $100,000 (collectively, the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
-------------------------------- ------------
NUMBER OF
OTHER SECURITIES
NAME AND ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
- ------------------ ---- -------- ------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Robert C. Taylor, Jr. .. 1997 $120,000 $50,000(2) $ -- -- $ --
Chief Executive Officer 1996 20,000 -- -- -- --
and President
John R. Barnicle........ 1997 120,000 47,000(2) -- -- --
Executive Vice 1996 20,000 -- -- -- --
President and Chief
Operating Officer
Joseph A. Beatty........ 1997 120,000 45,000(2) 25,000(1) -- --
Executive Vice 1996 20,000 -- -- -- --
President, Chief
Financial Officer,
Treasurer, and
Secretary
Brian F. Addy........... 1997 120,000 38,000(2) -- -- --
Executive Vice 1996 20,000 -- -- -- --
President of Market
Development
Patrick K. Kuchevar..... 1997 63,333 87,000(3) -- 80(4) --
Director of Data 1996 -- -- -- -- --
Product Development
</TABLE>
- --------
(1) Reimbursement for moving expenses.
(2) Discretionary bonuses are granted by the Board of Directors.
(3) Performance Based Sales Compensation Plan.
(4) Granted pursuant to the Company's Stock Option Plan.
Mr. Kuchevar is not an officer of the Company. Except for Mr. Kuchevar, none
of the Named Executive Officers (as defined) owns any options to purchase
shares of the Company's Common Stock.
STOCK OPTION PLAN
The Company's Stock Option Plan was adopted on February 27, 1997 by Focal
Communications Corporation of Illinois and pursuant to a Plan of
Reorganization and an Assignment of Interest Agreement, dated August 18, 1997,
such plan was adopted by the Company. The Stock Option Plan provides for the
grant of options to purchase up to an aggregate of 5,260 shares of Common
Stock. The Plan is administered by the Board of Directors which makes
discretionary grants ("discretionary grants") of options to employees
(including employees who are officers and directors of the Company) and
directors.
Options granted pursuant to the plan are to be non-qualified options and are
not intended to be "incentive stock options" within the meaning of Section
422A of the Internal Revenue Code of 1986, as amended.
The selection of participants, allotment of shares, determination of price
and other conditions of purchase of such options are determined by the Board,
in its sole discretion. Options are exercisable for a period of up to ten
years. The per share exercise price of options must be no less than 100% of
the fair market value of the Common Stock on the date of grant. As of June 1,
1998, the Board had granted options to purchase a net total of 2,926 shares of
the Company's Class A Common to 77 employees and directors pursuant to the
Stock Option Plan, after taking into account forfeited option grants. As of
December 31, 1997, the Board had granted options to purchase 1,222 shares of
Class A Common at prices ranging from $290 to $320 per share. On January 1,
1998,
53
<PAGE>
the Board granted additional options to purchase 677 shares of Class A Common
at $333 per share. On April 1, 1998, the Board granted additional options to
purchase 1,057 shares of Class A Common at $1,050 per share.
Options granted under the Stock Option Plan are nontransferable, other than
by will or by the laws of descent and distribution, and during the lifetime of
the optionee, may be exercised only by the optionee, or in the event of
optionee's legal incapacity to do so, by the optionee's guardian or legal
representative.
The following table sets forth certain information with respect to options
granted to the Named Executive Officers during 1997.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------------
NUMBER OF
SECURITIES PERCENT OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE GRANT
OPTIONS TO EMPLOYEES PRICE EXPIRATION DATE
NAME GRANTED (#) IN 1997 ($/SH)(1) DATE VALUE(2)
- ---- ----------- ---------------- --------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Robert C. Taylor, Jr.... -- 0% $-- -- $ --
John R. Barnicle........ -- 0% -- -- --
Joseph A. Beatty........ -- 0% -- -- --
Brian F. Addy........... -- 0% -- -- --
Patrick Kuchevar........ 80 6.55% 290 04/01/07 13,600
</TABLE>
- --------
(1) Options were granted under the Stock Option Plan at an exercise price
equal to the fair market value of the Company's Class A Common on the date
of grant, as determined by the Board.
(2)Calculation based on the Black-Scholes model.
The following table sets forth certain information with respect to the
unexercised options held by the Named Executive Officers as of December 31,
1997. No options were exercised by the Named Executive Officers during 1997.
YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED IN-
UNEXERCISED THE-MONEY
OPTIONS AT YEAR- OPTIONS AT YEAR-
END 1997(#) END 1997($)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED UNEXERCISABLE UNEXERCISABLE (1)
- ---- --------------- -------- ---------------- -----------------
<S> <C> <C> <C> <C>
Robert C. Taylor, Jr.... -- $-- -- $ --
John R. Barnicle........ -- -- -- --
Joseph A. Beatty........ -- -- -- --
Brian F. Addy........... -- -- -- --
Patrick Kuchevar........ 0 0 0/80 0/3,600
</TABLE>
- --------
(1) As of the end of fiscal year 1997, none of the options held by the Named
Executive Officers had been exercised.
EMPLOYMENT AGREEMENTS
The Company entered into continuing Executive Stock Agreement and Employment
Agreements (the "Employment Agreements") with each of the Executive Investors
(as defined herein) on of November 27, 1996 upon the same terms and
conditions. The Employment Agreements provide that each Executive Investor
shall receive a minimum base salary of $120,000 and bonuses based upon the
Company achieving certain performance goals set in advance of each year in the
sole discretion of the Board of Directors. Each Executive Investor is entitled
to severance payments if he is terminated other than for cause. In addition to
provisions relating to each Executive Investor's duties and compensation, the
Employment Agreements require each Executive Investor to
54
<PAGE>
assign all inventions he develops in the course of his employment with the
Company to the Company, maintain the confidentiality of the Company's
proprietary information and refrain from competing with and soliciting
employees from the Company during his employment with the Company and for a
period of up to eighteen months thereafter. Each Executive Investor is
entitled to certain Noncompete Compensation. The Company entered into an
employment agreement with Ms. Martin on March 20, 1998 and Mr. Robitshek on
July 15, 1998, on substantially the same employment terms as the Executive
Investors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information regarding beneficial ownership of
the Company's Common Stock as of June 30, 1998 for (i) each of the Company's
Officers and others included within the Named Executive Officers, (ii) each
director of the Company, (iii) all of the persons named in (i) or (ii) as a
group, and (iv) each stockholder of the Company who beneficially owns 5% or
more of the Company's Common Stock.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
BENEFICIALLY OUTSTANDING
NAME OWNED(1) SHARES
- ---- ---------------- -----------
<S> <C> <C>
OFFICERS OR KEY EMPLOYEES:
Robert C. Taylor, Jr.(2).......................... 5,230.77 4.54%
John R. Barnicle(3)............................... 5,230.77 4.54%
Joseph A. Beatty(4)............................... 5,230.77 4.54%
Brian F. Addy(5).................................. 5,230.77 4.54%
Robert M. Junkroski(6)............................ 17.50 *
Renee M. Martin................................... 0.00 *
Patrick Kuchevar(7)............................... 20.00 *
DIRECTORS:
James N. Perry Jr.(8)............................. 54,807.70 47.55%
Paul Finnegan(9).................................. 54,807.70 47.55%
James Crawford(10)................................ 25,576.92 22.19%
Richard Frisbie(11)............................... 12,788.46 11.10%
Paul G. Yovovich(12).............................. 334.77 *
ALL OFFICERS AND DIRECTORS AS A GROUP (10 STOCK-
HOLDERS)......................................... 114,450.93 99.30%
5% STOCKHOLDERS:
Madison Dearborn Capital Partnership, L.P.(13).... 54,807.70 47.55%
Frontenac VI, L.P.(14)............................ 25,576.92 22.19%
Battery Ventures III, L.P.(15).................... 12,788.46 11.10%
</TABLE>
- --------
* Less than 1% of the issued and outstanding shares of the Common Stock of the
Company.
(1) Unless otherwise indicated below, the persons and entities named in the
table have sole voting and sole investment power with respect to all
shares beneficially owned by them, subject to community property laws
where applicable. The percentage of beneficial ownership is based on
115,260.983 shares of Common Stock outstanding as of June 1, 1998,
including 241.75 shares of Common Stock subject to options that are
currently exercisable or are exercisable within 60 days, which are deemed
to be outstanding and to be beneficially owned by the person holding such
options.
(2) Includes 230.77 shares of Class A Common and 5,000 shares of Class B
Common, but excludes 3,677.885 shares of Class C Common owned of record
by Mr. Taylor. The voting rights with respect to the Class C Common have
been transferred to the Equity Investors pursuant to the Vesting
Agreements (as hereinafter defined). The Class C Common and 3,000 shares
of Class B Common are subject to forfeiture. See "Description of Capital
Stock."
(3) Includes 230.77 shares of Class A Common and 5,000 shares of Class B
Common, but excludes 3,677.885 shares of Class C Common owned of record
by Mr. Barnicle. The voting rights with respect to the Class C Common
have been transferred to the Equity Investors pursuant to the Vesting
Agreements. The Class C Common and 3,000 shares of Class B Common are
subject to forfeiture. See "Description of Capital Stock."
55
<PAGE>
(4) Includes 230.77 shares of Class A Common and 5,000 shares of Class B
Common, but excludes 3,677.885 shares of Class C Common owned of record
by Mr. Beatty. The voting rights with respect to the Class C Common have
been transferred to the Equity Investors pursuant to the Vesting
Agreements. The Class C Common and 3,000 shares of Class B Common are
subject to forfeiture. See "Description of Capital Stock."
(5) Includes 230.77 shares of Class A Common and 5,000 shares of Class B
Common, but excludes 3,677.885 shares of Class C Common owned of record
by Mr. Addy. The voting rights with respect to the Class C Common have
been transferred to the Equity Investors pursuant to the Vesting
Agreements. The Class C Common and 3,000 shares of Class B Common are
subject to forfeiture. See "Description of Capital Stock."
(6) Includes 17.5 shares of Class A Common subject to options which are
exercisable within 60 days of June 1, 1998. Excludes 96.5 shares of Class
A Common subject to options which are not exercisable within 60 days of
June 1, 1998.
(7) Includes 20 shares of Class A Common subject to options which are
exercisable within 60 days of June 1, 1998. Excludes 100 shares of Class
A Common subject to options which are not exercisable within 60 days of
June 1, 1998. Mr. Kuchevar is not an officer of the Company. He is
included in the table because he is part of the group defined as Named
Executive Officers in the Summary Compensation Table.
(8) Mr. Perry, a director of the Company, owns no shares in his own name.
Includes 46,153.85 shares of Class A Common owned by MDCP and 8,653.85
shares of Class C Common, the voting rights with respect to which have
been transferred to MDCP pursuant to the Vesting Agreements. See
"Description of Capital Stock." Mr. Perry's address is c/o Madison
Dearborn Partners, Inc., Three First National Plaza, Suite 3800, Chicago,
IL 60602.
(9) Mr. Finnegan, a director of the Company, owns no shares in his own name.
Includes 46,153.85 shares of Class A Common owned by MDCP and 8,653.85
shares of Class C Common, the voting rights with respect to which have
been transferred to MDCP pursuant to the Vesting Agreements. See
"Description of Capital Stock." Mr. Finnegan's address is c/o Madison
Dearborn Partners, Inc., Three First National Plaza, Suite 3800, Chicago,
IL 60602.
(10) Mr. Crawford, a director of the Company, owns no shares in his own name.
Includes 21,538.46 shares of Class A Common owned by Frontenac and
4,038.46 shares of Class C Common, the voting rights with respect to
which have been transferred to Frontenac pursuant to the Vesting
Agreements. See "Description of Capital Stock." Mr. Crawford's address
is c/o Frontenac Company, 135 S. LaSalle Street, Suite 3800, Chicago, IL
60603.
(11) Mr. Frisbie, a director of the Company, owns no shares in his own name.
Includes 10,769.23 shares of Class A Common owned by Battery and
2,019.23 shares of Class C Common, the voting rights with respect to
which have been transferred to Battery pursuant to the Vesting
Agreements. See "Description of Capital Stock." Mr. Frisbie's address is
c/o Battery Ventures, 20 William Street, Wellesley, MA 02181.
(12) Includes 230.77 shares of Class A Common and an additional 104 shares of
Class A Common subject to options which are exercisable within 60 days
of June 1, 1998. Excludes 156 shares of Class A Common subject to
options which are not exercisable within 60 days of June 1, 1998.
(13) Includes 46,153.85 shares of Class A Common owned by MDCP and 8,653.85
shares of Class C Common, the voting rights with respect to which have
been transferred to MDCP pursuant to the Vesting Agreements. See
"Description of Capital Stock." To the Company's knowledge Mr. Perry and
Mr. Finnegan, directors of the Company, have the power to vote the
shares owned by MDCP. See "Management--Potential Conflicts of Interest."
(14) Includes 21,538.46 shares of Class A Common owned by Frontenac and
4,038.46 shares of Class C Common, the voting rights with respect to
which have been transferred to Frontenac pursuant to the Vesting
Agreements. See "Description of Capital Stock." To the Company's
knowledge Mr. Crawford, a director of the Company, has the power to vote
the shares owned by Frontenac. See "Management--Potential Conflicts of
Interest."
(15) Includes 10,769.23 shares of Class A Common owned by Battery and
2,019.23 shares of Class C Common, the voting rights with respect to
which have been transferred to Battery pursuant to the Vesting
Agreements. See "Description of Capital Stock." To the Company's
knowledge Mr. Frisbie, a director of the Company, has the power to vote
the shares owned by Battery. See "Management--Potential Conflicts of
Interest."
56
<PAGE>
CERTAIN TRANSACTIONS
THE STOCK PURCHASE AGREEMENT
The Company and certain of its stockholders entered into a Stock Purchase
Agreement (as defined herein). Pursuant to such agreement and additional
agreements related thereto the Investors were granted certain put rights,
voting rights, and registration rights. See "Description of Capital Stock" for
a detailed discussion of the various rights and restrictions affecting the
Common Stock of the Company and its stockholders. Concurrent with the
consummation of the Offering, the Equity Investors relinquished certain Put
Rights (as defined herein) in exchange for certain liquidation rights. See
"Description of Capital Stock."
DIRECTOR/STOCKHOLDER RELATIONSHIPS
Several directors of the Company, who serve as designees of the Equity
Investors, also serve on the boards of companies with which the Company may
compete or enter into agreements. Specifically, Messrs. Crawford, Finnegan,
Frisbie, and Perry are directors of Allegiance Telecom, Inc., a Dallas-based
CLEC which competes with the Company. See "Management--Potential Conflicts of
Interest."
DESCRIPTION OF CAPITAL STOCK
As of December 31, 1997, there were a total of (i) 85,567.693 shares of
Class A Common authorized and 80,307.693 shares outstanding, (ii) 35,000
shares of Class B Common authorized and 20,000 shares outstanding, and (iii)
15,000 shares of Class C Common authorized and 14,711.54 shares outstanding.
Pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement") and
related documents, each dated November 27, 1996, the Company sold 79,384.62
shares of its Class A Common Stock, $0.01 par value per share (the "Class A
Common"), to MDCP, Frontenac, Battery, Brian F. Addy ("Addy"), John R.
Barnicle ("Barnicle"), Joseph A. Beatty ("Beatty"), and Robert C. Taylor, Jr.
("Taylor," with Addy, Barnicle, Beatty and Taylor being hereinafter
individually referred to as an "Executive Investor" and collectively as the
"Executive Investors," and the Equity Investors and the Executive Investors
being hereinafter collectively referred to as the "Investors") and converted
1,500 shares of its then outstanding common stock into 20,000 shares of Class
B Common Stock, $0.01 par value per share (the "Class B Common"), and
14,711.54 shares of Class C Common Stock, $0.01 par value per share (the
"Class C Common," the Class A Common, Class B Common and Class C Common are
hereinafter collectively referred to as the "Common Stock"). The Company
issued 923.073 shares of Class A Common to stockholders who were designated by
the Equity Investors and other investors concurrent with the Stock Purchase
Agreement.
In connection with the Stock Purchase Agreement, the Company and the
Investors entered into a number of additional agreements which affect their
relative rights as Stockholders of the Company. Following is a description of
the relative rights and obligations of the Company's Class A Common, Class B
Common and Class C Common.
Certain Voting Requirements
Pursuant to the Stock Purchase Agreement, the Company can not take certain
enumerated actions without obtaining the prior written consent of the holders
of at least 67% of the shares of Class A Common issued to Equity Investors
pursuant to the Stock Purchase Agreement. Until such consent is obtained the
Company may not, among other things: declare or pay dividends; redeem or
purchase the Company's stock or the stock of any of its subsidiaries; issue or
agree to issue any securities containing equity features; sell more than 10%
of the Company's assets; acquire or invest in another entity; enter into the
operation of any business other than the provision of local exchange
telecommunications services or other businesses identified in an approved
business plan; become subject to any agreement which would restrict the
Company's right to perform under the Stock Purchase Agreement or related
documents; incur indebtedness exceeding $100,000 (excluding the Notes and any
57
<PAGE>
refinancing thereof); make capital expenditures or enter into lease agreements
exceeding $100,000 in any twelve-month period unless provided for in an
approved business plan; or use proceeds of Class A Common contributions made
pursuant to the Stock Purchase Agreement for purposes other than for working
capital and budgeted general corporate purposes or as contemplated by an
approved business plan. The requirement for such consent terminates upon the
consummation of the Company's Initial Public Offering.
Voting
Pursuant to the Company's Certificate of Incorporation (the "Certificate"),
each share of Common Stock is entitled to one vote per share with the holders
of Class A Common, Class B Common and Class C Common voting together as a
single class.
Pursuant to the Vesting Agreement, the Executives have named the Equity
Investors as their proxies to vote all shares of Unvested Class C Common from
time-to-time outstanding. In addition, pursuant to the Stockholders Agreement,
the Stockholders have agreed, among other things, that the authorized number
of directors shall be established by the bylaws and remain at seven directors.
The Stockholders Agreement provides that the seven directors will include (i)
two directors designated by MDCP, so long as MDCP holds at least 50% of the
shares of Common Stock initially purchased by MDCP under the Stock Purchase
Agreement and thereafter one director designated by MDCP so long as MDCP holds
at least 10% of such Common Stock and at least 3% of the Company's outstanding
Common Stock, (ii) one director designated by Frontenac so long as Frontenac
holds at least 20% of the shares of Common Stock initially purchased by
Frontenac under the Stock Purchase Agreement and at least 3% of the Company's
outstanding Common Stock, (iii) one director designated by Battery so long as
Battery holds at least 50% of the shares of Common Stock initially purchased
by Battery under the Stock Purchase Agreement and at least 3% of the Company's
outstanding Common Stock, (iv) two Executive Investors employed by the Company
designated by a majority of the outstanding shares of Common Stock issued to
the Executive Investors pursuant to the Stock Purchase Agreement, and (v) one
outside director designated by the Equity Investors and reasonably acceptable
to the Executive Investors. The rights and requirements under the Stockholders
Agreements as to directors shall terminate at the earlier of the closing of
the Company's Initial Public Offering or the sale of the Company.
Investors' Liquidation Right
Pursuant to the Stock Purchase Agreement, Equity Investors had the right
(the "Put Right"), beginning after November 27, 2003, to require the Company
to repurchase all, but not less than all, of the Equity Investors' Class A
Common purchased pursuant to the Stock Purchase Agreement. Pursuant to a
January 1998 amendment to the Stock Purchase Agreement the Investors have
agreed to relinquish such Put Right in exchange for certain rights to require
liquidation of the Company if the Company has not completed a public offering
of its Common Stock prior to November 27, 2003. If a demand for liquidation is
made, at the option of the Company, in lieu of liquidation, the Company may
repurchase all, but not less than all, the shares of the Company's capital
stock then held by the Investors exercising such liquidation right. The
Indenture limits the ability of the Company to liquidate itself or to
repurchase shares of its Common Stock. In connection with the Offering, the
Equity Investors have acknowledged that the Indenture could restrict the
Company from liquidating or repurchasing Shares of its Common Stock and agreed
in writing that any claim for such payments would be subordinated in right of
payment to the Notes.
Forfeiture, Conversion and Repurchase of Common Stock
Pursuant to the terms of four separate Vesting Agreements (the "Vesting
Agreements"), each dated November 27, 1996, by and among the Executive
Investors and each of the Equity Investors, the shares of Class C Common owned
by each of the Executive Investors are subject to certain forfeiture
provisions.
Upon the vesting of the Class C Common, such shares of Class C Common are
convertible into Class B Common. Pursuant to the Vesting Agreements, upon the
vesting of any shares of Class C Common an equal number of shares of Class A
Common held by the Equity Investors shall be forfeited by such Equity
Investors.
58
<PAGE>
Pursuant to the terms of the Employment Agreements by and between the
Company and each of the Executive Investors, the shares of Class B Common
owned by each of the Executive Investors (including any shares of Class B
Common received upon conversion of the Class C Common as to which the vesting
provisions of the Vesting Agreement have lapsed) are subject to certain
forfeiture provisions.
Pursuant to the Employment Agreements, the Company has the option to
purchase (the "Repurchase Option") all Class A Common, Class B Common and
Class C Common then owned by each Executive Investor upon the termination of
such Executive Investors' employment by the Company for any reason. In certain
circumstances, the Company may be required to assign the Repurchase Option, or
a portion thereof, to the Equity Investors and/or the other Executive
Investors. The purchase price for shares of Unvested Class B and Unvested
Class C shall be the par value thereof. The purchase price for the vested
shares of Common Stock shall be the fair market value of such shares as
determined by the formula set forth in the Employment Agreements.
Registration Rights
Pursuant to the terms of a Registration Agreement (the "Registration
Agreement") dated November 27, 1996, the Company granted certain holders of
the Company's Class A Common and Class B Common Registration Rights. The
holders of approximately 78,461.54 shares of Class A Common have the benefit
of demand registration rights. Holders of Class A Common which have the
benefit of demand registration rights are hereinafter referred to as "Demand
Rights Holders." In order for the Demand Rights Holders to effect a demand for
registration prior to an Initial Public Offering, the Registration Agreement
requires that at least 67% of the Demand Rights Holders request such
registration. Prior to an Initial Public Offering, an unlimited number of
demands may be made for registration on Form S-1 or any similar long-form
registration ("Long-Form Registrations"). After an Initial Public Offering and
subject to minimum dollar limits, each Demand Rights Holder is subject to
certain limitations on demands which can be made for Long-Form Registrations,
while the Demand Rights Holders may make an unlimited number of demands for
registration on Form S-2 or S-3 or any similar short-form registration, if
available. In addition to demand registration rights, the Demand Rights
Holders and the holders of approximately 20,000 shares of Class B Common have
unlimited "piggyback" registration rights (hereinafter the Demand Rights
Holders and the holders of Class B Common to which such piggyback registration
rights have attached will be collectively called the "Piggyback Rights
Holders") pursuant to which the Piggyback Rights Holders have the right to
request that the Company register their registrable Class A Common and Class B
Common whenever the Company registers any of its securities under the
Securities Act (other than pursuant to a demand registration) and the
registration form to be used may be used for the registration of the
registrable Class A Common or Class B Common; unless the piggyback
registration is in connection with an underwritten registration and the
managing underwriter is of the opinion that inclusion of all or any portion of
the shares of Class A Common or Class B Common with respect to which the
Piggyback Rights Holders request registration would have an adverse impact on
the marketing of the securities to be sold in such underwritten offering.
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<PAGE>
Distributions
Pursuant to the Company's Certificate of Incorporation, the holders of Class
A Common, Class B Common, and Class C Common have differing rights to
distributions made by the Company depending on the type of distribution
involved. The following table details the relative rights based on the type of
distribution:
<TABLE>
<CAPTION>
DISTRIBUTION
CLASS A, B, C
COMMON CLASS A COMMON CLASS B COMMON CLASS C COMMON
- ------------- -------------- -------------- --------------
<S> <C> <C> <C>
1. Dividends (i) Each share of Class A (ii) Each share of Class (iii) No share of Class C
Common and A Common and Common has a
Class B Common Class B Common right to receive
share equally in any share equally in any any
dividend declared dividend declared portion of any
out of the earnings out of the earnings dividends out of
of the Company of the Company earnings
2. Other Non- (i) First, to the holders (ii) Second, to the (iii) The holders of
Liquidating of Class A holders of Class B Class C Common
Distributions(1) Common (ratably Common (ratably shall have no
among such among such right
holders) until the holders) in an (except such right
total Other amount up to the as may result from
Non-Liquidating product of the their holding
Distributions made quotient obtained by Class A
to each holder dividing the Common or
(since November 27, aggregate number Class B Common)
1996) is equal of Class B Common to receive any
to the sum of the outstanding by the portion of any
initial price paid to aggregate number Other Non-
the Company for of shares of Class A Liquidating
such shares of Common and Distributions
Class A Class B Common
Common plus the outstanding times
aggregate the aggregate of all
contributions to the Other
capital of the Non-Liquidating
Company made Distributions
with respect to such previously made
Class A Common pursuant to these
from November 27, subsections 2(i) and
1996 up to and 2(ii) to the holders
including the date of Class A
of such distribution Common and Class B
Common from
November 27, 1996
</TABLE>
- --------
(1) All distributions other than dividends made out of earnings or
distributions as part of a complete liquidation, dissolution, or winding
up of the Company are defined as "Other Non-Liquidating Distributions."
60
<PAGE>
<TABLE>
<CAPTION>
DISTRIBUTION
CLASS A, B, C
COMMON CLASS A COMMON CLASS B COMMON CLASS C COMMON
- ------------- -------------- -------------- --------------
<S> <C> <C> <C>
Thereafter, to the holders of Class A Common and
Class B Common (ratably among such holders) based on
the number of shares of Class A Common and Class B
Common held by each such holder.
3. Liquidating (i) First, to the (ii) Second, to the
Distributions(2) holders holders of Class C
of Class A Common (ratably
Common (ratably among such
among such holders) in an
holders) until the amount up to the
total Other Non- product of the
Liquidating quotient obtained
Distributions by
and Liquidating dividing the
Distributions made aggregate
to number of Class C
each holder (since Common out-
November 27, standing by the
1996) is equal to aggregate number
the sum of the of shares of Class
initial price paid B
to Common and Class C
the Company for Common outstanding
such shares of Class times the aggregate
A of all Other Non-
Common plus the Liquidating
aggregate Distributions made
contributions pursuant to
to the capital subsections 2(i)
of the Company made and 2(ii) to the
with respect to such holders of Class B
Class A Common from Common from
November 27, 1996 November 27, 1996
up to and including
the date of such
distribution
Third, to the holders of Class B Common and Class C
Common (ratably among such holders)
Thereafter, to the holders of all classes of Common
Stock (ratably among such holders)
</TABLE>
- --------
(2) All distributions in any complete liquidation, dissolution, or winding up
of the Company are defined as "Liquidating Distributions."
61
<PAGE>
DESCRIPTION OF THE EXCHANGE NOTES
GENERAL
The Senior Notes were, and the Exchange Notes will be, issued under the
Indenture between the Company and Harris Trust and Savings Bank, as trustee
under the Indenture. For purposes of this Description of the Exchange Notes
only, the term "Company" refers to Focal Communications Corporation and does
not include its subsidiaries except where specifically noted and for purposes
of financial data determined on a consolidated basis.
The terms of the Exchange Notes will be identical in all material respects
to the Senior Notes, except that (i) the Exchange Notes will have been
registered under the Securities Act and therefore will not be subject to
certain restrictions on transfer applicable to the Senior Notes and (ii)
Holders of the Exchange Notes will not be entitled to certain rights of
Holders of Senior Notes under the Registration Agreement. The terms of the
Exchange Notes include those stated in the Indenture and those made a part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (the
"Trust Indenture Act"). The Exchange Notes will be subject to all such terms,
and Holders of the Exchange Notes are referred to the Indenture and the Trust
Indenture Act for a complete statement of such terms. A copy of the Indenture
is available from the Company on request. The statements and definitions of
terms under this caption relating to the Exchange Notes and the Indenture are
summaries and do not purport to be complete. Such summaries make use of
certain terms defined in the Indenture but not herein and are qualified in
their entirety by express reference to the Indenture. Certain capitalized
terms used herein and not otherwise defined below under "--Certain
Definitions" are defined in the Indenture.
PRINCIPAL, MATURITY AND INTEREST
The Exchange Notes mature on February 15, 2008 (the "Stated Maturity"). The
Exchange Notes will be limited to an aggregate stated principal amount at
maturity of $270,000,000. The Senior Notes were issued at an issue price of
$555.6578 per $1,000 stated principal amount at maturity (the "Issue Price")
(55.56578% of the stated principal amount at maturity) to generate gross
proceeds to the Company of $150,027,606. The Exchange Notes are being issued
in substitution for the Senior Notes and are, therefore, deemed to have been
issued at the same discount. The Exchange Notes will bear interest on the
Issue Price at a rate of 12.125% per annum computed on a semiannual bond
equivalent basis from the Issue Date. In the period prior to February 15,
2003, interest at a rate of 12.125% per annum will accrue on the Issue Price
but will not be payable in cash ("Deferred Interest"). For United States
federal income tax purposes, a significant amount of original issue discount,
taxable as ordinary income, will be recognized by a holder of Exchange Notes
as such Deferred Interest accrues from the Issue Date. From February 15, 2003,
interest at a rate of 12.125% per annum ("Current Interest") on the stated
principal amount at maturity of the Exchange Notes will be payable in cash
semiannually on August 15 and February 15 of each year, beginning on August
15, 2003, to the Person in whose name the Exchange Note (or any predecessor
Exchange Note) is registered at the close of business on the preceding August
1, or February 1, as the case may be. The stated principal amount at maturity
is $1,000 per Exchange Note and represents the Issue Price plus Deferred
Interest accrued but unpaid up to February 15, 2003. Interest will be computed
on the basis of a 360-day year comprised of twelve 30-day months. The Company
shall pay interest on overdue principal and premium, if any, of the Exchange
Notes and, to the extent lawful, interest on overdue installments of interest
on the Exchange Notes at a rate per annum equal to the interest rate payable
on the Exchange Notes.
The Exchange Notes will be issued without coupons and in fully registered
form only, in minimum denominations of $1,000 stated principal amount at
maturity and integral multiples thereof. The Exchange Notes will be issued
only against surrender of an equal stated principal amount at maturity of
Senior Notes.
The interest rate on the Exchange Notes is subject to increase if certain
conditions are not satisfied, all as further described under "Description of
the Exchange Notes--Exchange Offer; Registration Rights." All references
herein to Current Interest and Deferred Interest include any such Additional
Interest.
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<PAGE>
RANKING
The Exchange Notes will be senior unsecured obligations of the Company
ranking pari passu in right of payment with the Senior Notes and all other
existing and future senior Indebtedness of the Company, and will rank senior
in right of payment to all existing and future subordinated Indebtedness of
the Company, if any. Holders of secured Indebtedness of the Company, however,
will have claims that are prior to the claims of the Holders with respect to
the assets securing such other Indebtedness except to the extent the Notes are
equally and ratably secured by such assets. The Indenture will permit the
Company to incur secured Indebtedness. As of December 31, 1997, on a pro forma
basis after giving effect to the Offering and the application of the net
proceeds therefrom, the Company would have had no outstanding indebtedness
other than the Notes.
The operations of the Company are conducted through its subsidiaries and,
therefore, the Company is dependent upon cash flow from such entities to meet
its obligations. The Company's subsidiaries will have no direct obligation to
pay amounts due on the Exchange Notes and will not guarantee the Exchange
Notes. As a result, the Exchange Notes will be effectively subordinated to all
existing and future Indebtedness and other liabilities of the Company's
subsidiaries (including trade payables). See "Risk Factors--Holding Company
Structure; Effective Subordination of the Exchange Notes." Except to the
extent that loans made by the Company to its subsidiaries are recognized as
Indebtedness, any rights of the Company and its creditors, including the
Holders, to participate in the assets of any of the Company's subsidiaries
upon any liquidation or reorganization of any such subsidiaries will be
subject to the prior claims of such subsidiary's creditors (including trade
creditors).
BOOK-ENTRY SYSTEM
The Exchange Notes will initially be issued in the form of one or more
Global Notes (as defined in the Indenture) held in book-entry form. The
Exchange Notes will be deposited with the Trustee as custodian for DTC, and
DTC or its nominee will initially be the sole registered Holder of the
Exchange Notes for all purposes under the Indenture. Except as set forth
below, a Global Note may not be transferred except as a whole by DTC to a
nominee of DTC or by a nominee of DTC to DTC.
The Exchange Notes that are issued as described below under "--Certificated
Notes" will be issued in definitive form.
Upon the transfer of an Exchange Note in definitive form, such Exchange Note
will, unless the Global Note has previously been exchanged for Exchanges Notes
in definitive form, be exchanged for an interest in the Global Note
representing the principal amount of the Exchange Notes being transferred.
Upon the issuance of a Global Note, DTC or its nominee will credit, on its
internal system, the accounts of persons holding through it with the
respective principal amount of Exchange Notes of the individual beneficial
interests represented by such Global Note. Ownership of beneficial interests
in a Global Note will be limited to persons that have accounts with DTC
("participants") or persons that may hold interests through participants.
Ownership of beneficial interests by participants in a Global Note will be
shown on, and the transfer of that ownership interest will be effected only
through, records maintained by DTC or its nominee for such Global Note.
Ownership of beneficial interests in such Global Note by persons that hold
through participants will be shown on, and the transfer of that ownership
interest within such participant will be effected only through, records
maintained by such participant. The laws of some jurisdictions require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to transfer
beneficial interests in a Global Note.
Payment of principal of, premium, if any, on and interest on Exchange Notes
represented by any such Global Note will be made to DTC or its nominee, as the
case may be, as the sole registered owner and the sole Holder of the Exchange
Notes represented thereby for all purposes under the Indenture. None of the
Company, the Trustee, or any agent of the Company will have any responsibility
or liability for (i) any aspect of DTC's reports relating to or payment made
on account of beneficial ownership interests in a Global Note representing
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<PAGE>
any Exchange Notes or for maintaining, supervising or reviewing any of DTC's
records relating to such beneficial ownership interests or (ii) any other
matter relating to the actions and practices of DTC or any of its
participants.
The Company has been advised by DTC that upon receipt of any payment of
principal of, premium, if any, on or interest on any Global Note, DTC will
immediately credit, on its book-entry registration and transfer system, the
accounts of participants with payments in amounts proportionate to their
respective beneficial interests in the principal or face amount of such Global
Note, as shown on the records of DTC. The Company expects that payments by
participants to owners of beneficial interests in a Global Note held through
such participants will be governed by standing instructions and customary
practices as is now the case with securities held for customer accounts
registered in "street name" and will be the sole responsibility of such
participants.
So long as DTC or its nominee is the registered owner or Holder of such
Global Note, DTC or such nominee, as the case may be, will be considered the
sole owner or Holder of the Exchange Notes represented by such Global Note for
the purposes of receiving payment on the Exchange Notes, receiving notices and
for all other purposes under the Indenture and the Exchange Notes. Beneficial
interests in Exchange Notes will be evidenced only by, and transfers thereof
will be effected only through, records maintained by DTC and its participants.
Except as provided above, owners of beneficial interests in a Global Note will
not be entitled to and will not be considered the Holders of such Global Note
for any purposes under the Indenture. Accordingly, each person owning a
beneficial interest in a Global Note must rely on the procedures of DTC and,
if such person is not a participant, on the procedures of the participant
through which such person owns its interest, to exercise any rights of a
Holder under the Indenture. The Company understands that, under existing
industry practices, in the event that the Company requests any action of
Holders or that an owner of a beneficial interest in a Global Note desires to
give or take any action that a Holder is entitled to give or take under the
Indenture, DTC would authorize the participants holding the relevant
beneficial interest to give or take such action, and such participants would
authorize beneficial owners owning through such participants to give or take
such action or would otherwise act upon the instructions of beneficial owners
owning through them.
DTC has advised the Company that it will take any action permitted to be
taken by a Holder of Exchange Notes (including the presentation of Exchange
Notes for exchange as described below) only at the direction of one or more
participants to whose account with DTC interests in the Global Note are
credited and only in respect of such portion of the aggregate principal amount
of the Exchange Notes as to which such participant or participants has or have
given such direction.
DTC has advised the Company that DTC is a limited-purpose trust company
organized under the Banking Law of the State of New York, a "banking
organization" within the meaning of New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New
York Uniform Commercial Code and a "clearing agency" registered under the
Exchange Act. DTC was created to hold the securities of its participants and
to facilitate the clearance and settlement of securities transactions among
its participants in such securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical
movement of securities certificates. DTC's participants include securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations some of whom (and/or their representatives) own DTC.
Access to DTC's book-entry system is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a participant, either directly or indirectly.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that the Company believes to be reliable, but
the Company takes no responsibility for the accuracy thereof.
CERTIFICATED NOTES
The Exchange Notes represented by a Global Note are exchangeable for
certificated Exchange Notes only if: (i) DTC notifies the Company that it is
unwilling or unable to continue as a depository for such Global Note
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<PAGE>
or if at any time DTC ceases to be a clearing agency registered under the
Exchange Act, and a successor depository is not appointed by the Company
within 90 days; (ii) the Company executes and delivers to the Trustee a notice
that such Global Note shall be so transferable, registrable and exchangeable,
and such transfer shall be registrable; or (iii) there shall have occurred and
be continuing an Event of Default with respect to the Notes represented by
such Global Note. Any Global Note that is exchangeable for certificated
Exchange Notes pursuant to the preceding sentence will be transferred to, and
registered and exchanged for, certificated Exchange Notes in authorized
denominations and registered in such names as DTC or its nominee holding such
Global Note may direct. Subject to the foregoing, a Global Note is not
exchangeable, except for a Global Note of like denomination to be registered
in the name of DTC or its nominee. In the event that a Global Note becomes
exchangeable for certificated Exchange Notes: (i) certificated Exchange Notes
will be issued only in fully registered form in denominations of $1,000 or
integral multiples thereof; (ii) payment of principal, any repurchase price,
and interest on the certificated Exchange Notes will be payable, and the
transfer of the certificated Exchange Notes will be registrable, at the office
or agency of the Company maintained for such purposes; and (iii) no service
charge will be made for any issuance of the certificated Exchange Notes,
although the Company may require payment of a sum sufficient to cover any tax
or governmental charge imposed in connection therewith.
OPTIONAL REDEMPTION
The Exchange Notes will be redeemable, at the Company's option, in whole or
in part, at any time or from time to time, on or after February 15, 2003 and
prior to maturity, upon not less than 30 nor more than 60 days' prior notice
by first class mail to each Holder's last address as it appears in the
Register, at the redemption prices (expressed in percentages of stated
principal amount at maturity) set forth below, plus accrued and unpaid Current
Interest, if any, on the stated principal amount at maturity so redeemed to
the redemption date (subject to the right of Holders of record on the relevant
Record Date that is on or prior to the redemption date to receive Current
Interest, if any, due on an interest payment date), if redeemed during the 12-
month period commencing February 15, of the years set forth below:
<TABLE>
<CAPTION>
YEAR REDEMPTION PRICE
---- ----------------
<S> <C>
2003..................................................... 106.063%
2004..................................................... 104.042
2005..................................................... 102.021
2006 and thereafter...................................... 100.000
</TABLE>
In addition, at any time and from time to time prior to February 15, 2001,
the Company may redeem in the aggregate up to 35% of the original aggregate
stated principal amount at maturity of the Exchange Notes with the proceeds
from one or more Public Equity Offerings following which there is a Public
Market at a redemption price (expressed as a percentage of Accreted Value on
the redemption date) of 112.125%, plus Additional Interest, if any; provided,
that at least 65% of the original aggregate stated principal amount at
maturity of the Notes remains outstanding after each such redemption.
If less than all of the Notes are to be redeemed, the Trustee shall select,
in such manner as it shall deem fair and appropriate, the particular Notes to
be redeemed or any portion thereof in stated principal amounts at maturity of
$1,000 or integral multiples thereof.
MANDATORY REDEMPTION
Except as set forth under "--Repurchase at the Option of Holders upon a
Change of Control" and "--Asset Sale," the Company is not required to make
redemption payments or sinking fund payments with respect to the Exchange
Notes.
REPURCHASE AT THE OPTION OF HOLDERS UPON A CHANGE OF CONTROL
Upon the occurrence of a Change of Control, each Holder will have the right
to require the Company to repurchase all or any part (equal to $1,000 stated
principal amount at maturity or an integral multiple thereof) of
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<PAGE>
such Holder's Exchange Notes pursuant to the offer described below (the
"Change of Control Offer") at a purchase price (the "Change of Control
Purchase Price") equal to 101% of the Accreted Value thereof plus accrued and
unpaid Current Interest, if any, to but excluding any Change of Control
Payment Date (as defined below).
Within 30 days following any Change of Control, the Company or the Trustee
(at the expense of the Company) shall mail a notice to each Holder stating:
(i) that a Change of Control Offer is being made pursuant to the covenant
described under "--Repurchase at the Option of Holders upon a Change of
Control" and that all Exchange Notes timely tendered will be accepted for
payment; (ii) the Change of Control Purchase Price and the purchase date (the
"Change of Control Payment Date"), which shall be no earlier than 30 days nor
later than 60 days from the date such notice is mailed; (iii) any Exchange
Notes or portions thereof not tendered or accepted for payment will continue
to accrue interest; (iv) that unless the Company defaults in the payment of
the Change of Control Purchase Price, all Exchange Notes or portions thereof
accepted for payment pursuant to the Change of Control Offer shall cease to
accrue interest from and after the Change of Control Payment Date; (v) Holders
electing to have any Exchange Notes or portions thereof purchased pursuant to
a Change of Control Offer will be required to surrender their Exchange Notes
to the Paying Agent at the address set forth in the notice prior to the close
of business on the third Business Day preceding the Change of Control Payment
Date; (vi) Holders will be entitled to withdraw their election if the Paying
Agent receives, not later than the close of business on the second Business
Day preceding the Change of Control Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the stated
principal amount at maturity of Exchange Notes delivered for purchase, and a
statement that such Holder is withdrawing such Holder's election to have such
Exchange Notes or portions thereof purchased; (vii) Holders whose Exchange
Notes are being purchased only in part will be issued new Exchange Notes equal
in stated principal amount at maturity to the unpurchased portion of the
Exchange Note or Exchange Notes surrendered, which unpurchased portion must be
equal to $1,000 in stated principal amount at maturity or an integral multiple
thereof; and (viii) if after giving effect to such Change of Control Offer, at
least 95% of the original aggregate stated principal amount at maturity of the
Notes has been redeemed or repurchased, the Company shall have the right to
redeem the balance of the Notes at the Change of Control Redemption Purchase
Price.
On the Change of Control Payment Date, the Company will: (i) accept for
payment Exchange Notes or portions thereof properly tendered pursuant to the
Change of Control Offer; (ii) irrevocably deposit with the Paying Agent in
immediately available funds an amount equal to the Change of Control Purchase
Price in respect of all Exchange Notes or portions thereof so tendered; and
(iii) deliver, or cause to be delivered, to the Trustee the Exchange Notes so
accepted together with an Officers' Certificate listing the Exchange Notes or
portions thereof tendered to the Company and accepted for payment. The Paying
Agent shall promptly mail to each Holder of Exchange Notes so accepted,
payment in an amount equal to the Change of Control Purchase Price for such
Exchange Notes, and the Company shall execute and the Trustee shall promptly
authenticate and mail to each Holder a new Note equal in stated principal
amount at maturity to any unpurchased portion of the Exchange Notes
surrendered, if any; provided that each such new Note shall be in a stated
principal amount at maturity of $1,000 or an integral multiple thereof.
If after giving effect to a Change of Control Offer at least 95% of the
original aggregate stated principal amount at maturity of the Notes has been
repurchased, the Company shall have the right to redeem the balance of the
Notes at a redemption price (the "Change of Control Redemption Purchase
Price") equal to 101% of the Accreted Value thereof plus accrued and unpaid
Current Interest, if any, to but excluding the Change of Control Redemption
Date (as defined below) by giving the Holders notice of such redemption within
30 days following the Change of Control Payment Date with respect to such
Change of Control Offer (the "Change of Control Redemption"). Such notice
shall state that (i) a Change of Control Offer has been consummated and after
giving effect thereto at least 95% of the original aggregate stated principal
amount at maturity of the Notes has been redeemed or repurchased, (ii) the
Company is exercising its right to redeem the balance of the outstanding
Notes, (iii) the redemption date (the "Change of Control Redemption Date")
with respect to such Notes which shall be no earlier than 30 days nor later
than 60 days from the date such notice is mailed, (iv) unless the Company
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defaults in the payment of the Change of Control Redemption Purchase Price
with respect to such Notes, all such Notes will cease to accrue interest from
and after such Change of Control Redemption Date and (v) Holders are required
to surrender their Notes to the Paying Agent at the address set forth in the
notice prior to the close of business on the third Business Day preceding such
Change of Control Redemption Date.
On the Change of Control Redemption Date, the Company will: (i) accept for
payment Exchange Notes or portions thereof properly tendered pursuant to the
Change of Control Redemption; (ii) irrevocably deposit with the Paying Agent
in immediately available funds an amount equal to the applicable Change of
Control Redemption Purchase Price in respect of all Exchange Notes so
tendered; and (iii) deliver, or cause to be delivered, to the Trustee the
Exchange Notes so accepted together with an Officers' Certificate listing the
Exchange Notes tendered to the Paying Agent and accepted for payment. The
Paying Agent shall promptly mail to each Holder of Exchange Notes so accepted,
payment in an amount equal to the applicable Change of Control Redemption
Purchase Price for such Exchange Notes.
The existence of the Holders' right to require, subject to certain
conditions, the Company to repurchase Exchange Notes upon a Change of Control
may deter a third party from acquiring the Company in a transaction that
constitutes a Change of Control. Future indebtedness of the Company may
contain provisions which prohibit the purchase by the Company of any Exchange
Notes prior to their stated maturity, require obligations thereunder to be
repurchased upon a Change of Control or limit or prohibit the Company's
ability to comply with its obligations under the Indenture in the event of a
Change of Control. Further, the failure of the Company to pay the Change of
Control Purchase Price would constitute an Event of Default which in turn
could cause an event of default under such other indebtedness of the Company.
Moreover, due to the financial effect of such repurchase on the Company, the
exercise by the Holders of their right to require the Company to repurchase
the Exchange Notes could cause a default under such other indebtedness, even
if the Change of Control itself does not. If a Change of Control Offer is
made, there can be no assurance that the Company will have sufficient funds to
pay the Change of Control Purchase Price for all Exchange Notes tendered by
Holders seeking to accept the Change of Control Offer. In the event that a
Change of Control Offer occurs at a time when the Company does not have
sufficient available funds to pay the Change of Control Purchase Price for all
Exchange Notes tendered pursuant to such offer or at a time when the Company
is prohibited from purchasing the Notes (and the Company is unable either to
obtain the consent of the holders of the relevant indebtedness or to repay
such indebtedness), an Event of Default would occur under the Indenture.
One of the events that constitutes a Change of Control under the Indenture
is a sale, conveyance, transfer or lease of all or substantially all of the
Property of the Company. The Indenture will be governed by New York law, and
there is no established definition under New York law of "substantially all"
of the assets of a corporation. Accordingly, if the Company were to engage in
a transaction in which it disposed of less than all of its assets, a question
of interpretation could arise as to whether such disposition was of
"substantially all" of its assets and whether the Company was required to make
a Change of Control Offer.
To the extent such laws and regulations are applicable, the Company will
comply with the requirements of Section 14(e) under the Exchange Act and any
other securities laws and regulations in connection with the repurchase of
Exchange Notes pursuant to a Change of Control Offer or a Change of Control
Redemption.
Except as described herein with respect to a Change of Control, the
Indenture does not contain any other provisions that permit Holders to require
that the Company repurchase or redeem Exchange Notes in the event of a
takeover, recapitalization or similar restructuring.
ASSET SALE
The Company will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, consummate an Asset Sale unless (i) the Company or
such Restricted Subsidiary, as the case may be, receives consideration for
such Asset Sale at least equal to the Fair Market Value (as evidenced by a
Board Resolution delivered to the Trustee) of the Property or other assets
sold or otherwise disposed of, (ii) at least 75% of the consideration
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received by the Company or such Restricted Subsidiary for such Property or
other assets consists of (a) cash, readily-marketable cash equivalents or
Telecommunications Assets, (b) the assumption of Indebtedness of the Company
or such Restricted Subsidiary (other than Indebtedness that is subordinated by
its terms to the Notes) and the release of the Company or the Restricted
Subsidiary, as the case may be, from all liability on the Indebtedness so
assumed or (c) publicly-traded shares of Capital Stock (other than Preferred
Stock and Disqualified Stock) traded in the United States of any Person
engaged in a Telecommunications Business and (iii) the Company or any
Restricted Subsidiary, as the case may be, uses the Net Cash Proceeds from
such Asset Sale in the manner set forth in the next paragraph.
Within 360 days after any Asset Sale, the Company or any Restricted
Subsidiary, as the case may be, may at its option (i) reinvest an amount equal
to the Net Cash Proceeds (or any portion thereof) from such Asset Sale in
Telecommunications Assets or in Capital Stock of any Person engaged in the
Telecommunications Business and/or (ii) apply an amount equal to such Net Cash
Proceeds (or remaining Net Cash Proceeds) (a) to the permanent reduction of
senior secured Indebtedness of the Company (other than Indebtedness to a
Restricted Subsidiary unless the proceeds thereof are used by such Restricted
Subsidiary in a manner contemplated by (i) through (iii) of this sentence) or
other Indebtedness of the Company (other than Indebtedness to a Restricted
Subsidiary unless the proceeds thereof are used by such Restricted Subsidiary
in a manner contemplated by (i) through (iii) of this sentence) that is senior
to the Notes or to the permanent reduction of Indebtedness, or to the
redemption of Preferred Stock, of any Restricted Subsidiary (other than
Indebtedness to, or Preferred Stock owned by, the Company or another
Restricted Subsidiary unless the proceeds thereof are used by the Company or
such Restricted Subsidiary in a manner contemplated by (i) through (iii) of
this sentence) or (b) to the extent none of the Company or any of its
Restricted Subsidiaries has any Indebtedness outstanding of the type referred
to in the immediately preceding clause (a) (other than Indebtedness under
senior secured revolving credit facilities), to the repayment of outstanding
Indebtedness under any such revolving credit facility; provided, however, that
neither the Company nor any Restricted Subsidiary shall be required to
permanently reduce the commitments under any such revolving credit facility by
an amount equal to the outstanding Indebtedness thereunder so repaid or
prepaid and/or (iii) apply an amount equal to such Net Cash Proceeds (or
remaining Net Cash Proceeds) to prepay, whether in whole or in part,
Indebtedness that is pari passu with the Notes and that matures prior to
February 15, 2008. Any Net Cash Proceeds from any Asset Sale that are not used
within 360 days as described in (i) through (iii) above shall constitute
"Excess Proceeds."
If at any time the aggregate amount of Excess Proceeds calculated as of any
date exceeds $5 million, the Company shall, within 30 days of such date, make
an offer to purchase (an "Asset Sale Offer"), on a pro rata basis, (i) Notes
at a purchase price (the "Offer Purchase Price") in cash equal to 100% of the
Accreted Value thereof, plus accrued and unpaid Current Interest thereon, if
any, to but excluding the purchase date, in accordance with the procedures set
forth in the Indenture and (ii) to the extent required by the terms thereof,
any other Indebtedness of the Company that is pari passu with the Notes. The
pro rata amount of such Excess Proceeds to be used to purchase Notes shall be
in an amount equal to the aggregate amount of such Excess Proceeds multiplied
by the quotient obtained by dividing the Accreted Value of the outstanding
Notes by the sum of such Accreted Value and the principal amount of such other
Indebtedness. To the extent that the aggregate Offer Purchase Price of all
Notes tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds relating thereto (such shortfall constituting a "Deficiency"), the
Company may use such Deficiency for general corporate purposes and such
Deficiency shall not thereafter constitute Excess Proceeds for any purpose. In
the event the aggregate Accreted Value of the outstanding Notes tendered
pursuant to an Asset Sale Offer is in excess of the Excess Proceeds to be used
to purchase such Notes, such Excess Proceeds shall be applied to purchase such
Notes on a pro rata basis in stated principal amounts at maturity of $1,000 or
integral multiples thereof. Any amount remaining after giving effect to such
purchase shall constitute a Deficiency and shall be applied as provided in the
immediately preceding sentence. Upon the completion of the purchase of all
Notes tendered pursuant to an Asset Sale Offer, the amount of Excess Proceeds
shall be reset to zero.
To the extent such laws and regulations are applicable, the Company will
comply with the requirements of Section 14(e) under the Exchange Act and any
securities laws and regulations, in connection with the repurchase of Notes
pursuant to an Asset Sale Offer.
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CERTAIN COVENANTS
Set forth below are certain covenants that are contained in the Indenture:
Limitation on Consolidated Indebtedness
The Company will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, Incur any Indebtedness after the Issue Date; provided
that the Company may Incur Indebtedness if, after giving effect to the
Incurrence of such Indebtedness and the receipt and application of the net
proceeds therefrom, the ratio of (a) the aggregate consolidated principal
amount of Indebtedness of the Company (including, in the case of the Notes,
only the Accreted Value thereof) outstanding as of the most recent available
quarterly or annual balance sheet, after giving pro forma effect to the
Incurrence of such Indebtedness and any other Indebtedness Incurred since such
balance sheet date and the receipt and application of the proceeds thereof, to
(b) Consolidated Cash Flow Available for Fixed Charges for the four full
fiscal quarters immediately preceding the Incurrence of such Indebtedness for
which consolidated financial statements of the Company are available,
determined on a pro forma basis as if any such Indebtedness had been Incurred
and the proceeds thereof had been applied at the beginning of such four fiscal
quarters, would be less than 6.0 to 1.0 for such four-quarter period.
Notwithstanding the foregoing limitation, the Company and its Restricted
Subsidiaries may Incur the following Indebtedness:
(i) Senior Indebtedness in an aggregate principal amount outstanding at
any one time not to exceed $100,000,000, and any renewal, extension,
refinancing or refunding thereof in an amount which, together with any
principal amount remaining outstanding or available pursuant to this clause
(i) does not exceed the aggregate principal amount outstanding or available
under all such Senior Indebtedness immediately prior to such renewal,
extension, refinancing or refunding, less, in any case, any amount of such
Indebtedness permanently repaid under the covenant described above under
"--Asset Sale";
(ii) Indebtedness (including Guarantees) Incurred to finance the cost
(including the cost of design, development, acquisition, construction,
installation, improvement, transportation or integration) to acquire
equipment, inventory or network assets (including acquisitions by way of
any Capital Lease Obligation and acquisitions of the Capital Stock of a
Person that becomes a Restricted Subsidiary to the extent of the Fair
Market Value of the equipment, inventory or network assets so acquired) by
the Company or a Restricted Subsidiary after the Issue Date;
(iii) Indebtedness owed by the Company to any Significant Restricted
Subsidiary or Indebtedness owed by a Restricted Subsidiary to the Company
or to a Significant Restricted Subsidiary; provided that upon either (a)
the transfer or other disposition by a Significant Restricted Subsidiary or
the Company of any Indebtedness so permitted to a Person other than the
Company or a Significant Restricted Subsidiary or (b) the issuance (other
than directors' qualifying shares), sale, transfer or other disposition of
shares of Capital Stock (including by amalgamation, consolidation or
merger) of a Significant Restricted Subsidiary (such that upon such sale,
transfer or other disposition such Restricted Subsidiary would no longer
meet the definition of a Significant Restricted Subsidiary) to a Person
other than the Company or a Significant Restricted Subsidiary, the
provisions of this clause (iii) shall no longer be applicable to such
Indebtedness and such Indebtedness shall be deemed to have been Incurred at
the time of such transfer or other disposition;
(iv) Indebtedness Incurred to renew, extend, refinance or refund
(including successive extensions, renewals, refinancings and refundings),
whether in whole or in part (each, a "refinancing") (a) the Notes, (b)
Indebtedness outstanding at the date of the Indenture, (c) Indebtedness
Incurred pursuant to clause (ii) of this paragraph or (d) Indebtedness
Incurred pursuant to the first paragraph under the caption "--Limitation on
Consolidated Indebtedness," in an aggregate principal amount not to exceed
the aggregate principal amount of the Indebtedness so refinanced plus the
amount of any premium required to be paid in connection with such
refinancing pursuant to the terms of the Indebtedness so refinanced or the
amount of any premium reasonably determined by the Company as necessary to
accomplish such refinancing by means of a tender offer or privately
negotiated repurchase, plus the expenses of the Company
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and its Restricted Subsidiaries incurred in connection with such
refinancing; provided that Indebtedness the proceeds of which are used to
refinance the Notes or Indebtedness which is pari passu with the Notes or
Indebtedness which is subordinate in right of payment to the Notes shall
only be permitted under this clause (iv) if (y) in the case of any
refinancing of the Notes or Indebtedness which is pari passu with the
Notes, the refinancing Indebtedness is made pari passu to the Notes or
constitutes Subordinated Indebtedness, and, in the case of any refinancing
of Subordinated Indebtedness, the refinancing Indebtedness constitutes
Subordinated Indebtedness and (z) in any case, the refinancing Indebtedness
by its terms, or by the terms of any agreement or instrument pursuant to
which such Indebtedness is issued, (1) does not provide for payments of
principal of such Indebtedness at stated maturity or by way of a sinking
fund applicable thereto or by way of any mandatory redemption, defeasance,
retirement or repurchase thereof by the Company (including any redemption,
retirement or repurchase which is contingent upon events or circumstances,
but excluding any retirement required by virtue of the acceleration of any
payment with respect to such Indebtedness upon any event of default
thereunder), in each case prior to the time the same are required by the
terms of the Indebtedness being refinanced and (2) does not permit
redemption or other retirement (including pursuant to an offer to purchase
made by the Company) of such Indebtedness at the option of the holder
thereof prior to the time the same are required by the terms of the
Indebtedness being refinanced, other than a redemption or other retirement
at the option of the holder of such Indebtedness (including pursuant to an
offer to purchase made by the Company) which is conditioned upon a change
of control pursuant to provisions substantially similar to those described
under "--Repurchase at the Option of Holders upon a Change of Control";
(v) Indebtedness (a) in respect of performance, surety or appeal bonds
provided in the ordinary course of business, (b) in respect of guarantees
or letters of credit Incurred in the ordinary course of business or (c)
arising from customary agreements providing for indemnification, adjustment
of purchase price or similar obligations, or from guarantees or letters of
credit, surety bonds or performance bonds securing any obligations of the
Company or any of its Restricted Subsidiaries pursuant to such agreements,
in the case of this clause (c) Incurred in connection with the disposition
of any business, assets or Restricted Subsidiary (other than Guarantees of
Indebtedness Incurred by any Person acquiring all or any portion of such
business, assets or Restricted Subsidiary for the purpose of financing such
acquisition);
(vi) Indebtedness outstanding under the Notes and the Indenture;
(vii) Subordinated Indebtedness in an aggregate principal amount
outstanding at any one time not to exceed $100,000,000, less, in any case,
any amount of such Indebtedness permanently repaid as provided under the
covenant described above under "--Asset Sale";
(viii) Indebtedness of the Company not to exceed, at any one time
outstanding, two times (a) the Net Cash Proceeds received by the Company
after the Issue Date as a capital contribution or from the issuance and
sale of its Capital Stock (other than Disqualified Stock) to a Person that
is not a Subsidiary of the Company, to the extent (x) such capital
contribution or Net Cash Proceeds have not been used pursuant to clause
(iii)(c) of the first paragraph, or clause (ii) or (vi) of the second
paragraph, of the "--Limitation on Restricted Payments" covenant described
below to make a Restricted Payment and (y) if such capital contribution or
Net Cash Proceeds are used to consummate a transaction pursuant to which
the Company Incurs Acquired Indebtedness, the amount of such Net Cash
Proceed exceeds one-half of the amount of Acquired Indebtedness so Incurred
and (b) 80% of the fair market value of property (other than cash and cash
equivalents) received by the Company after the Issue Date from the sale of
its Capital Stock (other than Disqualified Stock) to a Person that is not a
Subsidiary of the Company, to the extent (x) such capital contribution or
Net Cash Proceeds have not been used pursuant to clause (iii)(c) of the
first paragraph, or clause (ii) or (vi) of the second paragraph, of the "--
Limitation on Restricted Payments" covenant described below to make a
Restricted Payment and (y) if such capital contribution or Capital Stock is
used to consummate a transaction pursuant to which the Company Incurs
Acquired Indebtedness, 80% of the fair market value of the property
received exceeds one-half of the amount of Acquired Indebtedness so
Incurred provided, in the case of each of clause (a) and (b), that any such
Indebtedness Incurred pursuant to this clause (viii) does not mature prior
to the Stated Maturity of the Notes and has an Average Life longer than the
Notes;
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(ix) Acquired Indebtedness;
(x) Indebtedness of the Company to the extent the net proceeds thereof
are promptly (a) used to repurchase Notes tendered as a result of a Change
of Control Offer or (b) deposited to defease the Notes as provided under
the covenant described below under "--Satisfaction and Discharge of the
Indenture, Defeasance"; and
(xi) Indebtedness not otherwise permitted to be Incurred pursuant to
clauses (i) through (x) above, which, together with any other outstanding
Indebtedness Incurred pursuant to this clause (xi), will not exceed
$5,000,000 aggregate principal amount at any one time outstanding.
For purposes of determining any particular amount of Indebtedness under this
"--Limitation on Consolidated Indebtedness" covenant, (i) Guarantees, Liens or
obligations with respect to letters of credit supporting Indebtedness
otherwise included in the determination of such particular amount shall not be
included and (ii) any Liens granted pursuant to the equal and ratable
provisions referred to in the "--Limitation on Liens" covenant described below
shall not be treated as Indebtedness. For purposes of determining compliance
with this "--Limitation on Consolidated Indebtedness" covenant, in the event
that an item of Indebtedness meets the criteria of more than one of the types
of Indebtedness described in the above clauses, the Company, in its sole
discretion, shall classify such item of Indebtedness and only be required to
include the amount and type of such Indebtedness in one of such clauses;
provided, however, that the Company may allocate portions of such Indebtedness
between or among such clauses.
Limitation on Restricted Payments
The Company will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, make any Restricted Payment unless, at the time of
and after giving effect to such proposed Restricted Payment (i) no Default or
Event of Default shall have occurred and be continuing or shall occur as a
consequence thereof, (ii) after giving effect, on a pro forma basis, to such
Restricted Payment and the incurrence of any Indebtedness the net proceeds of
which are used to finance such Restricted Payment, the Company could incur at
least $1.00 of additional Indebtedness pursuant to the first paragraph of "--
Limitation on Consolidated Indebtedness" and (iii) after giving effect to such
Restricted Payment on a pro forma basis, the aggregate amount expended (the
amount so expended, if other than cash, to be determined in good faith by a
majority of the disinterested members of the Board of Directors, whose
determination shall be conclusive and evidenced by a Board Resolution) or
declared for all Restricted Payments after the Issue Date does not exceed the
sum of (a) 50% of the Consolidated Net Income of the Company (or, if
Consolidated Net Income shall be a deficit, minus 100% of such deficit) for
the period (taken as one accounting period) beginning on the last day of the
fiscal quarter immediately preceding the Issue Date and ending on the last day
of the fiscal quarter for which the Company's financial statements are
available immediately preceding the date of such Restricted Payment, plus (b)
100% of the net reduction in Investments, subsequent to the Issue Date, in any
Person, resulting from payments of interest on Indebtedness, dividends,
repayments of loans or advances, or other transfers of Property (but only to
the extent such interest, dividends, repayments or other transfers of Property
are not included in the calculation of Consolidated Net Income), in each case
to the Company or any Restricted Subsidiary from any Person (including,
without limitation, from Unrestricted Subsidiaries) or from redesignations of
Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as
provided in the definition of "Investment"), not to exceed in the case of any
Person the amount of Investments previously made subsequent to the Issue Date
by the Company or any Restricted Subsidiary in such Person and which was
treated as a Restricted Payment; plus (c) the aggregate Net Cash Proceeds
received after the Issue Date (x) as capital contributions to the Company, (y)
from the issuance (other than to a Subsidiary of the Company) of Capital Stock
(other than Disqualified Stock) of the Company and warrants, rights or options
on Capital Stock (other than Disqualified Stock) of the Company, or (z) from
the conversion of Indebtedness of the Company into Capital Stock (other than
Disqualified Stock and other than by a Subsidiary of the Company) of the
Company after the date of the Indenture, except, in the case of this clause
(c), to the extent such Net Cash Proceeds are used to Incur Indebtedness
pursuant to clause (viii) under the covenant described above under "--
Limitation on Consolidated Indebtedness" or to make Restricted Payments
pursuant to clauses (ii) or (vi) of the second paragraph of this "Limitation
on Restricted Payments" covenant.
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The foregoing limitations shall not prevent the Company from (i) paying a
dividend on its Capital Stock at any time within 60 days after the declaration
thereof if, on the declaration date, the Company could have paid such dividend
in compliance with the preceding paragraph, (ii) retiring (a) any Capital
Stock of the Company or (b) any Indebtedness of the Company that is
subordinate in right of payment to the Notes, in exchange for, or out of the
proceeds of the substantially concurrent sale of Qualified Stock of the
Company, (iii) retiring any Indebtedness of the Company subordinated in right
of payment to the Notes in exchange for, or out of the proceeds of, the
substantially concurrent incurrence of Indebtedness of the Company (other than
Indebtedness to a Subsidiary of the Company), provided that such new
Indebtedness (a) is subordinated in right of payment to the Notes at least to
the same extent as the Indebtedness being refinanced, (b) has an Average Life
longer than the Notes, and (c) has no scheduled principal payments due in any
amount earlier than the equivalent amount of principal under the Indebtedness
so retired, (iv) retiring any Capital Stock or options to acquire Capital
Stock of the Company held by any directors, officers or employees of the
Company or any Restricted Subsidiary upon the termination of such Person's
tenure as a director or employee, as the case may be; provided that the
aggregate price paid for all such retired Capital Stock or options shall not
exceed $5,000,000 in the aggregate, (v) retiring any Capital Stock of the
Company to the extent necessary (as determined in good faith by a majority of
the disinterested members of the Board of Directors, whose determination shall
be conclusive and evidenced by a Board Resolution) to prevent the loss, or to
secure the renewal or reinstatement, of any license or franchise held by the
Company or any Restricted Subsidiary from any governmental agency, (vi)
Investments in any Person the primary business of which is related, ancillary
or complimentary to the business of the Company and its Restricted
Subsidiaries on the date of such Investments; provided that the aggregate
amount of Investments made pursuant to this clause (vi) does not exceed the
sum of (a) $20,000,000 and (b) the amount of Net Cash Proceeds received by the
Company after the Issue Date as a capital contribution or from the sale of its
Capital Stock (other than Disqualified Stock) to a Person who is not a
Subsidiary of the Company, except to the extent such Net Cash Proceeds are
used to Incur Indebtedness pursuant to clause (viii) under the covenant
described above under "--Limitation on Consolidated Indebtedness" or to make
Restricted Payments pursuant to clause (iii)(c) of the first paragraph, or
clause (ii) or this clause (vi) of this paragraph, of this "Limitation on
Restricted Payments" covenant, plus (c) the net reduction in Investments made
pursuant to this clause (vi) resulting from distributions on or repayments of
such Investments or from the Net Cash Proceeds from the sale of any such
Investment (except in each case to the extent any such payment or proceeds are
included in the calculation of Consolidated Net Income) or from such Person
becoming a Restricted Subsidiary (valued in each case as provided in the
definition of "Investment"), provided that the net reduction in any Investment
shall not exceed the amount of such Investment, (vii) the declaration or payment
of dividends on the Common Stock of the Company (so long as such dividends are
paid to the holders of all classes of Common Stock) following a Public Equity
Offering of such Common Stock of up to 6% per annum of the Net Cash Proceeds
received by the Company in such Public Equity Offering, (viii) payments or
distributions to dissenting stockholders pursuant to applicable law to the
extent required in connection with a consolidation, merger or transfer of assets
that complies with the provisions of the Indenture applicable to mergers,
consolidations and transfers of all or substantially all of the property and
assets of the Company and (ix) making Investments not otherwise permitted in an
aggregate amount not to exceed $2,000,000 at any one time outstanding.
In determining the amount of Restricted Payments permissible under this
covenant, amounts expended pursuant to clauses (ii) and (iii) of the foregoing
paragraph shall not be included as Restricted Payments.
Not later than the date of making any Restricted Payment (including any
Restricted Payment permitted to be made pursuant to the two previous
paragraphs), the Company shall deliver to the Trustee an Officers' Certificate
stating that such Restricted Payment is permitted and setting forth the basis
upon which the required calculations were computed, which calculations may be
based upon the Company's latest available financial statements.
Limitation on Liens
The Company may not, and may not permit any Restricted Subsidiary to,
directly or indirectly, Incur or suffer to exist any Lien on or with respect
to any Property or other assets or interests therein now owned or
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hereafter acquired or any income or profits therefrom or any interest thereon
to secure any Indebtedness without making, or causing such Restricted
Subsidiary to make, effective provision for securing the Notes equally and
ratably with such Indebtedness, provided that no Indebtedness of the Company
which is subordinate in right of payment to the Notes may be so secured.
The foregoing restrictions shall not apply to: (i) Liens existing on the
date of the Indenture and securing Indebtedness outstanding on the date of the
Indenture, (ii) Liens Incurred on or after the Issue Date pursuant to clause
(i) of the second paragraph under the covenant "--Limitation on Consolidated
Indebtedness", (iii) Liens in favor of the Company or any Significant
Restricted Subsidiary, (iv) Liens on Property of the Company or a Restricted
Subsidiary acquired, constructed or constituting improvements made after the
Issue Date to secure Indebtedness incurred pursuant to clause (ii) of the
second paragraph under "--Limitation on Consolidated Indebtedness" which is
otherwise permitted under the Indenture, provided that (a) the principal
amount of any Indebtedness secured by any such Lien does not exceed 100% of
such purchase price or cost of construction or improvement of the Property
subject to such Lien, (b) such Lien attaches to such Property prior to, at the
time of, or within 180 days after the engineering, acquisition, installation,
development, improvement, completion of construction or commencement of
operation of such Property and (c) such Lien does not extend to or cover any
Property other than the specific item of Property (or portion thereof)
acquired, engineered, constructed, installed, developed or constituting the
improvements made with the proceeds of such Indebtedness, (v) Liens to secure
Acquired Indebtedness, provided that (a) such Lien attaches to the acquired
asset prior to the time of the acquisition of such asset and (b) such Lien
does not extend to or cover any other Property, (vi) Liens to secure
Indebtedness Incurred to extend, renew, refinance or refund (or successive
extensions, renewals, refinancings or refundings), in whole or in part,
Indebtedness secured by any Lien referred to in the foregoing clauses (i),
(ii), (iv) and (v) so long as such Lien does not extend to any other Property
and the principal amount of Indebtedness so secured is not increased except as
otherwise permitted under clause (iv) of the second paragraph of
"--Limitation on Consolidated Indebtedness," (vii) Liens not otherwise
permitted by the foregoing clauses (i) through (vi) in an aggregate amount not
to exceed 5% of the Company's Consolidated Tangible Assets as of the date on
which any such Lien arises, (viii) Liens granted after the Issue Date pursuant
to the immediately preceding paragraph to secure the Notes and (ix) Permitted
Liens.
Limitation on Sale and Leaseback Transactions
The Company will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, enter into, assume, Guarantee or otherwise become
liable with respect to any Sale and Leaseback Transaction (other than a Sale
and Leaseback Transaction between the Company or a Restricted Subsidiary on
the one hand and a Restricted Subsidiary or the Company on the other hand),
unless (i) the Company or such Restricted Subsidiary, as the case may be,
receives consideration at the time of such Sale and Leaseback Transaction at
least equal to the Fair Market Value (as evidenced by a Board Resolution) of
the Property subject to such transaction, (ii) the Attributable Indebtedness
of the Company or such Restricted Subsidiary with respect thereto is included
as Indebtedness and would be permitted under the covenant described under "--
Limitation on Consolidated Indebtedness," (iii) the Company or such Restricted
Subsidiary would be permitted to create a Lien on such Property without
securing the Notes by the covenant described under "--Limitation on Liens" and
(iv) the Net Cash Proceeds from such transaction are applied in accordance
with the covenant described under "--Asset Sale."
Limitation on Dividends and Other Payment Restrictions Affecting Restricted
Subsidiaries
The Company will not, and will not permit any Restricted Subsidiary to,
directly or indirectly, cause or suffer to exist or become effective, or enter
into, any encumbrance or restriction (other than pursuant to law or
regulation) on the ability of any Restricted Subsidiary (i) to pay dividends
or make any other distributions in respect of its Capital Stock or pay any
Indebtedness or other obligation owed to the Company or any Restricted
Subsidiary, (ii) to make loans or advances to the Company or any Restricted
Subsidiary or (iii) to transfer any of its Property to the Company or any
other Restricted Subsidiary, except: (a) any encumbrance or restriction
existing as of the Issue Date, (b) any encumbrance or restriction pursuant to
an agreement relating to an
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acquisition of Property, so long as the encumbrances or restrictions in any
such agreement relate solely to the Property so acquired, (c) any encumbrance
or restriction relating to any Indebtedness of any Restricted Subsidiary
existing on the date on which such Restricted Subsidiary is acquired by the
Company or another Restricted Subsidiary (other than any such Indebtedness
Incurred by such Restricted Subsidiary in connection with or in anticipation
of such acquisition), (d) any encumbrance or restriction pursuant to an
agreement effecting a permitted refinancing of Indebtedness issued pursuant to
an agreement referred to in the foregoing clauses (a) through (c), so long as
the encumbrances and restrictions contained in any such refinancing agreement
are not materially more restrictive than the encumbrances and restrictions
contained in such agreements, (e) in the case of clause (iii) above only,
customary provisions (x) that restrict the subletting, assignment or transfer
of any Property or other asset that is a lease, license, conveyance or
contract or similar Property or other asset, (y) existing by virtue of any
transfer of, agreement to transfer, option or right with respect to, or Lien
on, any Property or other assets of the Company or any Restricted Subsidiary
not otherwise prohibited by the Indenture or (z) arising or agreed to in the
ordinary course of business, not relating to any Indebtedness, and that do
not, individually or in the aggregate, detract from the value of Property or
other assets of the Company or any Restricted Subsidiary in any manner
material to the Company or any Restricted Subsidiary, (f) in the case of
clause (iii) above only, restrictions contained in any security agreement
(including a Capital Lease Obligation) securing Indebtedness of the Company or
a Restricted Subsidiary otherwise permitted under the Indenture, but only to
the extent such restrictions restrict the transfer of the Property subject to
such security agreement, (g) any encumbrance or restriction pursuant to Senior
Indebtedness which is permitted to be outstanding under clause (i) of the
second paragraph of "--Limitation on Consolidated Indebtedness," (h) in the
case of clause (iii) only, any encumbrance or restriction pursuant to an
agreement for Indebtedness that is permitted to be outstanding under clause
(ii) of the second paragraph of "--Limitation on Consolidated Indebtedness,"
and (i) any restriction with respect to a Restricted Subsidiary imposed
pursuant to an agreement which has been entered into for the sale or
disposition of all or substantially all of the Capital Stock or assets of such
Restricted Subsidiary, provided that the consummation of such transaction
would not result in a Default, that such restriction terminates if such
transaction is not consummated and that the consummation or abandonment of
such transaction occurs within one year of the date such agreement was entered
into.
The foregoing limitations shall not prevent the Company or any Restricted
Subsidiary from (i) creating, incurring, assuming or suffering to exist any
Liens otherwise permitted under the "--Limitation on Liens" covenant or (ii)
restricting the sale or other disposition of Property or other assets of the
Company or any of its Restricted Subsidiaries that secure Indebtedness of the
Company or any of its Restricted Subsidiaries otherwise permitted under "--
Limitation on Consolidated Indebtedness."
Limitation on Issuance and Sale of Capital Stock of Restricted Subsidiaries
The Company will not sell, and will not permit any Restricted Subsidiary,
directly or indirectly, to issue or sell, any shares of Capital Stock of a
Restricted Subsidiary (including options, warrants or other rights to purchase
shares of such Capital Stock) except (i) to the Company or a Wholly Owned
Restricted Subsidiary; (ii) issuances of directors' qualifying shares or sales
to foreign nationals of shares of Capital Stock of foreign Restricted
Subsidiaries, to the extent required by applicable law; (iii) if, immediately
after giving effect to such issuance or sale, such Restricted Subsidiary would
no longer constitute a Restricted Subsidiary and any Investment in such Person
remaining after giving effect to such issuance or sale would have been
permitted to be made under the covenant described above under "--Limitation on
Restricted Payments" if made on the date of such issuance or sale; or (iv)
issuances or sales of Common Stock (other than Disqualified Stock) of a
Restricted Subsidiary, provided that the Company or such Restricted Subsidiary
applies the Net Cash Proceeds, if any, of any such sale in accordance with the
covenant described above under "--Asset Sale."
Transactions with Affiliates
The Company will not, and will not permit any of its Restricted Subsidiaries
to, directly or indirectly, sell, lease, transfer, or otherwise dispose of,
any of its Properties or assets to, or purchase any Property or other assets
from, or enter into any contract, agreement, understanding, loan, advance or
Guarantee with, or for the benefit of, any Affiliate (each of the foregoing,
an "Affiliate Transaction"), unless (i) such Affiliate Transaction or series
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of related Affiliate Transactions is on terms that are no less favorable to
the Company or such Restricted Subsidiary than those that could have been
obtained in a comparable arm's-length transaction by the Company or such
Restricted Subsidiary with a Person that is not an Affiliate (or, in the event
that there are no comparable transactions involving Persons who are not
Affiliates of the Company or the relevant Restricted Subsidiary to apply for
comparative purposes, is otherwise on terms that, taken as a whole, the
Company has determined to be fair to the Company or the relevant Restricted
Subsidiary) and (ii) the Company delivers to the Trustee (a) with respect to
any Affiliate Transaction involving aggregate payments or, in the case of
assets or Property, a Fair Market Value in excess of $1,000,000, a certificate
of the chief executive, operating or financial officer of the Company
evidencing such officer's determination that such Affiliate Transaction or
series of related Affiliate Transactions complies with clause (i) above and is
in the best interests of the Company or such Restricted Subsidiary, (b) with
respect to any Affiliate Transaction or series of related Affiliate
Transactions involving aggregate payments or, in the case of assets or
Property, a Fair Market Value in excess of $5,000,000, a Board Resolution
certifying that such Affiliate Transaction or series of related Affiliate
Transactions complies with clause (i) above and that such Affiliate
Transaction or series of related Affiliate Transactions has been approved by a
majority of the disinterested members of the Board of Directors who have
determined that such Affiliate Transaction or series of related Affiliate
Transactions is in the best interest of the Company or such Restricted
Subsidiary and (c) with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate payments or, in the case of
any assets or Property, a Fair Market Value in excess of $10,000,000, a
written opinion stating that the transaction complies with clause (i) above
from a financial point of view from an investment banking firm of national
standing in the United States which, in the good faith judgment of the Board
of Directors, is independent with respect to the Company and its Subsidiaries
and qualified to perform such task; provided that the following shall not be
deemed Affiliate Transactions: (1) any employment, noncompetition,
confidentiality or similar agreement entered into by the Company or any of its
Restricted Subsidiaries in the ordinary course of business, (2) any agreement
or arrangement with respect to the compensation of a director or officer of
the Company or any Restricted Subsidiary approved by a majority of the
disinterested members of the Board of Directors, (3) transactions permitted by
the covenant described under "--Limitation on Restricted Payments," (4)
transactions pursuant to any agreement or arrangement existing on the Issue
Date, including any renewal, replacement, extension, amendment or other
modification thereof, provided such modifications are not materially more
adverse to the Company or the Restricted Subsidiaries, (5) issuances of
Capital Stock of the Company to any Affiliates and (6) the sale of
telecommunications services to any Affiliate on an arm's length basis which is
undertaken in the ordinary course of the Company's business.
Restricted and Unrestricted Subsidiaries
(i) The Company may designate a Subsidiary (including a newly formed or
newly acquired Subsidiary) of the Company or any of its Restricted
Subsidiaries as an Unrestricted Subsidiary if such Subsidiary does not have
any obligations which, if in default, would result in a cross default on
Indebtedness of the Company or a Restricted Subsidiary (other than
Indebtedness to the Company or a Significant Restricted Subsidiary), and
(a) such Subsidiary has total assets of $1,000 or less, (b) such Subsidiary
has assets of more than $1,000 and an Investment in such Subsidiary in an
amount equal to the Fair Market Value of such Subsidiary would then be
permitted under the first paragraph of "--Limitation on Restricted
Payments" or (c) such designation is effective immediately upon such Person
becoming a Subsidiary. Unless so designated as an Unrestricted Subsidiary,
any Person that becomes a Subsidiary of the Company shall be classified as
a Restricted Subsidiary thereof.
(ii) The Company may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that (a) no Default or Event of Default
shall have occurred and be continuing at the time of or after giving effect
to such designation and (b) all Liens and Indebtedness of such Unrestricted
Subsidiary outstanding immediately after such designation would, if
Incurred at such time, have been permitted to be Incurred (and shall be
deemed to have been Incurred) for all purposes of the Indenture.
(iii) The designation of a Subsidiary as an Unrestricted Subsidiary or
the designation of an Unrestricted Subsidiary as a Restricted Subsidiary in
compliance with clause (ii) shall be made by the Board of Directors
pursuant to a Board Resolution and shall be effective as of the date
specified in such Board Resolution.
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Reports
The Company has agreed that, for so long as any Notes remain outstanding, it
will furnish to the Holders, to securities analysts and to prospective
investors, upon their request, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act. The Company will file
with the Trustee within 15 days after it files them with the Commission copies
of the annual reports on Form 10-K and the information, documents, and other
reports that the Company is required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act as well as quarterly reports ("SEC
Reports"). In the event the Company shall cease to be required to file SEC
Reports pursuant to either of such sections of the Exchange Act, the Company
will nevertheless continue to file such reports with the Commission (unless
the Commission will not accept such a filing) and the Trustee. The Company
will furnish copies of the SEC Reports to the Holders of Notes at the time the
Company is required to file the same with the Trustee.
AMALGAMATION, CONSOLIDATION, MERGER, CONVEYANCE, LEASE OR TRANSFER
The Company will not, in any transaction or series of related transactions,
amalgamate or consolidate with, or merge with or into, any other Person (other
than a merger of a Restricted Subsidiary into the Company in which the Company
is the surviving corporation), or sell, convey, assign, transfer, lease or
otherwise dispose of all or substantially all of the Property and assets of
the Company and its Restricted Subsidiaries taken as a whole to any other
Person, unless:
(i) either (a) the Company shall be the surviving corporation or (b) the
corporation (if other than the Company) formed by such amalgamation or
consolidation or into which the Company is merged, or the Person which
acquires, by sale, assignment, conveyance, transfer, lease or disposition,
all or substantially all of the Property and assets of the Company and the
Restricted Subsidiaries taken as a whole (such corporation or Person, the
"Surviving Entity"), shall be a corporation organized and validly existing
under the laws of the United States of America, any political subdivision
thereof, any state thereof or the District of Columbia and shall expressly
assume, by a supplemental indenture, the due and punctual payment of the
principal of (and premium, if any) and interest on all the Notes and the
performance of the Company's covenants and obligations under the Indenture;
(ii) immediately after giving effect to such transaction or series of
related transactions on a pro forma basis (including, without limitation,
any Indebtedness incurred in connection with or in respect of such
transaction or series of related transactions), no Default shall have
occurred and be continuing;
(iii) immediately after giving effect to such transaction or series of
related transactions on a pro forma basis (including, without limitation,
any Indebtedness incurred in connection with or in respect of, and any
Indebtedness to be repaid in connection with or as a result of, such
transaction or series of related transactions), the Company (or the
Surviving Entity, if the Company is not the surviving corporation) (A)
shall have a Consolidated Net Worth equal to or greater than the
Consolidated Net Worth of the Company immediately prior to such transaction
and (B) would be permitted to Incur at least $1 of additional Indebtedness
pursuant to the first paragraph of the covenant "--Limitation on
Consolidated Indebtedness"; provided that this clause (iii)(B) shall not
apply to (x) a consolidation, merger or sale of all (but not less than all)
of the assets of the Company if all Liens and Indebtedness of the Company
or the Surviving Entity, as the case may be, and its Restricted
Subsidiaries outstanding immediately after such transaction would, if
Incurred at such time, have been permitted to be Incurred (and all such
Liens and Indebtedness, other than Liens and Indebtedness of the Company
and its Restricted Subsidiaries outstanding immediately prior to the
transaction, shall be deemed to have been Incurred for all purposes of the
Indenture) or (y) a consolidation, merger or sale of all or substantially
all of the assets of the Company if immediately after giving effect to such
transaction or series of related transactions on a pro forma basis
(including, without limitation, any Indebtedness incurred in connection
with or in respect of, and any Indebtedness to be repaid in connection with
or as a result of, such transaction or series of related transactions) the
Company's (or the Surviving Entity's) leverage ratio computed pursuant to
the first paragraph under "--Limitation on Consolidated Indebtedness" would
be equal to or less than the leverage ratio of the Company immediately
prior to such transaction.
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(iv) if, as a result of any such transaction, Property of the Company
would become subject to a Lien prohibited by the provisions of the
Indenture described under "--Limitation on Liens" above, the Company or the
Surviving Entity to the Company shall have secured the Notes as required
thereby; and
(v) the Company delivers to the Trustee an Officers' Certificate
(attaching the arithmetic computations to demonstrate compliance with
clause (iii)) and Opinion of Counsel, in each case stating that such
consolidation, merger or transfer and such supplemental indenture complies
with this provision and that all conditions precedent provided for herein
relating to such transaction have been complied with.
EVENTS OF DEFAULT
Each of the following is an "Event of Default" under the Indenture:
(i) default in the payment of interest (including Additional Interest, if
any) on any Note when the same becomes due and payable, and the continuance
of such default for a period of 30 days;
(ii) default in the payment of the principal of (or premium, if any, on)
any Note at its maturity, upon optional redemption, including a Change in
Control Redemption Offer, required repurchase (including pursuant to a
Change of Control Offer or an Asset Sale Offer) or otherwise or the failure
to make an offer to purchase any Note as required under the Indenture;
(iii) default in the performance, or breach, of any covenant or warranty
of the Company in the Indenture (other than a covenant or warranty
addressed in clauses (i) or (ii) above) and continuance of such Default or
breach for a period of 60 days after written notice thereof has been given
to the Company by the Trustee or to the Company and the Trustee by Holders
of at least 25% of the aggregate stated principal amount at maturity of the
outstanding Notes;
(iv) (a) any principal payment in excess of $1,000,000 with respect to
Indebtedness of the Company or any Restricted Subsidiary is not paid when
due within the applicable grace period, if any, or (b) Indebtedness of the
Company or any Restricted Subsidiary is accelerated by the Holders thereof
and the principal amount of such accelerated Indebtedness exceeds
$5,000,000;
(v) the entry by a court of competent jurisdiction of one or more final
judgments against the Company or any Restricted Subsidiary in an uninsured
or unindemnified aggregate amount in excess of $10,000,000 which is not
discharged, waived, appealed, stayed, bonded or satisfied for a period of
60 consecutive days; or
(vi) certain events of bankruptcy, insolvency or reorganization affecting
the Company or any Restricted Subsidiary shall occur.
If any Event of Default (other than an Event of Default specified in clause
(vi) above) occurs and is continuing, then and in every such case either the
Trustee or the Holders of not less than 25% of the aggregate stated principal
amount at maturity of the outstanding Notes may declare the Accreted Value of,
and any accrued and unpaid Current Interest on, all Notes then outstanding to
be immediately due and payable by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration, such Accreted
Value and any accrued and unpaid Current Interest thereon will become and be
immediately due and payable. If any Event of Default specified in clause (vi)
above occurs, the Accreted Value of, and any accrued and unpaid Current
Interest on, the Notes then outstanding shall become immediately due and
payable without any declaration or other act on the part of either the Trustee
or any Holder. In the event of a declaration of acceleration because an Event
of Default set forth in clause (iv) above has occurred and is continuing, such
declaration of acceleration shall be automatically rescinded and annulled if
the event of default triggering such Event of Default pursuant to clause (iv)
shall be remedied, or cured or waived by the holders of the relevant
Indebtedness, within 60 days after such Event of Default.
The Company will be required to deliver to the Trustee on or before a date
not more than 90 days after the end of each fiscal year a statement regarding
compliance with the Indenture. In addition, the Company is required within 30
days after becoming aware of any Default or Event of Default, to deliver to
the Trustee a statement
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describing such Default or Event of Default, its status and what action the
Company is taking or proposes to take with respect thereto. The Trustee may
withhold from Holders notice of any continuing Default or Event of Default
(other than relating to the payment of principal or interest) if the Trustee
determines that withholding such notice is in the Holders' interest.
AMENDMENT, SUPPLEMENT AND WAIVER
The Company and the Trustee may, at any time and from time to time, without
notice to or consent of any Holder of Notes, enter into one or more indentures
supplemental to the Indenture (i) to evidence the succession of another Person
to the Company in accordance with the terms of the Indenture and the
assumption by such successor of the covenants of the Company in the Indenture
and the Notes, (ii) to add to the covenants of the Company, for the benefit of
the Holders, or to surrender any right or power conferred upon the Company by
the Indenture, (iii) to add any additional Events of Default, (iv) to evidence
and provide for the acceptance of appointment under the Indenture of a
successor Trustee, (v) to secure the Notes, (vi) to cure any ambiguity in the
Indenture, to correct or supplement any provision in the Indenture which may
be inconsistent with any other provision therein or to add any other
provisions with respect to matters or questions arising under the Indenture;
provided such actions shall not adversely affect the interests of the Holders
in any material respect or (vii) to comply with the requirements of the
Commission or any other regulatory authority in order to effect or maintain
the qualification of the Indenture under the Trust Indenture Act.
With the consent of the Holders of not less than a majority in stated
principal amount at maturity of the outstanding Notes, the Company and the
Trustee may enter into one or more indentures supplemental to the Indenture
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or modifying in any manner
the rights of the Holders; provided that no such supplemental indenture shall,
without the consent of the Holder of each outstanding Note: (i) change the
Stated Maturity of the principal of, or the due date of any installment of
interest on, any Note, or alter the redemption provisions thereof, or reduce
the principal amount thereof (or premium, if any), or the interest thereon
that would be due and payable upon Maturity thereof, or change the place of
payment where, or the coin or currency in which, any Note or any premium or
interest thereon is payable, (ii) reduce the percentage in stated principal
amount at maturity of the outstanding Notes, (iii) subordinate in right of
payment, or otherwise subordinate, the Notes to any other Indebtedness, (iv)
impair the right to institute suit for the enforcement of any payment with
respect to the Notes, (v) make any change that would result in the Company
being required to make any deduction or withholding from any payment made
under or with respect to the Notes or modify any provision of this paragraph
(except to increase any percentage set forth herein).
The Holders of not less than a majority in stated principal amount at
maturity of the outstanding Notes may, on behalf of the Holders of all the
Notes, waive any past Default under the Indenture and its consequences, except
a Default (i) in the payment of any amount on any Note, or (ii) in respect of
a covenant or provision hereof which under the proviso to the prior paragraph
cannot be modified or amended without the consent of the Holder of each
outstanding Note affected.
Satisfaction and Discharge of the Indenture, Defeasance
The Company may terminate its obligations under the Indenture when (i)
either (a) all outstanding Notes have been delivered to the Trustee for
cancellation or (b) all such Notes not theretofore delivered to the Trustee
for cancellation have become due and payable, will become due and payable
within one year or are to be called for redemption within one year under
irrevocable arrangements satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name and at the expense of the Company,
and the Company has irrevocably deposited or caused to be deposited with the
Trustee funds in an amount sufficient to pay and discharge the entire
indebtedness on the Notes not theretofore delivered to the Trustee for
cancellation, for principal of (or premium, if any, on) and interest to the
date of deposit or maturity or date of redemption, (ii) the Company has paid
or caused to be paid all sums payable by the Company under the Indenture and
(iii) the Company has delivered an Officers' Certificate and an Opinion of
Counsel relating to compliance with the conditions set forth in the Indenture.
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The Company, at its election, shall (i) be deemed to have paid and
discharged its debt on the Notes and the Indenture shall cease to be of
further effect as to all outstanding Notes (except as to (a) rights of
registration of transfer, substitution and exchange of Notes and the Company's
right of optional redemption, (b) rights of Holders to receive payments of
principal of, premium, if any, and interest on the Notes (but not the Change
of Control Purchase Price or the Offer Purchase Price), (c) the rights,
obligations and immunities of the Trustee under the Indenture and (d) certain
other specified provisions in the Indenture) and (ii) cease to be under any
obligation to comply with certain restrictive covenants including those
described under "--Certain Covenants," after the irrevocable deposit by the
Company with the Trustee, in trust for the benefit of the Holders, at any time
prior to the Maturity of the Notes, of (a) United States dollars in an amount,
(b) U.S. Government Obligations which through the payment of interest and
principal will provide, not later than one day before the due date of payment
in respect of the Notes, money in an amount, or (c) a combination thereof,
sufficient to pay and discharge the principal of, and interest on, the Notes
then outstanding on the dates on which any such payments are due in accordance
with the terms of the Indenture and of the Notes. Such defeasance or covenant
defeasance shall be deemed to occur only if certain conditions are satisfied,
including, among other things, delivery by the Company to the Trustee of an
opinion of independent counsel, reasonably acceptable to the Trustee to the
effect that (i) such deposit, defeasance and discharge will not be deemed, or
result in, a taxable event for U.S. federal income tax purposes with respect
to the Holders (and, in the case of defeasance only, such opinion of counsel
must be based on a ruling of the Internal Revenue Service or other change in
applicable U.S. federal income tax law), and (ii) the Company's deposit will
not result in the trust created thereby or the Trustee being subject to
regulation under the Investment Company Act of 1940, as amended.
THE TRUSTEE
Harris Trust and Savings Bank will be the Trustee under the Indenture and
its current address is 111 West Monroe Street, Chicago, Illinois 60690-0755.
The Holders of not less than a majority in stated principal amount at
maturity of the outstanding Notes will have the right to direct the time,
method and place of conducting any proceeding for exercising any remedy
available to the Trustee, subject to certain exceptions. Except during the
continuance of an Event of Default, the Trustee will perform only such duties
as are specifically set forth in the Indenture. The Indenture provides that in
case an Event of Default shall occur (which shall not be cured or waived), the
Trustee will be required, in the exercise of its rights and powers under the
Indenture, to use the degree of care of a prudent person in the conduct of
such person's own affairs. Subject to such provisions, the Trustee will be
under no obligation to exercise any of its rights or powers under the
Indenture at the request of any of the Holders, unless such Holders shall have
offered to the Trustee indemnity satisfactory to it against any loss,
liability or expense.
No Personal Liability of Controlling Persons, Directors, Officers, Employees
and Stockholders
No controlling Person, director, officer, employee, incorporator or
stockholder of the Company, as such, shall have any liability for any
covenant, agreement or other obligations of the Company under the Notes or the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation, solely by reason of its past, present or future
status as a controlling Person, director, officer, employee, incorporator or
stockholder of the Company. By accepting a Note each Holder waives and
releases all such liability (but only such liability). The waiver and release
are part of the consideration for issuance of the Notes. Nonetheless, such
waiver may not be effective to waive liabilities under the Federal securities
laws and it has been the view of the Commission that such a waiver is against
public policy.
GOVERNING LAW
The Indenture and the Notes will be governed by and construed in accordance
with the laws of the State of New York without giving effect to its conflicts
of laws provisions.
TRANSFER AND EXCHANGE
The Senior Notes will be subject to certain restrictions on transfer. A
Holder may transfer or exchange Notes in accordance with the Indenture. The
Company, the Registrar and the Trustee may require a Holder, among
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other things, to furnish appropriate endorsements and transfer documents and
the Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture.
EXCHANGE OFFER; REGISTRATION RIGHTS
The Company entered into a Registration Agreement with the Initial
Purchasers for the benefit of the holders of Senior Notes, pursuant to which
the Company has filed a Registration Statement (of which this Prospectus
constitutes a part) with the Commission (the "Exchange Offer") registering the
exchange of the Senior Notes for the Exchange Notes having terms substantially
identical in all material respects to the Senior Notes (except that the
Exchange Notes will not contain terms with respect to transfer restrictions
and will not be entitled to certain benefits under the Registration
Agreement). The Company will offer the Exchange Notes in exchange for
surrender of the Senior Notes. Pursuant to the Registration Agreement, the
Company will keep the Exchange Offer open for not less than 30 days (or longer
if required by applicable law) after the date notice of the Exchange Offer is
mailed to the holders of the Senior Notes. For each Senior Note surrendered to
the Company pursuant to the Exchange Offer, the holder of such Senior Note
will receive an Exchange Note having a stated principal amount at maturity
equal to that of the surrendered Senior Note. Under existing Commission
interpretations, the Exchange Notes would be freely transferable by holders
other than affiliates of the Company after the Exchange Offer without further
registration under the Securities Act if the holder of the Exchange Notes
represents that it is acquiring the Exchange Notes in the ordinary course of
its business, that it has no arrangement or understanding with any person to
participate in the distribution of the Exchange Notes and that it is not an
affiliate of the Company, as such terms are interpreted by the Commission;
provided that broker-dealers ("Participating Broker-Dealers") receiving
Exchange Notes in the Exchange Offer will have a prospectus delivery
requirement with respect to resales of such Exchange Notes. The Commission has
taken the position that Participating Broker-Dealers may fulfill their
prospectus delivery requirements with respect to Exchange Notes (other than a
resale of an unsold allotment from the original sale of the Senior Notes) with
the prospectus contained in the Registration Statement. Under the Registration
Agreement, the Company is required to allow Participating Broker-Dealers and
other persons, if any, with similar prospectus delivery requirements to use
this Prospectus in connection with the resale of such Exchange Notes. The
Registration Statement will be kept effective for a period of 90 days after
the Exchange Offer has been consummated in order to permit resales of Exchange
Notes acquired by broker-dealers in after-market transactions.
A holder of Senior Notes (other than certain specified holders) who wishes
to exchange such Senior Notes for Exchange Notes in the Exchange Offer will be
required to represent that any Exchange Notes to be received by it will be
acquired in the ordinary course of its business and that at the time of the
commencement of the Exchange Offer it has no arrangement or understanding with
any person to participate in the distribution (within the meaning of the
Securities Act) of the Exchange Notes and that it is not an "affiliate" of the
Company, as defined in Rule 405 of the Securities Act, or if it is an
affiliate, that it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable.
The Company has filed the Registration Statement and will commence the
Exchange Offer pursuant to the Registration Agreement. In the event that (i)
applicable interpretations of the staff of the Commission do not permit the
Company to effect the Exchange Offer, (ii) for any other reason the
Registration Statement is not declared effective within 180 days after the
date of original issuance of the Senior Notes, (iii) the Exchange Offer is not
consummated (the term "consummated" as used in this context shall mean that
the Company has offered the Exchange Notes in exchange for surrender of the
Senior Notes, kept such offer open for the period of time required above and
fulfilled all of its other obligations under such offer) within 210 days after
the date of original issuance of the Senior Notes, (iv) the Initial Purchasers
so request with respect to Senior Notes held by such Initial Purchasers and
thus not eligible to be exchanged for Exchange Notes in the Exchange Offer, or
(v) any holder of the Senior Notes (other than an Initial Purchaser or any
affiliate of the Company) does not receive freely tradeable Exchange Notes in
the Exchange Offer (it being understood that, for purposes of this clause (v),
(a) the requirement that a holder deliver a prospectus containing the
information required by Items 507 and/or 508 of Regulation S-K under the
Securities Act in connection with sales of Exchange Notes acquired in exchange
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for the Senior Notes shall result in such Exchange Notes being not "freely
tradeable" but (b) the requirement that a Participating Broker-Dealer deliver
a prospectus in connection with sales of Exchange Notes acquired in the
Exchange Offer in exchange for Senior Notes acquired as a result of market
making activities or other trading activities shall not result in the Exchange
Notes being not "freely tradeable"), the Company will, at its cost, (x) as
promptly as practicable, file a Shelf Registration Statement covering resales
of the Senior Notes or the Exchange Notes, as the case may be, (y) use its
reasonable best efforts to cause the Shelf Registration Statement to be
declared effective under the Securities Act and (z) keep the Shelf
Registration Statement effective until two years (or any shorter period under
Rule 144(k) under the Securities Act) after its effective date (or until one
year after such effective date if such Shelf Registration Statement is filed
at the request of an Initial Purchaser) or such shorter period that will
terminate when all the Senior Notes or Exchange Notes, as applicable, covered
by the Shelf Registration Statement have been sold. The Company will, in the
event a Shelf Registration Statement is filed, among other things, provide to
each holder for whom such Shelf Registration Statement was filed copies of the
prospectus which is a part of the Shelf Registration Statement, notify each
such holder when the Shelf Registration Statement has become effective and
take certain other actions as are required to permit unrestricted resales of
the Senior Notes or the Exchange Notes, as the case may be. A holder selling
such Senior Notes or Exchange Notes pursuant to the Shelf Registration
Statement generally would be required to be named as a selling security holder
in the related prospectus and to deliver a prospectus to purchasers, will be
subject to certain of the civil liability provisions under the Securities Act
in connection with such sales and will be bound by the provisions of the
Registration Agreement which are applicable to such holder (including certain
indemnification obligations).
In the event that (i) either the Exchange Offer has not been consummated or
the Shelf Registration Statement has not been declared effective on or prior
to the 210th day following the date of original issuance of the Senior Notes;
or (ii) after the Shelf Registration Statement has been declared effective,
such Registration Statement thereafter ceases to be effective or usable
(subject to certain exceptions) in connection with resales of Senior Notes or
Exchange Notes in accordance with and during the periods specified in the
Registration Agreement without being succeeded promptly by an additional
registration statement filed and declared effective (each such event referred
to in clauses (i) and (ii) a "Registration Default"), interest ("Additional
Interest") will accrue on the Senior Notes and the Exchange Notes (in addition
to the stated interest on the Senior Notes and the Exchange Notes) from and
including the date on which any such Registration Default shall occur to but
excluding the date on which all Registration Defaults have been cured.
Additional Interest will be payable in cash semiannually in arrears on August
15 and February 15 of each year, beginning on the August 15 or February 15
immediately following a Registration Default, at a rate per annum equal to
0.50% of the Accreted Value of the Notes (determined daily) at the end of each
subsequent 90-day period. In no event shall such rate per annum exceed 1.50%
of the Accreted Value of the Notes (determined daily) in the aggregate
regardless of the number of Registration Defaults.
The summary herein of certain provisions of the Registration Agreement does
not purport to be complete and is subject to, and is qualified in its entirety
by reference to, all the provisions of the Registration Agreement, a copy of
which is available upon request to the Company.
CERTAIN DEFINITIONS
Set forth below is a summary of certain of the defined terms used in the
Indenture. Reference is made to the Indenture for the full definition of all
such terms, as well as any capitalized terms used herein for which no
definition is provided.
"Accreted Value" means, as of any date (the "Specified Date"), with respect
to each $1,000 stated principal amount at maturity of Notes the sum of (i) the
Issue Price of each Note and (ii) the amount of accrued but unpaid Deferred
Interest on such Note to the Specified Date such that:
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(a) If the Specified Date is one of the following dates (each a
"Semiannual Accrual Date") the Accreted Value will be the amount set forth
opposite such date below:
<TABLE>
<CAPTION>
SEMIANNUAL ACCRUAL DATE ACCRETED VALUE
----------------------- --------------
<S> <C>
February 18, 1998.......................................... $ 555.66
August 15, 1998............................................ $ 588.77
February 15, 1999.......................................... $ 624.46
August 15, 1999............................................ $ 662.32
February 15, 2000.......................................... $ 702.47
August 15, 2000............................................ $ 745.06
February 15, 2001.......................................... $ 790.23
August 15, 2001............................................ $ 838.14
February 15, 2002.......................................... $ 888.95
August 15, 2002............................................ $ 942.84
February 15, 2003 and thereafter........................... $1,000.00
</TABLE>
(b) If the Specified Date occurs before February 15, 2003, and between
two Semiannual Accrual Dates, the Accreted Value shall be the sum of (x)
the Accreted Value for the Semiannual Accrual Date immediately preceding
the Specified Date and (y) an amount equal to the Deferred Interest accrued
from such Semiannual Accrual Date to the Specified Date.
"Acquired Indebtedness" means, with respect to any specified Person,
Indebtedness of any other Person existing at the time such other Person merged
with or into or became a Subsidiary of such specified Person; provided that
such Indebtedness was not incurred in connection with, or in anticipation or
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person, but excluding Indebtedness which is
extinguished, retired or repaid in connection with such other Person merging
with or into or becoming a Subsidiary of such specified Person.
"Affiliate" means, as to any Person, any other Person which directly or
indirectly controls, or is under common control with, or is controlled by,
such Person; provided that each Unrestricted Subsidiary shall be deemed to be
an Affiliate of the Company and of each other Subsidiary of the Company;
provided further that neither the Company nor any of its Restricted
Subsidiaries shall be deemed to be Affiliates of each other. For purposes of
this definition, "control" (including, with correlative meanings, the terms
"controlling," "under common control with" and "controlled by"), as used with
respect to any Person, shall mean the possession, directly or indirectly, of
the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of Voting Stock, by agreement or
otherwise.
"Asset Sale" means any transfer, conveyance, sale, lease or other
disposition by the Company or any of its Restricted Subsidiaries (including an
amalgamation, consolidation or merger or other sale of any such Restricted
Subsidiary with, into or to any Person (other than the Company or any other
Restricted Subsidiary) in a transaction in which such Restricted Subsidiary
ceases to be a Restricted Subsidiary of the Company, but excluding a
disposition by a Restricted Subsidiary to the Company or a Significant
Restricted Subsidiary or by the Company to a Significant Restricted
Subsidiary) of (i) shares of Capital Stock or other ownership interests of a
Subsidiary of the Company (other than pursuant to an amalgamation, merger or
consolidation of a Restricted Subsidiary into the Company or any Restricted
Subsidiary), (ii) substantially all of the assets of the Company or any
Restricted Subsidiary representing a division or line of business (other than
as part of a Permitted Investment) or (iii) other assets or rights of the
Company or any of its Restricted Subsidiaries outside of the ordinary course
of business and, in each case, that is not governed by the provisions of the
Indenture applicable to amalgamations, consolidations, mergers, and transfers
of all or substantially all of the assets of the Company; provided that "Asset
Sale" shall not include (a) sales or other dispositions of inventory,
receivables and other current assets in the ordinary course of business or
sales or other dispositions of equipment that has become worn-out, obsolete or
damaged or otherwise unsuitable for use in connection with the business of the
Company or a Restricted Subsidiary, (b) contemporaneous exchanges by the
Company or any Restricted Subsidiary of
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Telecommunications Assets for other Telecommunications Assets in the ordinary
course of business; provided that the applicable Telecommunications Assets
received by the Company or such Restricted Subsidiary have at least
substantially equal Fair Market Value to the Company or such Restricted
Subsidiary (as evidenced by a Board Resolution), or (c) the sale or other
disposition of any assets (x) with a Fair Market Value (as certified in an
Officers' Certificate) not in excess of $1,000,000 or (y) that constitute
Restricted Payments which are permitted under the covenant "--Limitation on
Restricted Payments" above.
"Attributable Indebtedness" means, with respect to any Sale and Leaseback
Transaction of any Person, as at the time of determination, the greater of (i)
the capitalized amount in respect of such transaction that would appear on the
balance sheet of such Person in accordance with GAAP and (ii) the present
value (discounted at a rate consistent with accounting guidelines, as
determined in good faith by the responsible accounting officer of such Person)
of the payments during the remaining term of the lease (including any period
for which such lease has been extended or may, at the option of the lessor, be
extended) or until the earliest date on which the lessee may terminate such
lease without penalty or upon payment of a penalty (in which case the payments
during the remaining term shall include such penalty).
"Average Life" means, as of any date, with respect to any debt security or
Disqualified Stock, the quotient obtained by dividing (i) the sum of the
products of (a) the number of years from such date to the dates of each
scheduled principal payment or redemption payment (including any sinking fund
or mandatory redemption payment requirements) of such debt security or
Disqualified Stock multiplied in each case by (b) the amount of such principal
or redemption payment, by (ii) the sum of all such principal or redemption
payments.
"Board of Directors" means the Board of Directors of the Company or any
committee thereof duly authorized to act on behalf of the Board of Directors.
"Board Resolution" means a copy of a resolution, certified by the Secretary
of the Company to have been a duly adopted resolution of the Board of
Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee within 60 days of adoption
thereof.
"Capital Lease Obligation" of any Person means the obligation to pay rent or
other payment amounts under a lease of (or other Indebtedness arrangement
conveying the right to use) real or personal Property which is required to be
classified and accounted for as a capital lease or a liability on the face of
a balance sheet of such Person prepared in accordance with GAAP, and the
maturity thereof shall be the date of the last payment of rent or any amount
due under such lease prior to the first date upon which such lease may be
terminated by the lessee without payment of a penalty. The principal amount of
such obligation shall be the capitalized amount that would appear on the face
of a balance sheet of such Person in accordance with GAAP.
"Capital Stock" in any Person means any and all shares, interests,
participation or other equivalents of an equity interest (however designated)
in such Person and any rights (other than Indebtedness convertible into an
equity interest), warrants or options to subscribe for or acquire an equity
interest in such Person.
"Change of Control" shall be deemed to occur if (i) the sale, conveyance,
transfer or lease of all or substantially all of the assets of the Company to
any "Person" or "group" (as such term is used in Sections 13(d)(3) and
14(d)(2) of the Exchange Act, including any group acting for the purpose of
acquiring, holding or disposing of securities within the meaning of Rule 13d-
5(b)(i) under the Exchange Act), other than any Permitted Holder (as defined
below) or any Restricted Subsidiary, shall have occurred, (ii) any "Person" or
"group" (as the term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange
Act, including any group acting for the purpose of acquiring, holding or
disposing of securities within the meaning of Rule 13d-5(b)(i) under the
Exchange Act), other than any Permitted Holder, becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act) of more than 50% of the
total voting power of all classes of the Voting Stock of the Company
(including any warrants, options or rights to acquire such Voting Stock),
calculated on a fully diluted basis, (iii) at any time after a Public Market
shall exist, during any period of two consecutive years, individuals who at
the beginning of such period constituted the Board of Directors (together with
(a) any directors whose
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election or appointment by the Board of Directors or whose nomination for
election by the stockholders of the Company was approved by a vote of a
majority of the directors then still in office who were either directors at
the beginning of such period or whose election or nomination for election was
previously so approved and (b) any directors elected pursuant to the terms of
any shareholders' agreement among the Company's shareholders) cease for any
reason to constitute a majority of the Board of Directors then in office or
(iv) the merger, amalgamation or consolidation of the Company with or into
another Person or the merger of another Person with or into the Company shall
have occurred, and the securities of the Company that are outstanding
immediately prior to such transaction and which represent 100% of the
aggregate voting power of the Voting Stock of the Company are changed into or
exchanged for cash, securities or property, unless pursuant to such
transaction such securities are changed into or exchanged for, in addition to
any other consideration, securities of the surviving corporation that
represent immediately after giving effect to such transaction, at least a
majority of the aggregate voting power of the Voting Stock of the surviving
corporation.
"Common Stock" means, with respect to the Company, the Class A Common Stock,
Class B Common Stock, Class C Common Stock or any similar common stock of the
Company.
"Consolidated Cash Flow Available for Fixed Charges" for any period means
the Consolidated Net Income of the Company and its Restricted Subsidiaries for
such period increased, to the extent deducted in arriving at Consolidated Net
Income, by the sum of (i) Consolidated Interest Expense of the Company and its
Restricted Subsidiaries for such period, (ii) Consolidated Income Tax Expense
of the Company and its Restricted Subsidiaries for such period, (iii) the
consolidated depreciation and amortization expense of the Company and its
Restricted Subsidiaries for such period, (iv) any non-cash expense related to
the issuance to employees of the Company or any Restricted Subsidiary of
options to purchase Capital Stock of the Company or such Restricted
Subsidiary, (v) any charge related to any premium or penalty paid in
connection with redeeming or retiring any Indebtedness prior to its stated
maturity and (vi) any non-cash expense related to a purchase accounting
adjustment not requiring an accrual or reserve and separately disclosed in the
Company's consolidated statement of operations and deficit, and decreased by
the amount of any non-cash item that increases such Consolidated Net Income,
all as determined on a consolidated basis in accordance with GAAP; provided
that (a) there shall be excluded therefrom the Consolidated Cash Flow
Available for Fixed Charges (if positive) of any Restricted Subsidiary
(calculated separately for such Restricted Subsidiary in the same manner as
provided above for the Company) that is subject to a restriction which
prevents the payment of dividends or the making of distributions to the
Company or another Restricted Subsidiary to the extent of such restriction and
(b) (1) if, during or after such period, the Company or any of its Restricted
Subsidiaries shall have made any disposition of any Person or business, then
Consolidated Cash Flow Available for Fixed Charges of the Company and its
Restricted Subsidiaries shall be computed so as to give pro forma effect to
such disposition and (2) if, during or after such period, the Company or any
of its Restricted Subsidiaries completes an acquisition of any Person or
business which immediately after such acquisition is a Subsidiary of such
Person or whose assets are held directly by the Company or a Restricted
Subsidiary, then Consolidated Cash Flow Available for Fixed Charges shall be
computed so as to give pro forma effect to the acquisition of such Person or
business.
"Consolidated Income Tax Expense" for any period means the aggregate amount
of the provisions for income taxes of the Company and its Restricted
Subsidiaries for such period calculated on a consolidated basis in accordance
with GAAP.
"Consolidated Interest Expense" means for any period the interest expense
included in a consolidated income statement (excluding interest income) of the
Company and its Restricted Subsidiaries for such period in accordance with
GAAP, including without limitation or duplication (or, to the extent not so
included, with the addition of), (i) the amortization of Indebtedness discount
(including original issue discount), (ii) any payments or fees with respect to
letters of credit, bankers' acceptances or similar facilities, (iii) fees with
respect to interest rate swap or similar agreements or foreign currency hedge,
exchange or similar agreements, (iv) Preferred Stock dividends of the
Company's Restricted Subsidiaries (other than dividends paid in shares of
Preferred Stock that is not Disqualified Stock) declared and paid or payable,
(v) accrued Disqualified Stock dividends of the Company
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and its Restricted Subsidiaries, whether or not declared or paid, (vi)
interest on Indebtedness guaranteed by the Company and its Restricted
Subsidiaries, (vii) the portion of any Capital Lease Obligation accruing
during such period that is allocable to interest expense in accordance with
GAAP, (viii) capitalized interest and (ix) commitment and other fees with
respect to senior credit facilities.
"Consolidated Net Income" of the Company means, for any period, the
aggregate net income (or net loss) of the Company and its Restricted
Subsidiaries for such period on a consolidated basis determined in accordance
with GAAP; provided that there shall be excluded therefrom, without
duplication (i) all items classified as extraordinary or non-recurring, (ii)
any net income (or net loss) of any Person other than the Company and its
Restricted Subsidiaries, except to the extent of the amount of dividends or
other distributions actually paid to the Company or its Restricted
Subsidiaries by such other Person during such period, (iii) the net income (or
net loss) of any Person acquired by the Company or any of its Restricted
Subsidiaries in a pooling-of-interests transaction for any period prior to the
date of the related acquisition, (iv) any gain or loss, net of taxes, realized
on the termination of any employee pension benefit plan, (v) net gains (or net
losses) in respect of Asset Sales by the Company or its Restricted
Subsidiaries, (vi) the net income (or net loss) of any Restricted Subsidiary
to the extent that the payment of dividends or other distributions to the
Company is restricted by the terms of its constituting documents or any
agreement, instrument, contract, judgment, order, decree, statute, rule,
governmental regulation or otherwise, except for any dividends or
distributions actually paid by such Restricted Subsidiary to the Company,
(vii) with regard to a non-wholly owned Restricted Subsidiary, any aggregate
net income (or net loss) in excess of the Company's or such Restricted
Subsidiary's pro rata share of such non-wholly owned Restricted Subsidiary's
net income (or net loss), and (viii) the cumulative effect of changes in
accounting principles.
"Consolidated Tangible Assets" of any Person means the total amount of
assets (less applicable reserves and other properly deductible items) which
under GAAP would be included on a consolidated balance sheet of such Person
and its Restricted Subsidiaries after deducting therefrom all goodwill, trade
names, trademarks, patents, unamortized debt discount and expense and other
like intangibles, which in each case under GAAP would be included on such
consolidated balance sheet.
"Consolidated Net Worth" means, at any date of determination, stockholders'
equity as set forth on the most recently available quarterly or annual
consolidated balance sheet of the Company and its Restricted Subsidiaries
(which shall be as of a date not more than 90 days prior to the date of such
computation, and which shall not take account of Unrestricted Subsidiaries),
less any amounts attributable to Disqualified Stock or any equity security
convertible into or exchangeable for Indebtedness, the cost of treasury stock
and the principal amount of any promissory notes receivable from the sale of
the Capital Stock of the Company or any of its Restricted Subsidiaries, each
item to be determined in conformity with GAAP.
"Default" means any event, act or condition, the occurrence of which is, or
after notice or the passage of time or both would be, an Event of Default.
"Disqualified Stock" means any Capital Stock which, by its terms (or by the
terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, or otherwise, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, or is exchangeable for
Indebtedness by the holder thereof at any time, in whole or in part, on or
prior to the Stated Maturity of the Notes.
"Eligible Cash Equivalents" means any of the following: (i) any investment
in direct obligations of the United States of America or any agency thereof or
obligations guaranteed by the United States of America or any agency thereof
in each case with a term of not more than one year, (ii) investments in time
deposit accounts, term deposit accounts, certificates of deposit, money-market
deposits, bankers acceptances and obligations maturing within one year of the
date of acquisition thereof issued by a bank or trust company which is
organized under the laws of the United States of America or any state thereof
and which bank or trust company has, or the obligation of which bank or trust
company is guaranteed by a bank or trust company which has, capital, surplus
and undivided profits aggregating in excess of $150,000,000 and has
outstanding debt which is rated "A" (or
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such similar equivalent rating) or higher by at least one "nationally
recognized statistical rating organization" (as defined in Rule 436 under the
Securities Act) or any money-market fund sponsored by a registered broker
dealer or mutual fund distributor, (iii) repurchase obligations with a term of
not more than 30 days for underlying securities of the types described in
clause (i) above entered into with a bank meeting the qualifications described
in clause (ii) above, (iv) investments in commercial paper, maturing not more
than 180 days after the date of acquisition, issued by a corporation (other
than an Affiliate of the Company) organized and in existence under the laws of
the United States of America with a rating at the time as of which any
investment therein is made of "P-1" (or higher) according to Moody's Investors
Service, Inc. or "A-1" (or higher) according to Standard & Poor's Corporation
and (v) investments in securities with maturities of six months or less from
the date of acquisition issued or fully guaranteed by any state, commonwealth,
territory or province of the United States of America or by any political
subdivision or taxing authority thereof, and rated at least "A" by Standard &
Poor's Corporation or "A-2" by Moody's Investors Service, Inc.
"Fair Market Value" means, with respect to any asset or Property, the sale
value that would be obtained in an arm's-length transaction between an
informed and willing seller under no compulsion to sell and an informed and
willing buyer under no compulsion to buy, as determined in good faith by the
Board of Directors.
"GAAP" means generally accepted accounting principles in the United States,
consistently applied, which are in effect on the date of the Indenture.
"Guarantee" means any direct or indirect obligation, contingent or
otherwise, of a Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other Person in any manner (and
"Guaranteed," "Guaranteeing" and "Guarantor" shall have meanings correlative
to the foregoing); provided that the term "Guaranteed" and any meaning
correlative thereto shall not include endorsements for collection or deposit.
"Holder" means (i) in the case of any Certificated Note, the Person in whose
name such Certificated Note is registered in the Note Register and (ii) in the
case of any Global Note, the Depositary.
"Incur" means, with respect to any Indebtedness or other obligation of any
Person, to create, issue, incur (by conversion, exchange or otherwise),
assume, Guarantee or otherwise become liable in respect of such Indebtedness
or other obligation including by acquisition of Subsidiaries or the recording,
as required pursuant to GAAP or otherwise, of any such Indebtedness or other
obligation on the balance sheet of such Person (and "Incurrence," "Incurred,"
"Incurrable" and "Incurring" shall have meanings correlative to the
foregoing); provided that a change in GAAP that results in an obligation of
such Person that exists at such time becoming Indebtedness shall not be deemed
an Incurrence of such Indebtedness and that the accrual of interest shall not
be deemed an Incurrence of Indebtedness. Indebtedness otherwise Incurred by a
Person before it becomes a Subsidiary of the Company (whether by merger,
amalgamation, consolidation, acquisition or otherwise) shall be deemed to have
been Incurred by the Company at the time at which such Person becomes a
Subsidiary of the Company.
"Indebtedness" means, at any time (without duplication), with respect to any
Person, whether recourse is to all or a portion of the assets of such Person,
and whether or not contingent, (i) any obligation of such Person for money
borrowed, (ii) any obligation of such Person evidenced by bonds, debentures,
notes, Guarantees or other similar instruments, including, without limitation,
any such obligations incurred in connection with the acquisition of Property,
assets or businesses, excluding trade accounts payable made in the ordinary
course of business, (iii) any reimbursement obligation of such Person with
respect to letters of credit, bankers' acceptances or similar facilities
issued for the account of such Person, (iv) any obligation of such Person
issued or assumed as the deferred purchase price of Property or services (but
excluding trade accounts payable or accrued liabilities arising in the
ordinary course of business, which in either case are being contested in good
faith), (v) any Capital Lease Obligation of such Person, (vi) the maximum
fixed redemption or repurchase price of Disqualified Stock of such Person and,
to the extent held by Persons other than such Person or its Restricted
Subsidiaries, the maximum fixed redemption or repurchase price of Preferred
Stock of such Person's Restricted Subsidiaries, at
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the time of determination, (vii) any Attributable Indebtedness with respect to
any Sale and Leaseback Transaction to which such Person is a party, (viii)
Indebtedness of other Persons secured by a Lien to which the Property owned or
held by such first Person is subject, whether or not the obligation or
obligations secured thereby shall have been assumed (the amount of such
Indebtedness being deemed to be the lesser of the value of such property and
assets or the amount of the Indebtedness so secured) and (ix) any obligation
of the type referred to in clauses (i) through (viii) of this definition of
another Person and all dividends and distributions of another Person the
payment of which, in either case, such Person has Guaranteed or is responsible
or liable for, directly or indirectly, as obligor, Guarantor or otherwise. For
purposes of the preceding sentence, the maximum fixed repurchase price of any
Disqualified Stock or Preferred Stock that does not have a fixed repurchase
price shall be calculated in accordance with the terms of such stock as if
such stock were repurchased on any date on which Indebtedness shall be
required to be determined pursuant to the Indenture; provided that, if such
stock is not then permitted to be repurchased, the repurchase price shall be
the book value of such stock. The amount of Indebtedness of any Person at any
date shall be the outstanding balance at such date of all unconditional
obligations as described above and, with respect to contingent obligations,
the maximum liability upon the occurrence of the contingency giving rise to
the obligation; provided that the amount outstanding at any time of any
Indebtedness issued with original issue discount is the face amount of such
Indebtedness less the remaining unamortized portion of the original issue
discount of such Indebtedness at such time as determined in conformity with
GAAP.
"Investment" in any Person means any direct, indirect or contingent (i)
advance or loan to, Guarantee of any Indebtedness of, extension of credit or
capital contribution to such Person, (ii) the acquisition of any shares of
Capital Stock, bonds, notes, debentures or other securities of such Person, or
(iii) the acquisition, by purchase or otherwise, of all or substantially all
of the business, assets or stock or other evidence of beneficial ownership of
such Person; provided that Investments shall exclude extensions of trade
credit in the ordinary course of business. The amount of any Investment shall
be the original cost of such Investment, plus the cost of all additions
thereto and minus the amount of any portion of such Investment repaid to such
Person in cash as a repayment of principal or a return of capital, as the case
may be, but without any other adjustments for increases or decreases in value,
or write-ups, write-downs or write-offs with respect to such Investment. In
determining the amount of any Investment involving a transfer of any Property
other than cash, such Property shall be valued at its Fair Market Value at the
time of such transfer.
"Issue Date" means the date on which the Notes are first authenticated and
delivered under the Indenture.
"Lien" means, with respect to any Property or other asset, any mortgage or
deed of trust, pledge, hypothecation, assignment, deposit arrangement,
security interest, lien (statutory or other), charge, setoff right, easement,
encumbrance, preference, priority or other security or similar agreement or
preferential arrangement of any kind or nature whatsoever on or with respect
to such Property or other asset (including, without limitation, any
conditional sale or title retention agreement having substantially the same
economic effect as any of the foregoing).
"Maturity" means, when used with respect to a Note, the date on which the
principal of such Note becomes due and payable as provided therein or in the
Indenture, whether on the Stated Maturity, on the Change of Control Payment
Date or purchase date established pursuant to the terms of the Indenture with
regard to an Asset Sale Offer, as applicable, or by declaration of
acceleration, call for redemption or otherwise.
"Net Cash Proceeds" means (i) with respect to the sale of any Property or
other assets by the Company or any of the Restricted Subsidiaries, cash or
readily marketable cash equivalents received net of (a) all reasonable out-of-
pocket expenses of the Company or such Restricted Subsidiary incurred in
connection with such sale, including, without limitation, all legal, title and
recording tax expenses, commissions and other fees and expenses incurred (but
excluding any finder's fee or broker's fee payable to any Affiliate of the
Company) and all U.S. federal, state, provincial, foreign and local taxes
arising in connection with such sale that are paid or required to be accrued
as a liability under GAAP by the Company or its Restricted Subsidiaries, (b)
all payments made or required to be made by the Company or its Restricted
Subsidiaries on any Indebtedness which is secured by
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such Properties or other assets in accordance with the terms of any Lien upon
or with respect to such Properties or other assets or which must, by the terms
of such Lien, or in order to obtain a necessary consent to such transaction or
by applicable law, be repaid in connection with such sale, (c) all
contractually required distributions and other payments made to minority
interest holders (but excluding distributions and payments to Affiliates of
the Company) in Restricted Subsidiaries as a result of such transaction and
(d) appropriate amounts to be provided by the Company or any Restricted
Subsidiary, as the case may be, as a reasonable reserve against any
liabilities associated with such assets and retained by the Company or any
Restricted Subsidiary thereof, as the case may be, after such transaction,
including, without limitation, liabilities under any indemnification
obligations and severance and other employee termination costs associated with
such transaction, in each case as determined by the Board of Directors, in its
reasonable good faith judgment evidenced by a Board Resolution; provided that,
in the event that any consideration for a transaction (which would otherwise
constitute Net Cash Proceeds) is required to be held in escrow pending
determination of whether a purchase price adjustment or indemnification or
other payment or similar adjustment will be made, such consideration (or any
portion thereof) shall become Net Cash Proceeds only at such time as it is
released to the Company or the Restricted Subsidiaries from escrow; and
provided, further, that any noncash consideration received in connection with
any transaction, which is subsequently converted to cash, shall be deemed to
be Net Cash Proceeds at such time, and shall thereafter be applied in
accordance with the Indenture and (ii) with respect to any sale, issuance,
transfer or other disposition of Capital Stock, the proceeds of such sale,
issuance, transfer or other disposition in the form of cash or cash
equivalents, net of attorneys' fees, accountants' fees, underwriters' or
placement agents' fees, discounts or commissions and brokerage, consultant and
other fees and reasonable out-of-pocket expenses of the Company or any
Subsidiary of the Company incurred in connection with such sale, issuance,
transfer or other disposition and net of taxes paid or payable as a result
thereof.
"Officers' Certificate" means a certificate signed by (i) the President or
the Chief Executive Officer and (ii) the Chief Financial Officer, the Chief
Accounting Officer or the Treasurer, of the Company and delivered to the
Trustee, which shall comply with the Indenture.
"Permitted Holders" means Madison Dearborn Capital Partnership, L.P.,
Frontenac V.I. L.P., and Battery Ventures III, L.P., and Affiliates (other
than the Company and the Restricted Subsidiaries) of each of the foregoing.
"Permitted Investments" means (i) Eligible Cash Equivalents, (ii)
Investments in any Person engaged in a Telecommunications Business as a result
of which such Person becomes a Restricted Subsidiary in compliance with the
Indenture, (iii) Investments pursuant to agreements or obligations of the
Company or a Restricted Subsidiary, in effect on the Issue Date, to make
Investments described in clause (ii) above, (iv) Investments in prepaid
expenses, negotiable instruments held for collection and lease, utility and
workers' compensation, performance and other similar deposits, (v)
Investments, Capital Stock, bonds, notes, debentures or other debt or equity
securities received as a result of Asset Sales permitted under the covenant
described under "--Asset Sale," (vi) Investments in existence at the Issue
Date, (vii) commission, payroll, travel and similar advances made in the
ordinary course of business to cover matters that are expected at the time of
such advances ultimately to be treated as expenses in accordance with GAAP,
(viii) loans or advances to employees and directors made in the ordinary
course of business at any time outstanding not to exceed in the aggregate
$5,000,000 and (ix) stock, obligations or securities received in satisfaction
of judgments.
"Permitted Liens" means (i) Liens for taxes, assessments, governmental
charges or claims which are not yet delinquent or which are being contested in
good faith by appropriate proceedings, if a reserve or other appropriate
provision, if any, as shall be required in conformity with GAAP shall have
been made therefor, (ii) other Liens incidental to the conduct of the
Company's or a Restricted Subsidiary's business or the ownership of its
Property and assets, and which do not in the aggregate materially detract from
the value of the Company's and its Restricted Subsidiaries' Property or other
assets when taken as a whole, or materially impair the use thereof in the
operation of its business, (iii) Liens with respect to assets of a Restricted
Subsidiary granted by such Restricted Subsidiary to secure Indebtedness owing
to the Company, (iv) Liens incurred or pledges and
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deposits made in the ordinary course of business in connection with workers'
compensation and unemployment insurance and other types of social security,
(v) statutory Liens of landlords, carriers, warehousemen, mechanics,
materialmen, repairmen and other types of statutory obligations, (vi) deposits
made to secure the performance of tenders, bids, leases, surety and appeal
bonds, government contracts, performance and return-of money bonds and other
obligations of like nature incurred in the ordinary course of business
(exclusive of obligations for the payment of borrowed money), (vii) zoning
restrictions, servitudes, easements, rights-of-way, restrictions and other
similar charges or encumbrances incurred in the ordinary course of business
which, in the aggregate, do not materially detract from the value of the
Property subject thereto or interfere with the ordinary conduct of the
business of the Company or its Restricted Subsidiaries, (viii) Liens arising
out of judgments or awards against the Company or any Restricted Subsidiary
with respect to which the Company or such Restricted Subsidiary is prosecuting
an appeal or proceeding for review and the Company or such Restricted
Subsidiary is maintaining adequate reserves in accordance with GAAP, (ix) any
interest or title of a lessor in the Property subject to any lease other than
a Capital Lease, (x) leases or subleases granted to others that do not
materially interfere with the ordinary course of business of the Company and
its Restricted Subsidiaries, (xi) Liens encumbering Property or other assets
under construction arising from progress or partial payments by a customer of
the Company or its Restricted Subsidiaries relating to such Property or other
assets, (xii) Liens on Property of, or on shares of stock or Indebtedness of,
any corporation existing at the time such corporation becomes, or becomes a
part of, any Restricted Subsidiary, provided that such Liens do not extend to
or cover any Property or other assets of the Company or any Restricted
Subsidiary other than the Property or other assets acquired, (xiii) Liens
securing reimbursement obligations with respect to letters of credit that
encumber documents and other Property relating to such letters of credit and
the products and proceeds thereof, (xiv) Liens in favor of customs and revenue
authorities arising as a matter of law to secure payment of customs duties in
connection with the importation of goods, (xv) Liens arising out of
conditional sale, title retention, consignment or similar arrangements for the
sale of goods entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business, (xvi) Liens on or sales of
receivables; and (xvii) Liens in favor of the Trustee pursuant to the
Indenture.
"Person" means any individual, corporation, limited liability company,
partnership, limited liability partnership, joint venture, trust,
unincorporated organization or government or any agency or political
subdivision thereof.
"Preferred Stock" of any Person means Capital Stock of such Person of any
class or classes (however designated) that ranks prior, as to the payment of
dividends or as to the distribution of assets upon any voluntary or
involuntary liquidation, dissolution or winding up of such Person, to shares
of Capital Stock of any other class of such Person.
"Property" means, with respect to any Person, any interest of such Person in
any kind of property or other asset, whether real, personal or mixed, or
tangible or intangible, excluding Capital Stock of any other Person.
"Public Equity Offering" means an underwritten primary public offering of
the Common Stock of the Company pursuant to an effective registration
statement under the Securities Act.
A "Public Market" shall be deemed to exist if (i) a Public Equity Offering
has been consummated and (ii) at least 15% of the total issued and outstanding
Common Stock of the Company immediately prior to the consummation of such
Public Equity Offering has been distributed by means of an effective
registration statement under the Securities Act or sales pursuant to Rule 144
under the Securities Act.
"Qualified Stock" of any Person means a class of Capital Stock other than
Disqualified Stock.
"Restricted Payment" means (i) a dividend or other distribution declared or
paid on the Capital Stock of the Company or to the Company's stockholders (in
their capacity as such), or declared or paid to any Person other than the
Company or a Restricted Subsidiary on the Capital Stock of any Restricted
Subsidiary, in each case, other than dividends, distributions or payments made
solely in Qualified Stock of the Company or such Restricted Subsidiary and
other than pro rata dividends or other distributions made by a Restricted
Subsidiary
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that is not a Significant Restricted Subsidiary to minority stockholders (or
owners of an equivalent interest in the case of a Restricted Subsidiary that
is an entity other than a corporation), (ii) a payment made by the Company or
any of its Restricted Subsidiaries (other than to the Company or any
Restricted Subsidiary) to purchase, redeem, acquire or retire any Capital
Stock of the Company or (iii) a payment made by the Company or any of its
Restricted Subsidiaries (other than a payment made solely in Qualified Stock
of the Company) to redeem, repurchase, defease (including an in-substance or
legal defeasance) or otherwise acquire or retire for value (including pursuant
to mandatory repurchase covenants), prior to any scheduled maturity, scheduled
sinking fund or mandatory redemption payment, Indebtedness of the Company
which is subordinate (whether pursuant to its terms or by operation of law) in
right of payment to the Notes and which was scheduled to mature on or after
the maturity of the Notes (other than permitted refinancings thereof) or (iv)
an Investment in any Person, including an Unrestricted Subsidiary or the
designation of a Subsidiary as an Unrestricted Subsidiary, other than (a) a
Permitted Investment, (b) an Investment by the Company in a Restricted
Subsidiary engaged in a Telecommunications Business or (c) an Investment by a
Restricted Subsidiary in the Company or in a Restricted Subsidiary engaged in
a Telecommunications Business.
"Restricted Subsidiary" means any Subsidiary of the Company that has not
been designated as an "Unrestricted Subsidiary."
"Sale and Leaseback Transaction" means, with respect to any Person, any
direct or indirect arrangement pursuant to which Property is sold or
transferred by such Person or a Restricted Subsidiary of such Person and is
thereafter leased back from the purchaser or transferee thereof by such Person
or one of its Restricted Subsidiaries.
"Senior Indebtedness" means all Indebtedness of the Company which is not,
expressly by its terms, subordinate or junior in right of payment to the
Notes.
"Significant Restricted Subsidiary" means any Restricted Subsidiary of which
the Company owns, directly or indirectly, 80% or more of all of the
outstanding Capital Stock or other ownership interests (other than any
director's qualifying shares).
"Subordinated Indebtedness" means Indebtedness of the Company as to which
the payment of principal of (and premium, if any) and interest and other
payment obligations in respect of such Indebtedness shall be subordinate to
the prior payment in full of the Notes to at least the following extent: (i)
no payments of principal of (or premium, if any) or interest on or otherwise
due in respect of such Indebtedness may be permitted for so long as any
Default in the payment of principal (or premium, if any) or interest on the
Notes exists, (ii) in the event that any other Default exists, upon notice by
Holders of 25% or more of the aggregate stated principal amount at maturity of
the outstanding Notes to the Trustee, the Trustee shall have the right to give
notice to the Company and the holders of such Indebtedness (or trustees or
agents therefor) of a payment blockage, and thereafter no payments of
principal of (or premium, if any) or interest on or otherwise due in respect
of such Indebtedness may be made for a period of 179 days from the date of
such notice, and (iii) such Indebtedness may not (x) provide for payments of
principal of such Indebtedness at the stated maturity thereof or by way of a
sinking fund applicable thereto or by way of any mandatory redemption,
defeasance, retirement or repurchase thereof by the Company (including any
redemption, retirement or repurchase which is contingent upon events or
circumstances, but excluding any retirement required by virtue of acceleration
of such Indebtedness upon an event of default thereunder), in each case prior
to the final Stated Maturity of the Notes or (y) permit redemption or other
retirement (including pursuant to an offer to purchase made by the Company) of
such other Indebtedness at the option of the holder thereof prior to the final
Stated Maturity of the Notes, other than a redemption or other retirement at
the option of the holder of such Indebtedness (including pursuant to an offer
to purchase made by the Company) which is conditioned upon a change of control
of the Company pursuant to provisions substantially similar to those described
under "--Repurchase at the Option of Holders upon a Change of Control" (and
which shall provide that such Indebtedness will not be repurchased pursuant to
such provisions prior to the Company's repurchase of the Notes required to be
repurchased by the Company pursuant to the provisions described under "--
Repurchase at the Option of Holders upon a Change of Control").
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"Subsidiary" means, with respect to any Person, (i) any corporation more
than 50% of the outstanding shares of Voting Stock of which is owned, directly
or indirectly, by such Person, or by one or more other Subsidiaries of such
Person, or by such Person and one or more other Subsidiaries of such Person,
(ii) any general partnership, joint venture or similar entity, more than 50%
of the outstanding partnership or similar interests of which are owned,
directly or indirectly, by such Person, or by one or more other Subsidiaries
of such Person, or by such Person and one or more other Subsidiaries of such
Person and (iii) any limited partnership of which such Person or any
Subsidiary of such Person is a general partner.
"Telecommunications Assets" means all assets, rights (contractual or
otherwise) and properties, real or personal, whether tangible or intangible,
used or intended for use in connection with a Telecommunications Business.
"Telecommunications Business" means the business of (i) transmitting, or
providing services relating to the transmission of, voice, video or data
through owned or leased wireline or wireless transmission facilities, (ii)
creating, developing, constructing, installing, repairing, maintaining or
marketing communications-related systems, network equipment and facilities,
software and other products, or (iii) evaluating, owning, operating,
participating in or pursuing any other business that is primarily related to
those identified in the foregoing clauses (i) or (ii) above (in the case of
this clause (iii), however, in a manner consistent with the Company's manner
of business on the Issue Date), and shall, in any event, include all
businesses in which the Company or any of its Subsidiaries are engaged on the
Issue Date or have entered into agreements to engage in or to acquire a
company to engage in or contemplate engaging in, as expressly set forth in
this Prospectus; provided that the determination of what constitutes a
Telecommunications Business shall be made in good faith by the Board of
Directors.
"Unrestricted Subsidiary" means any Subsidiary of the Company that the
Company has classified as an "Unrestricted Subsidiary" and that has not been
reclassified as a Restricted Subsidiary, pursuant to the terms of the
Indenture. See "--Restricted and Unrestricted Subsidiaries" for a description
of the conditions in which the Company may designate a Subsidiary of the
Company an "Unrestricted Subsidiary."
"Voting Stock" means, with respect to any Person, securities of any class or
classes of Capital Stock in such Person entitling the holders thereof (whether
at all times or at the times that such class of Capital Stock has voting power
by reason of the happening of any contingency) to vote in the election of
members of the board of directors or comparable body of such Person.
"Wholly Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Stock or other
ownership interests (other than any director's qualifying shares) of which
shall at the time be owned by such Person or by one or more other Wholly Owned
Restricted Subsidiaries of such Person or by such Person and one or more other
Wholly Owned Restricted Subsidiaries of such Person.
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PLAN OF DISTRIBUTION
Each broker-dealer that receives Exchange Notes for its own account pursuant
to the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Notes. This Prospectus, as it may
be amended or supplemented from time to time, may be used by a broker-dealer
in connection with resales of Exchange Notes received in exchange for Senior
Notes where such Senior Notes were acquired as a result of market-making
activities or other trading activities. The Company has agreed that, starting
on the Expiration Date and ending on the close of business 90 days after the
Expiration Date, it will make this Prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale. In
addition, until November 12, 1998, all dealers effecting transactions in the
Exchange Notes may be required to deliver a prospectus.
The Company will not receive any proceeds from any sale of Exchange Notes by
broker-dealers. Exchange Notes received by broker-dealers for their own
account pursuant to the Exchange Offer may be sold from time to time in one or
more transactions in the over-the-counter market, in negotiated transactions,
through the writing of options on the Exchange Notes or a combination of such
methods of resale, at market prices prevailing at the time of resale, at
prices related to such prevailing market prices or negotiated prices. Any such
resale may be made directly to purchasers or to or through brokers or dealers
who may receive compensation in the form of commissions or concessions from
any such broker-dealer and/or the purchasers of any such Exchange Notes. Any
broker-dealer that resells Exchange Notes that were received by it for its own
account pursuant to the Exchange Offer and any broker or dealer that
participates in a distribution of such Exchange Notes may be deemed to be an
"underwriter" within the meaning of the Securities Act and any profit of any
such resale of Exchange Notes and any commissions or concessions received by
any such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that by acknowledging that it
will deliver and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.
For a period of 90 days after the Expiration Date, the Company will promptly
send additional copies of this Prospectus and any amendment or supplement to
this Prospectus to any broker-dealer that requests such documents in the
Letter of Transmittal. The Company has agreed to pay all expenses incident to
the Exchange Offer (including the expenses of one counsel for the holders of
the Senior Notes), other than commissions or concessions of any brokers or
dealers and will indemnify the holders of the Senior Notes (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.
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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERS
The following, subject to the limitations set forth below, are the material
U.S. federal income tax consequences associated with the acquisition,
ownership, and disposition of the Notes. As used herein, a "U.S. Holder" means
a beneficial owner of a Note who purchased a Senior Note pursuant to the
Offering at the Issue Price that is for U.S. federal income tax purposes (i) a
citizen or resident of the United States; (ii) a corporation, partnership or
other entity created or organized in or under the laws of the United States or
any political subdivision thereof; (iii) an estate the income of which is
subject to U.S. federal income taxation regardless of its source; or (iv) a
trust if (A) a court within the United States is able to exercise primary
supervision over the administration of the trust and (B) one or more U.S.
fiduciaries have the authority to control all substantial decisions of the
trust. This summary deals only with Notes held as capital assets and does not
address persons with special tax situations, such as Non-U.S. Holders (as
defined herein), financial institutions, insurance companies, tax-exempt
organizations, dealers in securities or currencies, persons holding Notes as a
hedge against currency risks or that are part of a straddle or a conversion
transaction, or persons whose functional currency is not the U.S. dollar, and
does not discuss any aspect of state, local or foreign tax laws or any estate
or gift tax considerations.
This summary is based upon the provisions of the Internal Revenue Code of
1986, as amended (the "Code"), the Treasury Regulations promulgated thereunder
(the "Regulations"), rulings and judicial decisions issued thereunder, all of
which may be repealed, revoked or modified, possibly with retroactive effect.
Holders of the Notes should consult their tax advisors regarding the U.S.
federal, state, local and foreign income and other tax considerations of the
purchase, exchange, ownership and disposition of the Notes.
THE FOLLOWING DOES NOT PURPORT TO BE A DISCUSSION OF ALL POTENTIAL TAX
CONSEQUENCES. EACH HOLDER IS STRONGLY URGED TO CONSULT WITH ITS OWN TAX
ADVISORS TO DETERMINE THE IMPACT OF SUCH HOLDER'S PERSONAL TAX SITUATION ON
THE ANTICIPATED TAX CONSEQUENCES, INCLUDING THE TAX CONSEQUENCES UNDER STATE,
LOCAL, FOREIGN OR OTHER TAX LAWS, OF THE ACQUISITION, EXCHANGE OWNERSHIP AND
DISPOSITION OF THE NOTES.
THE EXCHANGE
The exchange of Senior Notes for Exchange Notes will not be treated as an
exchange for U.S. federal income tax purposes because the Exchange Notes will
not differ materially in kind or extent from the Senior Notes. As a result,
holders who exchange their Senior Notes for Exchange Notes will not recognize
any income, gain or loss for U.S. federal income tax purposes. A U.S. Holder
will have the same adjusted issue price, adjusted basis and holding period in
the Exchange Notes immediately after the exchange as it had in the Senior
Notes immediately before the exchange.
ORIGINAL ISSUE DISCOUNT
General
Because the Senior Notes were issued at an Issue Price which was
substantially less than their stated principal amounts at maturity and because
Current Interest on the Notes will not be payable until August 15, 2003, the
Notes have been issued with OID, and each U.S. Holder will be required to
include in income in each year, in advance of the receipt of cash payments on
such Notes, that portion of the OID, computed on a constant yield basis,
attributable to each day during such year on which the U.S. Holder held the
Notes.
In the event of a Registration Default as described under "Description of
the Exchange Notes--Exchange Offer; Registration Rights", Additional Interest
will accrue on the Notes in the manner described therein. According to the
Regulations, the possibility of a change in the interest rate will not affect
the amount of interest
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income recognized by a U.S. Holder if the likelihood of the change, as of the
date the Notes are issued, is remote. The Company believes that the likelihood
of a change in the interest rate on the Notes is remote and does not intend to
treat the possibility of a change in the interest rate as affecting the yield
to maturity of any Note. Solely for purposes of determining the amount of OID,
the Notes would be treated as retired and reissued on any date the amount of
interest were changed for an amount equal to its adjusted issue price.
The Amount of Original Issue Discount
The amount of OID with respect to each Note is equal to the excess of (i)
its "stated redemption price at maturity" over (ii) its "issue price." The
"issue price" of the Notes is equal to the initial offering price to the
public (not including any bond house, broker or similar person or organization
acting in the capacity of an underwriter, placement agent or wholesaler) at
which a substantial amount of the Notes are sold. The "stated redemption price
at maturity" of each Note will include all payments to be made in respect
thereof, including any Current Interest payments. Accordingly, payments on the
Note (including principal and Current Interest payments) are not separately
included in a U.S. Holder's income as interest, but rather are treated first
as payments of accrued OID and then as payments of principal which reduce the
U.S. Holder's basis in the Notes.
A U.S. Holder of a debt instrument issued with OID is required to include in
gross income for U.S. federal income tax purposes an amount equal to the sum
of the "daily portions" of such OID for all days during the taxable year on
which the holder holds the debt instrument. The daily portions of OID required
to be included in a holder's gross income in a taxable year will be determined
on a constant yield basis by allocating to each day during the taxable year on
which the holder holds the debt instrument a pro rata portion of the OID on
such debt instrument which is attributable to the "accrual period" in which
such day is included. Accrual periods with respect to a Note may be any set of
periods (which may be of varying lengths) selected by a U.S. Holder as long as
(i) no accrual period is longer than one year and (ii) each scheduled payment
of interest or principal on the Note occurs on either the first or final day
of an accrual period. The amount of OID attributable to each "accrual period"
will be equal to the product of (i) the "adjusted issue price" at the
beginning of such accrual period and (ii) the "yield to maturity" of the debt
instrument stated in a manner appropriately taking into account the length of
the accrual period. The "yield to maturity" is the discount rate that, when
used in computing the present value of all payments to be made under the
Notes, produces an amount equal to the issue price of the Notes. The "adjusted
issue price" of a Note at the beginning of an accrual period is generally
defined as the issue price of the Note plus the aggregate amount of OID that
accrued in all prior accrual periods, less any cash payments on the Note.
Accordingly, a U.S. Holder of a Note will be required to include OID thereon
in gross income for U.S. federal tax purposes in advance of the receipt of
cash in respect of such income. The amount of OID allocable to an initial
short accrual period may be computed using any reasonable method if all other
accrual periods, other than a final short accrual period, are of equal length.
The amount of OID allocable to the final accrual period at maturity of a Note
is the difference between (x) the amount payable at the maturity of the Note
and (y) the Note's adjusted issue price as of the beginning of the final
accrual period.
High-Yield Discount Obligations
The Notes constitute AHYDOs as their yield to maturity exceeds the sum of
the applicable federal rate in effect at the time of the issuance of the Notes
(the "AFR") plus five percentage points. For February 1998, the long-term AFR
was 5.84% (based on semiannual compounding). Under Sections 163(e) and 163(i)
of the Code, a C corporation that is an issuer of a debt obligation subject to
the AHYDO rules may not deduct any portion of OID on the obligation until such
portion is actually paid. A debt obligation is generally subject to the AHYDO
rules if (i) its maturity date is more than five years from the date of issue,
(ii) its yield to maturity equals or exceeds the sum of the AFR plus five
percentage points, and (iii) it bears "significant OID." A debt obligation
will bear significant OID for this purpose if, as of the close of any accrual
period ending more than five years after issuance, the total amount of income
includible by a holder with respect to the debt instrument exceeds the sum of
(i) the total amount of "interest" paid under the obligation before the close
of such accrual period and (ii) the product of the issue price of the debt
instrument and its yield to maturity. In addition, the yield to maturity of
the Notes exceeds the sum of the AFR plus six percentage points. Accordingly,
under the Code, a portion of
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<PAGE>
the OID under the Notes, equal to the product of the total OID under the Notes
times the ratio of (a) the excess of the yield to maturity over the sum of the
AFR plus six percentage points to (b) the yield to maturity (the "Disqualified
Portion"), will not be deductible by the Company and will be treated for some
purposes as dividends to the holders of the Notes (to the extent that such
amounts would have been treated as dividends to the holders of the Notes if
they had been distributions with respect to the Company's stock). The
Disqualified Portion will be nondeductible by the Company, and may qualify for
the dividend received deduction for corporate U.S. Holders, but will be
treated as OID and not as dividends for withholding tax purposes.
Effect of Mandatory and Optional Redemptions on OID
In the event of a Change of Control, the Company will be required to offer
to redeem all of the Notes, at redemption prices specified elsewhere herein.
If after giving effect to a Change of Control Offer at least 95% of the
original aggregate stated principal amount of the Notes has been repurchased,
the Company may, at its option, redeem the balance of the Notes at redemption
prices specified elsewhere herein. In the event that the Company receives net
proceeds from one or more public offerings, the Company may, at its option,
use all or a portion of such net proceeds to redeem Notes having an aggregate
issue price of up to 35% of the aggregate Issue Price of the Notes at
redemption prices specified elsewhere herein; provided that Notes having an
issue price equal to at least 65% of the original aggregate stated principal
amount of the Notes remain outstanding after such redemption. In addition,
upon an Asset Sale, the Company may in certain circumstances be required to
redeem all or part of the Notes. Computation of the yield and maturity of the
Notes is not affected by such redemption rights and obligations if, based on
all the facts and circumstances as of the issue date, the stated payment
schedule of the Notes (that does not reflect a Change of Control, an Asset
Sale, or a Public Equity Offering) is significantly more likely than not to
occur. The Company has determined that, based on all of the facts and
circumstances as of the issue date, it is significantly more likely than not
that the Notes will be paid according to their stated schedule.
The Company may redeem the Notes, in whole or in part, at any time on or
after February 15, 2003, at redemption prices specified elsewhere herein plus
accrued and unpaid Current Interest, if any, on the Notes so redeemed to but
excluding the date of redemption. The Regulations contain rules for
determining the "maturity date" and the stated redemption price at maturity of
an instrument that may be redeemed prior to its stated maturity date at the
option of the issuer. Under the Regulations, solely for purposes of the
accrual of OID, it is assumed that the issuer will exercise any option to
redeem a debt instrument if such exercise will lower the yield-to-maturity of
the debt instrument. The Company believes that it will not be presumed to
redeem the Notes prior to their stated maturity under these rules because the
exercise of such option would not lower the yield-to-maturity of the Notes.
U.S. Holders may wish to consult their tax advisor regarding the treatment
of such contingencies under the Regulations.
Tax Basis
A U.S. Holder's initial tax basis in a Note generally will be equal to the
purchase price paid by such U.S. Holder for such Note. A U.S. Holder's tax
basis in a Note will be increased by the amount of OID that is included in
such U.S. Holder's income and will be decreased by the amount of any cash
payments received.
Sale or Redemption
Unless a nonrecognition provision applies, the sale, exchange, redemption
(including pursuant to an offer by the Company) or other disposition of a Note
will be a taxable event for U.S. federal income tax purposes. In such event, a
U.S. Holder will recognize gain or loss equal to the difference between (i)
the amount of cash plus the fair market value of any property received by such
holder and (ii) the U.S. Holder's adjusted tax basis therein. Such gain or
loss will be capital gain or loss and will be long-term capital gain or loss
if the Note was held by the U.S. Holder for more than one year at the time of
such sale, exchange, redemption or other disposition. On
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<PAGE>
August 5, 1997, legislation was enacted which, among other things, reduces to
20% the maximum rate of tax on long-term capital gains on most capital assets
held by an individual for more than 18 months. Gain on most capital assets
held by an individual more than one year and up to 18 months is subject to tax
at a maximum rate of 28%. The distinction between capital gain or loss and
ordinary income or loss is also relevant for purposes of, among other things,
limitations on the deductibility of capital losses.
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS
The following summary describes certain United States federal income and
estate tax consequences of the ownership of Notes as of the date hereof by any
holder who is a beneficial owner of a Note but is not a U.S. Holder (a "Non-
U.S. Holder").
Under present United States federal income and estate tax law, and subject
to the discussion below concerning backup withholding:
(a) generally no withholding of United States federal income tax will be
required with respect to the payment by the Company or any paying agent of
principal or interest (including OID) on a Note owned by a Non-U.S. Holder,
provided (i) that the beneficial owner does not actually or constructively
own 10% or more of the total combined voting power of all classes of stock
of the Company entitled to vote within the meaning of section 871(h)(3) of
the Code and the regulations thereunder, (ii) the beneficial owner is not a
"controlled foreign corporation" (as defined in Section 957 of the Code)
that is related directly, indirectly or constructively to the Company
through stock ownership and (iii) the beneficial owner satisfies the
statement requirement (described generally below) set forth in section
871(h) and section 881(c) of the Code and the regulations thereunder;
(b) generally no withholding of United States federal income tax will be
required with respect to any gain or income realized by a Non-U.S. Holder
upon the sale, exchange or retirement of a Note and
(c) a Note beneficially owned by an individual who at the time of death
is a Non-U.S. Holder generally will not be includible in the individual's
gross estate for the purposes of the United States federal estate tax as a
result of such individual's death, provided that such individual does not
at the time of death actually or constructively own 10% or more of the
total combined voting power of all classes of stock of the Company entitled
to vote within the meaning of section 871(h)(3) of the Code and provided
that the interest payments with respect to such Note will not have been, if
received at the time of such individual's death, effectively connected with
the conduct of a United States trade or business by such individual.
To satisfy the requirement referred to in (a)(iii) above, the beneficial
owner of such Note, or a financial institution holding the Note on behalf of
such owner, must provide, in accordance with specified procedures, the Company
or a paying agent of the Company with a statement to the effect that the
beneficial owner is not a U.S. person. Pursuant to current temporary
Regulations, these requirements will be met if (1) the beneficial owner
provides the payor his name and address, and certifies, under penalties of
perjury, that he is not a U.S. person (which certification may be made on an
Internal Revenue Service Form W-8 (or successor or substitute form)) or (2) a
financial institution that holds customers' securities in the ordinary course
of its trade or business and holds the Note on behalf of the beneficial owner
certifies, under penalties of perjury, that such statement has been received
by it (or by another financial institution acting on behalf of the Non-U.S.
Holder), and furnishes a paying agent with a copy thereof.
Regulations recently issued by the Internal Revenue Service, which will be
effective for payments made after December 31, 1998 (subject to certain
transition rules), made modifications to the certification procedures
applicable to Non-U.S. Holders. In general, these regulations unify certain
certification procedures and forms and clarify and modify reliance standards.
A Non-U.S. Holder should consult its own advisor regarding the effect of the
new Regulations.
If a Non-U.S. Holder cannot satisfy the requirements of the "portfolio
interest" exception described in (a) above, payments of interest (including
OID) made to Non-U.S. Holders will generally be subject to a 30%
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withholding tax, or such lower rate as may be specified by an applicable
income tax treaty, unless the beneficial owner of the Note provides the
Company or its paying agent, as the case may be, with a properly executed (1)
Internal Revenue Service Form 1001 (or successor form) claiming an exemption
from withholding under the benefit of a tax treaty or (2) Internal Revenue
Service Form 4224 (or successor form) stating that interest (including OID)
paid on the Note is not subject to withholding tax because it is effectively
connected with the beneficial owner's conduct of a trade or business in the
United States.
If a Non-U.S. Holder is engaged in a trade or business in the United States
and interest (including OID) on the Note is effectively connected with the
conduct of such trade or business, the Non-U.S. Holder, although exempt from
the withholding tax discussed above, will generally be subject to United
States federal income tax on such interest (including OID) on a net income
basis in the same manner as if it were a United States person. In addition, if
such holder is a foreign corporation, it may be subject to a branch profits
tax equal to 30% of its effectively connected earnings and profits for the
taxable year, or such lower rate as may be specified by an applicable income
tax treaty, subject to adjustments.
Any gain or income realized upon the sale, exchange or retirement of a Note
generally will not be subject to United States federal income tax unless (i)
such gain or income is effectively connected with a trade or business in the
United States of the Non--U.S. Holder, or (ii) in the case of a Non-U.S.
Holder who is a nonresident alien individual, such Holder is present in the
United States for 183 days or more in the taxable year of such sale, exchange
or retirement, and certain other conditions are met.
INFORMATION REPORTING AND BACKUP WITHHOLDING
The "backup" withholding and information reporting requirements may apply to
certain payments of principal and interest (including OID) on a Note and to
certain payments or proceeds of the sale or retirement of a Note. The Company,
its agent, a broker, the Trustee or any paying agent, as the case may be, is
required to withhold tax from any payment that is subject to backup
withholding at a rate of 31% of such payment if the holder fails to furnish
his taxpayer identification number (social security number or employer
identification number), to certify that such holder is not subject to backup
withholding, or to otherwise comply with the applicable requirements of the
backup withholding rules. Certain holders (including, among others, all
corporations) are not subject to the backup withholding and reporting
requirements.
Under current Treasury Regulations, backup withholding and information
reporting do not apply to payments made by the Company or any agent thereof
(in its capacity as such) to a holder of a Note who has provided the required
certification under penalties of perjury that it is not a U.S. Holder as set
forth in the third paragraph under "--Non-U.S. Holders" or has otherwise
established an exemption (provided that neither the Company nor such agent has
actual knowledge that the holder is a U.S. Holder or that the conditions of
any other exemption are not in fact satisfied). Payments of the proceeds from
the sale by a holder who is not a U.S. Holder of a Note made to or through a
foreign office of a broker will not be subject to U.S. information reporting
or backup withholding, except that if the broker is a U.S. person, a
controlled foreign corporation for U.S. tax purposes or a foreign person 50%
or more of whose gross income is effectively connected with a United States
trade or business for a specified three-year period, U.S. information
reporting may apply to such payments.
Payments of the proceeds from the sale of a Note to or through the United
States office of a broker is subject to U.S. information reporting and backup
withholding unless the holder or beneficial owner certifies as to its non-U.S.
status or otherwise establishes an exemption from U.S. information reporting
and backup withholding.
In October 1997, Regulations were issued which alter the foregoing rules in
certain respects and which generally will apply to any payments (including
OID) in respect of a Note or proceeds from the sale of a Note that are made
after December 31, 1998. Among other things, such regulations expand the
number of foreign intermediaries that are potentially subject to information
reporting and address certain documentary evidence requirements relating to
exemption from the general backup withholding requirements. Holders of the
Notes should consult their tax advisors concerning possible application of the
final regulations to amounts of OID that
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<PAGE>
they are required to include as well as the possible application of such
regulation to any payments made on or with respect to the Notes.
Any amounts withheld under the backup withholding rules from a payment to a
holder may be claimed as a credit against such holder's United States federal
income tax liability.
The Company is required to furnish certain information to the Internal
Revenue Service, and will furnish annually to record holders of Notes,
information with respect to interest and OID accruing during the calendar
year. The OID information will be based upon the adjusted issue price of the
debt instrument as if the holder were the original holder of the debt
instrument. No assurance can be given that the Internal Revenue Service will
not challenge the accuracy of the reported information. Subsequent holders who
purchase Notes for an amount other than the adjusted issue price and/or on a
date other than the last day of an accrual period will be required to
determine for themselves the amount of OID, if any, they are required to
include in gross income for U.S. federal income tax purposes.
LEGAL MATTERS
The legality of the Exchange Notes offered hereby are being passed upon for
the Company by Ross & Hardies, Chicago, Illinois.
INDEPENDENT PUBLIC ACCOUNTANTS
The Consolidated Financial Statements as of December 31, 1996 and 1997 and
for the period from May 31, 1996 to December 31, 1996 and for the year ended
December 31, 1997 included in this Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as stated in their report
appearing herein.
AVAILABLE INFORMATION
The Company has filed with the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, a Registration Statement on Form S-4 under the
Securities Act with respect to the Exchange Offer. As permitted by the rules
and regulations of the Commission, this Prospectus does not contain all the
information set forth in the Registration Statement. For further information
about the Company and the Exchange Offer, reference is made to the
Registration Statement and to the financial statements, exhibits and schedules
filed therewith. The statements contained in this Prospectus about the
contents of any contract or other document referred to are not necessarily
complete, and in each instance, reference is made to a copy of such contract
or other document filed as an exhibit to the Registration Statement, each such
statement being qualified in all respects by such reference. Copies of each
such document may be obtained from the Commission at its principal office in
Washington, D.C. upon payment of the charges prescribed by the Commission or,
in the case of certain such documents, by accessing the Commission's World
Wide Web site at http://www.sec.gov.
The Company has agreed that, for so long as any Notes remain outstanding, it
will furnish to the Holders of the Notes and to securities analysts and
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company
will file with the Trustee after it files with the Commission copies of the
annual reports on Form 10-K and the information, documents, and other reports
that the Company is required to file with the Commission pursuant to Section
13 or 15(d) of the Exchange Act as well as quarterly reports (collectively,
the "SEC Reports"). In the event the Company ceases to be required to file SEC
Reports pursuant to either of such Sections of the Exchange Act, the Company
will nevertheless continue to file such reports with the Commission (unless
the Commission will not accept such a filing) and the Trustee. The Company
will furnish copies of the SEC Reports to the Holders of the Notes at the time
the Company is required to file the same with the Trustee.
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GLOSSARY
Access Charges--The charges paid by an interexchange carrier to a LEC for
the origination or termination of the IXC's customer's long distance calls.
Access Line--A circuit that connects a telephone user (customer) to the
public switched telephone network.
CLEC (Competitive Local Exchange Carrier)--A category of telephone service
provider (carrier) that offers services similar to the former monopoly local
telephone company, as recently allowed by changes in telecommunications law
and regulation. A CLEC may also provide other types of telecommunications
services (long distance, etc.)
CLEC Certification--Granted by a state public service commission or public
utility commission, this allows a telecommunications service provider the
legal standing to offer local exchange telephone services in direct
competition with the incumbent LEC and other CLECs. Such certifications are
granted on a state by state basis.
Central Office--The switching system (such as a DMS-500 by Nortel) used to
connect calls.
Communications Act of 1934, The--The first major federal legislation that
established rules for broadcast and non-broadcast communications, both
wireless and wired telephony.
DMS-500--A telephone switch manufactured by Nortel, that provides both local
exchange switching (also known as a "class 5" switch) and a long distance
switch (also known as a "class 4" switch) in a single device.
FCC (Federal Communications Commission)--The United States Government
organization charged with the oversight of all public communications media.
ILEC (Incumbent Local Exchange Carrier)--The local exchange carrier that was
the monopoly carrier, prior to the opening of local exchange services to
competition.
Interconnection Agreement--A contract between an ILEC and a CLEC for the
interconnection of the party's networks, for the purpose of mutual passing of
traffic between the networks, allowing customers of one of the networks to
call users served by the other network. These agreements set out the financial
and operational aspects of such interconnection.
Interim Number Portability--A temporary technique that allows local exchange
service customers of an ILEC to keep their existing telephone number, while
moving their service to a CLEC. This interim technique uses a central office
feature called remote call forwarding. The permanent solution to number
portability is to be implemented over the next few years.
Fiber Optic Digital Network--A modern telephone technology that combines
voice and data switching in an efficient manner.
ISP (Information Service Provider)--An information service provider which
allows for access to the Internet.
IXC (Interexchange Carrier)--A provider of telecommunications services
between exchanges, or cities; also called long distance carrier. A long
distance carrier may offer services over its own or another carrier's
facilities.
LEC (Local Exchange Carrier)--Any telephone service provider offering local
exchange services.
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Local Exchange--An area inside of which telephone calls are generally
completed without any toll, or long distance charges. Local exchange areas are
defined by the state regulator of telephone services.
POP (Point of Presence)--A location where a carrier, usually an IXC, has
located transmission and terminating equipment to connect its network to the
networks of other carriers, or to customers.
PUC (Public Utility Commission)--A state regulatory body, established in
most states, which regulates utilities, including telephone companies
providing intrastate services.
Reciprocal Compensation--The compensation paid by a carrier to terminate
traffic on another carrier's network.
RBOC (Regional Bell Operating Company)--One of the LECs created by the
divestiture of the local exchange business from AT&T in 1984. These include
BellSouth, Bell Atlantic, Ameritech, US West and SBC.
Special Access Lines--Private, non-switched connections between an IXC and a
customer, for the purpose of connecting the customer's long distance calls
directly to the IXC's network, without having to pay the LEC's access charges.
Switch--A device that opens or closes circuits or selects the paths or
circuits to be used for transmission of information. Switching is a process of
interconnecting circuits to form a transmission path between users. The DMS-
500 by Nortel is an example of a switch.
Switched Services--Transmission of switched calls through the local switched
network.
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FOCAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS.................................. F-2
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets as of December 31, 1996, 1997 and June 30,
1998................................................................... F-3
Consolidated Statements of Operations for the Period from May 31, 1996
(Commencement of Operations), to December 31, 1996, for the Year Ended
December 31, 1997 and for the Six Months Ending June 30, 1997 and
1998................................................................... F-4
Consolidated Statements of Stockholders' Equity (Deficit) for the Period
from May 31, 1996 (Commencement of Operations), to December 31, 1996,
for the Year Ended December 31, 1997 and for the Six Months Ending June
30, 1997 and 1998...................................................... F-5
Consolidated Statements of Cash Flows for the Period from May 31, 1996
(Commencement of Operations), to December 31, 1996, for the Year Ended
December 31, 1997 and for the Six Months Ending June 30, 1997 and
1998................................................................... F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS................................ F-7
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors of
Focal Communications Corporation:
We have audited the accompanying consolidated balance sheets of FOCAL
COMMUNICATIONS CORPORATION AND SUBSIDIARIES (a Delaware corporation) as of
December 31, 1996 and 1997, and the related consolidated statements of
operations, stockholders' deficit and cash flows for the period from May 31,
1996 (commencement of operations), to December 31, 1996, and for the year
ended December 31, 1997. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Focal
Communications Corporation and Subsidiaries as of December 31, 1996 and 1997,
and the results of its operations and its cash flows for the period from May
31, 1996 (commencement of operations), to December 31, 1996, and for the year
ended December 31, 1997, in conformity with generally accepted accounting
principles.
As explained in Note 14 to the financial statements, the Company has given
retroactive effect to a change in accounting for the recapitalization and
compensation. This change in accounting resulted in the recognition of
compensation expense of $108,333 and $1.3 million in 1996 and 1997,
respectively.
Arthur Andersen LLP
Chicago, Illinois
January 14, 1998 (Except
with respect to the matter
discussed in Note 14, as to
which the date is August
13, 1998)
F-2
<PAGE>
FOCAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30,
DECEMBER 31, DECEMBER 1998
ASSETS 1996 31, 1997 (UNAUDITED)
------ ------------ ----------- ------------
<S> <C> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents............ $ 3,790,121 $ 2,256,552 $140,077,423
Accounts receivable, trade (net of
allowance for doubtful accounts of
$469,000 and $1,298,000 at December
31, 1997 and June 30, 1998,
respectively)....................... -- 2,355,814 7,879,444
Related-party receivables............ 16,883 34,883 --
Other current assets................. -- 90,559 384,104
----------- ----------- ------------
Total current assets............... 3,807,004 4,737,808 148,340,971
----------- ----------- ------------
FIXED ASSETS, at cost:
Communications network............... -- 7,906,336 12,772,941
Construction in progress............. 37,285 1,938,236 14,686,578
Computer equipment................... 45,018 941,237 1,692,504
Leasehold improvements............... -- 652,173 2,486,749
Furniture and fixtures............... -- 355,759 530,504
Motor vehicles....................... -- -- 19,289
----------- ----------- ------------
82,303 11,793,741 32,188,565
Less--Accumulated depreciation and
amortization........................ 1,150 616,967 2,079,666
----------- ----------- ------------
Fixed assets, net.................. 81,153 11,176,774 30,108,899
Other non-current assets (net)....... -- -- 5,573,279
$ 3,888,157 $15,914,582 $184,023,149
=========== =========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
(DEFICIT)
------------------------------------
CURRENT LIABILITIES:
Accounts payable..................... $ 197,246 $ 1,502,479 $ 2,083,051
Accrued liabilities.................. 71,212 367,890 1,103,571
Current maturities of long-term
debt................................ -- 943,621 --
----------- ----------- ------------
Total current liabilities.......... 268,458 2,813,990 3,186,622
LONG-TERM DEBT, net of current
maturities............................ -- 2,593,265 156,624,309
----------- ----------- ------------
OTHER NONCURRENT LIABILITIES........... -- 179,481 358,963
----------- ----------- ------------
REDEEMABLE COMMON STOCK:
Class A, $.01 par value, 85,567
shares authorized and 79,461, 80,307
and 0 issued and outstanding at
December 31, 1996, 1997 and June 30,
1998................................ 4,024,653 12,403,218 --
----------- ----------- ------------
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, Class A, $.01 par
value, 85,567 shares authorized and
80,307 issued and outstanding at
March 31, 1998...................... -- -- 803
Common stock, Class B, $.01 par
value; 35,000 shares authorized,
20,000 shares issued and outstanding
at December 31, 1996, 1997 and June
30, 1998............................ 200 200 200
Common stock, Class C, $.01 par
value; 15,000 shares authorized,
14,711 shares issued and outstanding
at December 31, 1996, 1997 and June
30, 1998............................ 147 147 147
Additional paid-in capital........... 5,200,000 5,096,435 31,298,850
Deferred compensation................ (5,091,667) (3,791,667) (3,141,667)
Accumulated deficit.................. (513,634) (3,380,487) (4,305,078)
----------- ----------- ------------
Total stockholders' equity
(deficit)......................... (404,954) (2,075,372) 23,853,255
----------- ----------- ------------
$ 3,888,157 $15,914,582 $184,023,149
=========== =========== ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
<PAGE>
FOCAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
FOR THE PERIOD FROM
MAY 31, 1996 FOR THE FOR THE SIX MONTHS
(COMMENCEMENT OF YEAR ENDING ENDING JUNE 30,
OPERATIONS) TO DECEMBER ------------------------
DECEMBER 31, 1996 31, 1997 1997 1998
------------------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
REVENUES................ $ -- $ 4,023,690 $ 86,908 $13,180,490
EXPENSES:
Customer service and
network operations... -- 2,154,980 252,962 4,613,950
Selling, general and
administrative....... 421,777 2,887,372 994,597 3,271,785
Depreciation and
amortization......... 1,150 615,817 92,559 2,006,269
Non-cash compensation
expense.............. 108,333 1,300,000 650,000 650,000
--------- ----------- ----------- -----------
Total operating
expenses........... 531,260 6,958,169 1,990,118 10,542,004
--------- ----------- ----------- -----------
Operating income
(loss)............. (531,260) (2,934,479) (1,903,210) 2,638,486
--------- ----------- ----------- -----------
OTHER INCOME (EXPENSE):
Interest income....... 17,626 195,696 98,939 3,080,716
Interest expense...... -- (128,070) (3,697) (6,643,793)
--------- ----------- ----------- -----------
17,626 67,626 95,242 (3,563,077)
--------- ----------- ----------- -----------
NET LOSS................ $(513,634) $(2,866,853) $(1,807,968) $ (924,591)
--------- ----------- ----------- -----------
ACCRETION TO REDEMPTION
VALUE OF CLASS A COMMON
STOCK.................. -- (103,565) (51,780) --
--------- ----------- ----------- -----------
NET LOSS APPLICABLE TO
COMMON STOCKHOLDERS.... $(513,634) $(2,970,418) $(1,859,748) $ (924,591)
========= =========== =========== ===========
BASIC AND DILUTED NET
LOSS PER SHARE OF
COMMON STOCK........... $ (15.74) $ (29.68) $ (18.62) $ (9.22)
========= =========== =========== ===========
BASIC AND DILUTED
WEIGHTED AVERAGE NUMBER
OF SHARES OF COMMON
STOCK OUTSTANDING...... 32,625 100,093 99,884 100,307
========= =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
<PAGE>
FOCAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM MAY 31, 1996 (COMMENCEMENT OF OPERATIONS), TO DECEMBER 31,
1996, FOR THE YEAR ENDED DECEMBER 31, 1997, AND FOR THE THREE MONTHS ENDED
MARCH 31, 1998
<TABLE>
<CAPTION>
CLASS A CLASS B CLASS C
COMMON STOCK COMMON STOCK COMMON STOCK
COMMON STOCK $.01 PAR VALUE $.01 PAR VALUE $.01 PAR VALUE ADDITIONAL
-------------- ---------------- ---------------- ---------------- PAID-IN DEFERRED ACCUMULATED
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT CAPITAL COMPENSATION DEFICIT
------ ------ -------- ------- -------- ------- -------- ------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
May 31, 1996
(commencement of
operations)..... -- $-- -- $ -- -- $ -- -- $ -- $-- $-- $--
Issuance of
common stock... 1,500 -- -- -- -- -- -- -- -- -- --
Conversion of
common stock to
Class B
common......... (1,125) -- -- -- 20,000 200 -- -- -- -- --
Conversion of
common stock to
Class C
common......... (375) -- -- -- -- -- 14,711 147 -- -- --
Deferred
Compensation... -- -- -- -- -- -- -- -- 5,200,000 (5,200,000) --
Amortization of
deferred
compensation... -- -- -- -- -- -- -- -- -- 108,333 --
Net loss........ -- -- -- -- -- -- -- -- -- -- (513,634)
------ ---- -------- ------ -------- ------ -------- ------ ----------- ---------- -----------
BALANCE,
December 31, 1996.. -- -- -- -- 20,000 200 14,711 147 5,200,000 (5,091,667) (513,634)
Accretion of
redeemable
common stock... -- -- -- -- -- -- -- -- (103,565) -- --
Amortization of
deferred
compensation... -- -- -- -- -- -- -- -- -- 1,300,000 --
Net loss........ -- -- -- -- -- -- -- -- -- -- (2,866,853)
------ ---- -------- ------ -------- ------ -------- ------ ----------- ---------- -----------
BALANCE,
December 31, 1997.. -- -- -- -- 20,000 200 14,711 147 5,096,435 (3,791,667) (3,380,487)
------ ---- -------- ------ -------- ------ -------- ------ ----------- ---------- -----------
Adjustment to
reflect
amendment to
stock purchase
agreement....... -- -- 80,307 803 -- -- -- -- 12,402,415 -- --
Class A Common
Capital
Contributions... -- -- -- -- -- -- -- -- 13,800,000 -- --
Amortization of
deferred
compensation.... -- -- -- -- -- -- -- -- -- 650,000 --
Net Loss......... -- -- -- -- -- -- -- -- -- -- (924,591)
------ ---- -------- ------ -------- ------ -------- ------ ----------- ---------- -----------
BALANCE, June 30,
1998
(Unaudited)..... -- $-- 80,307 $ 803 20,000 $ 200 14,711 $ 147 $31,298,850 (3,141,667) $(4,305,078)
====== ==== ======== ====== ======== ====== ======== ====== =========== ========== ===========
<CAPTION>
TOTAL
------------
<S> <C>
May 31, 1996
(commencement of
operations)..... $--
Issuance of
common stock... --
Conversion of
common stock to
Class B
common......... 200
Conversion of
common stock to
Class C
common......... 147
Deferred
Compensation... --
Amortization of
deferred
compensation... 108,333
Net loss........ (513,634)
------------
BALANCE,
December 31, 1996.. (404,954)
Accretion of
redeemable
common stock... (103,565)
Amortization of
deferred
compensation... 1,300,000
Net loss........ (2,866,853)
------------
BALANCE,
December 31, 1997.. (2,075,372)
------------
Adjustment to
reflect
amendment to
stock purchase
agreement....... 12,403,218
Class A Common
Capital
Contributions... 13,800,000
Amortization of
deferred
compensation.... 650,000
Net Loss......... (924,591)
------------
BALANCE, June 30,
1998
(Unaudited)..... $23,853,255
============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
<PAGE>
FOCAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
PERIOD FROM
MAY 31, 1996
(COMMENCEMENT
OF FOR THE YEAR FOR SIX MONTHS ENDED
OPERATIONS), ENDED JUNE 30,
TO DECEMBER DECEMBER 31, -------------------------
31, 1996 1997 1997 1998
------------- ------------ ----------- ------------
(UNAUDITED)
<S> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss.............. $ (513,634) $ (2,866,853) $(1,807,968) $ (924,591)
Adjustments to
reconcile net loss to
net cash provided by
(used in) operating
activities--
Depreciation and
amortization....... 1,150 615,817 92,559 2,006,269
Deferred lease
costs.............. -- 179,481 -- 179,484
Deferred
Compensation
Expense............ 108,333 1,300,000 650,000 650,000
Accretion of senior
discount notes..... -- -- -- 6,596,702
Provision for losses
on accounts
receivable......... -- 469,000 11,051 829,000
Changes in operating
assets and
liabilities--
Accounts
receivable....... -- (2,824,814) (97,959) (6,352,630)
Related-party
receivables...... (16,883) (18,000) 16,883 34,883
Other assets...... -- (90,559) (96,985) (293,545)
Accounts payable
and accrued
liabilities...... 268,458 1,601,911 273,432 1,316,253
---------- ------------ ----------- ------------
Net cash
provided by
(used in)
operating
activities..... (152,576) (1,634,017) (958,987) 4,041,825
---------- ------------ ----------- ------------
CASH FLOWS FROM
INVESTING ACTIVITIES:
Capital expenditures.. (82,303) (11,655,524) (3,695,993) (20,394,824)
---------- ------------ ----------- ------------
Net cash used in
investing
activities..... (82,303) (11,655,524) (3,695,993) (20,394,824)
CASH FLOW FROM FINANCING
ACTIVITIES:
Net proceeds from
issuance of long-term
debt................. -- 3,697,500 67,448 143,910,756
Payments on bank
credit facility and
capital leases....... -- (216,528) (7,061) (3,536,886)
Proceeds from Class A
common capital
contributions........ 4,025,000 8,275,000 4,275,000 13,800,000
---------- ------------ ----------- ------------
Net cash
provided by
financing
activities..... 4,025,000 11,755,972 4,335,387 154,173,870
---------- ------------ ----------- ------------
NET INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS............ 3,790,121 (1,533,569) (319,593) 137,820,871
CASH AND CASH
EQUIVALENTS, beginning
of period.............. -- 3,790,121 3,790,121 2,256,552
---------- ------------ ----------- ------------
CASH AND CASH
EQUIVALENTS, end of
period................. $3,790,121 $ 2,256,552 $ 3,470,528 $140,077,423
========== ============ =========== ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
<PAGE>
FOCAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1997, AND JUNE 30, 1997 AND 1998
1. ORGANIZATION AND OPERATIONS
Focal Communications Corporation began operations on May 31, 1996. Focal
Communications Corporation and Subsidiaries (the "Company") is a competitive
local exchange carrier ("CLEC") in the United States and offers a range of
telecommunications services. The Company currently has operations in Illinois
and New York. The Company competes with incumbent local exchange carriers
("ILECs") by providing high quality, local telecommunications services,
primarily over fiber optic digital networks, to meet the voice and data
transmission needs of its customers. The Company's customers are principally
telecommunications-intensive businesses, other carriers and resellers and
internet service providers.
The Company incurred an accumulated deficit of $3,380,487 from May 31, 1996
(commencement of operations), through December 31, 1997. The Company must
recognize significant sales and obtain additional capital to adequately grow
its operations. Future profitability of the Company is dependent upon
continued market acceptance and the Company continuing to adequately provide
and maintain its services. Management believes that current financial
forecasts, marketing strategies and capital raising plans are adequate to
address these issues.
2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The 1996, 1997, and June 30, 1998 consolidated balance sheets include the
accounts of the Company and all wholly owned subsidiaries. All material
intercompany transactions and balances have been eliminated in consolidation.
Unaudited Interim Financial Information
The unaudited consolidated balance sheets as of June 30, 1997 and 1998, the
unaudited consolidated statements of stockholders' equity for the six months
ended June 30, 1997 and 1998 and the unaudited statements of operations and
cash flows for the six months ended June 30, 1997 and 1998 include, in the
opinion of management, all adjustments (consisting of normal and recurring
adjustments) necessary to present fairly the Company's financial position,
results of operations and cash flows. Operating results for the six months
ended June 30, 1998 are not necessarily indicative of the results which may be
expected for the year ended December 31, 1998. All information included in
these notes to financial statements related to the six months ended June 30,
1997 and 1998 is unaudited.
Basis of Accounting
The accompanying consolidated financial statements have been prepared on the
accrual basis of accounting.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
F-7
<PAGE>
FOCAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Risks and Uncertainties
The Company has recorded revenues and related accounts receivable totaling
$1.7 million as of December 31, 1997, and $4.4 million as of June 30, 1998
from another carrier who is currently disputing its obligation to the Company.
This dispute was ruled on in favor of the Company by the Illinois Commerce
Commission ("ICC") in March, 1998. The other carrier has appealed the ICC
ruling, and a stay of payments due was granted in federal district court
pending consideration of the appeal. A federal court hearing took place in
June and a ruling was rendered on July 21, 1998 affirming the ICC order. The
stay of the ICC order has been continued for an additional 35 days to allow
the parties to appeal.
Concentration of Suppliers
The Company currently leases its transport capacity from a limited amount of
suppliers and is dependent upon the availability of fiber optic transmission
facilities owned by the suppliers. The Company is currently vulnerable to the
risk of renewing favorable supplier contracts, timeliness of the supplier in
processing the Company's orders for customers and is at risk to regulatory
agreements that govern the rates to be charged to the Company.
Cash and Cash Equivalents
Cash and cash equivalents (stated at cost which approximates market) consist
principally of highly liquid investments, with a maturity date of three months
or less when purchased.
Revenue Recognition
Revenue is recognized over the period in which the services are provided.
Monthly recurring charges include fees paid by customers for lines in service,
additional features on those lines and colocation space. These charges are
billed monthly, in advance, and are fully earned during the month. Usage
charges, initial, non-recurring charges, and reciprocal compensation charges
are billed in arrears and are fully earned when billed.
Depreciation and Amortization
Depreciation is provided on a straight-line basis over the estimated useful
lives of the assets as follows:
<TABLE>
<CAPTION>
ASSET DESCRIPTION USEFUL LIFE
----------------- -----------
<S> <C>
Communications network............. 3-8 years
Computer equipment................. 3 years
Leasehold improvements............. Shorter of asset life or life of lease
Furniture and fixtures............. 2-5 years
</TABLE>
When depreciable assets are replaced or retired, the amounts at which such
assets were carried are removed from the respective accounts and charged to
accumulated depreciation and any gains or losses on disposition is recorded
currently in the consolidated statements of operations.
Maintenance and repairs are charged to expense as incurred, while major
replacements and improvements are capitalized.
F-8
<PAGE>
FOCAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Impairment of Long-Lived Assets
The Company periodically assesses the recoverability of the carrying cost of
its long-lived assets based on a review of its projected undiscounted cash
flows related to the asset held for use. If assets are determined to be
impaired then the asset is written down to its fair value based on the present
value of the discounted cash flows of the related asset or other relevant
measures (quoted market prices, third party offers, etc.). Based on its
review, management does not believe that an impairment of the long-lived
assets has occurred.
Capitalized Interest
Interest is capitalized in connection with the construction of major
facilities and communication networks. The capitalized interest is recorded as
part of the asset to which it relates and is amortized over the asset's
estimated useful life. No interest was capitalized for the period from May 31,
1996, to December 31, 1996, for the year ended December 31, 1997, and for the
six months ended June 30, 1998.
Income Taxes
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 109, "Accounting for Income
Taxes," pursuant to which deferred income tax assets and liabilities are
determined based on the difference between the financial statement and tax
bases of assets and liabilities, using enacted tax rates currently in effect.
State and local taxes may be based on factors other than income.
Other Noncurrent Liabilities
Other noncurrent liabilities represent deferred lease incentives which
reduce lease expense ratably over future periods.
Financial Instruments
The carrying amounts of the Company's financial instruments at December 31,
1996 and 1997 and June 30, 1997 and 1998 approximate their fair values. The
following methods were used in estimating fair value disclosures for
significant financial instruments: (i) cash equivalents, accounts receivable,
accounts payable and accrued expenses approximate their carrying amount due to
the short duration of those instruments and (ii) long-term debt approximates
the underlying cash flows discounted at the Company's incremental borrowing
rates.
Stock-Based Compensation
The Company has chosen to account for stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board Opinion
("APB") No. 25, "Accounting for Stock Issued to Employees." Accordingly, no
compensation expense has been recorded for its stock option awards, but
rather, the Company has determined the pro forma net loss amount for 1997, and
the six months ended June 30, 1998 as if compensation expense had been
recorded for options granted during 1997 and the six months ended June 30,
1998 under the fair value method described in SFAS No. 123, "Accounting for
Stock-Based Compensation."
The Company utilized the Black-Scholes option pricing model to estimate the
fair value of options at the date of grant during 1997 and the six months
ended June 30, 1998. Had the Company adopted SFAS No. 123, pro forma net loss
applicable to common stockholders and pro forma basic and diluted net loss per
share of common stock would have been approximately $(3,010,434) and $(30.08)
for the year ended December 31, 1997,
F-9
<PAGE>
FOCAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
and $(997,263) and $(9.94) for the six months ended June 30, 1998. The pro
forma disclosure is not likely to be indicative of pro forma results which may
be expected in future years because of the fact that options vest over several
years, compensation expense is recognized as the options vest and additional
awards may also be granted.
Accretion to Redemption Value of Class A Common Stock
Accretion to redemption value of redeemable Class A common stock represents
the change in the redemption value of all outstanding Class A common stock
allocable to each period. The redemption values for all Class A common shares
are based on fair market value and accretion is calculated using the effective
interest method (Note 11).
Loss Per Share
Basic and diluted loss per share were computed in accordance with SFAS No.
128, "Earnings Per Share" (Note 7).
3. RELATED-PARTY RECEIVABLES
As part of the stock purchase agreement (Note 10), executive shareholders,
as defined, purchased their Class A common shares with 90-day promissory
notes. The promissory notes are with recourse to each executive and have a
prepayment provision without penalty. The notes are secured by a pledge of all
Company common stock and other assets held by the executives. Interest accrues
on a daily basis at a rate equal to the applicable federal rate for
obligations of similar duration. On June 30, 1998 there were no receivables
due from the executive shareholders.
4. LONG-TERM DEBT
During September, 1997, the Company entered into a credit facility with a
bank which provides for, among other things, a committed equipment line of up
to a maximum principal amount of $6,000,000. The credit facility expires on
October 30, 2002.
The Company may request advances ranging from 70% to 100%, of invoice
amounts related to equipment purchases and construction of facilities, as
defined. All advances under the committed equipment line bear interest at two
percentage points above the prime rate (10.5% at December 31, 1997).
All advances that are outstanding for 30 days will be payable in 48 equal
monthly installments of principal, plus all accrued interest. Advances, once
repaid, may not be reborrowed. Total advances of $3,480,972 were outstanding
as of December 31, 1997. All of the outstanding Class A, Class B and Class C
common stock have been pledged as security for the performance of all
obligations as defined in the credit facility. In February 1998 all amounts
outstanding on this credit facility were repaid and the credit facility was
terminated.
In February, 1998, the Company completed its offering of $270 million stated
principal amount at maturity of its 12.125% senior discount notes due 2008
(the "Notes"), which resulted in gross proceeds of $150,027,606. The Notes
bear interest at the rate of 12.125% per annum (computed on a semiannual bond
equivalent basis). In the period prior to February 15, 2003, interest will
accrue but will not be payable in cash. From February 15, 2003, interest on
the stated principal amount at maturity of the Notes will be payable in cash
semi-annually on August 15 and February 15 of each year, beginning on August
15, 2003.
The Notes are senior unsecured obligations of the Company ranking pari passu
in right of payment with all other existing and future senior indebtedness of
the Company, if any, and will rank senior in right of payment to all existing
and future subordinated indebtedness of the Company, if any. Holders of
secured indebtedness of the
F-10
<PAGE>
FOCAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Company, however, will have claims that are prior to the claims of the holders
of the Notes with respect to the assets securing such other indebtedness. The
Notes will be effectively subordinated to all existing and future indebtedness
and other liabilities of the Company's subsidiaries (including accounts
payable).
The Notes are redeemable, at the Company's option, in whole or in part, at
any time or from time to time, on or after February 15, 2003, at 106.063% of
their stated principal amount at maturity, plus accrued and unpaid current
interest, declining ratably to 100% of their stated principal amount at
maturity, plus accrued and unpaid current interest, on or after February 15,
2006. In addition, at any time and from time to time, prior to February 15,
2001, the Company may redeem in the aggregate up to 35% of the original
aggregate stated principal amount at maturity of the Notes with the proceeds
from one or more public equity offerings following which there is a public
market, at a redemption price (expressed as a percentage of accreted value on
the redemption date) of 112.125%, plus additional interest, if any; provided
that at least 65% of the original aggregate stated principal amount at
maturity of the Notes remains outstanding after each such redemption.
The Notes indenture contains certain covenants which, among other things,
restrict the ability of the Company and certain of its subsidiaries to incur
additional indebtedness (and, in the case of certain subsidiaries, issue
preferred stock), pay dividends or make distributions in respect of the
Company's or such subsidiaries' capital stock, make other restricted payments,
enter into sale and leaseback transactions, incur liens, cause encumbrances or
restrictions to exist on the ability of certain subsidiaries to pay dividends
or make distributions in respect of their capital stock, issue and sell
capital stock of certain subsidiaries, enter into transactions with
affiliates, sell assets, or amalgamate, consolidate, merge or sell or
otherwise dispose of all or substantially all of their property and assets.
These covenants are subject to exceptions and qualifications. The Company is
in compliance with these covenants as of June 30, 1998.
Long-term debt at December 31, 1997 and June 30, 1998, consists of the
following:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
------------ ------------
(UNAUDITED)
<S> <C> <C>
Credit facility with bank, maximum borrowing
level at $6,000,000........................... $3,480,972 $ --
12.125% senior discount notes due 2008, net of
unamortized discount of $113,375,691.......... -- 156,624,309
Capital leases on equipment with interest at
14.66%, $2,327 due monthly through April,
2000.......................................... 55,914 --
---------- ------------
3,536,886 156,624,309
Less--Current Maturities....................... 943,621 --
---------- ------------
$2,593,265 $156,624,309
========== ============
</TABLE>
Aggregate maturities of long-term debt outstanding as of December 31, 1997,
is as follows:
<TABLE>
<S> <C>
1998........................................................... $ 943,621
1999........................................................... 943,621
2000........................................................... 937,579
2001........................................................... 712,065
----------
Total...................................................... $3,536,886
==========
</TABLE>
F-11
<PAGE>
FOCAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
5. STOCK OPTIONS
The Company established the Focal Communications Corporation 1997 Non-
Qualified Stock Option Plan (the "Plan") effective February 27, 1997. The Plan
is administered by the Company's Board of Directors (the "Board"). The Board
has sole and complete authority to select participants and grant options for
the Company's Class A common shares which shall not exceed 5,260 shares, as
defined. During 1997, and the six months ended June 30, 1998 stock options
were granted to employees and a director with exercise prices approximating
the fair market value of the shares on the date of grant and, accordingly, no
compensation expense has been recognized in connection with the options.
The Plan gives the Board complete discretion in determining vesting periods
and terms of each participant's options granted. All options granted to
employees and to a director during 1997 and the six months ended June 30, 1998
provide vesting ranging from three to four years. Vesting occurs at 10%
immediately for one participant, 25% on the first-year anniversary from grant
date for all remaining participants and vesting at 12.5% to 15% every six
months for the remainder of vesting years. The term of each option is 10
years. In addition, the Plan provides for accelerated vesting upon certain
events, as defined.
The following summarizes option activity:
<TABLE>
<CAPTION>
WEIGHTED
SHARES OF AVERAGE
CLASS A EXERCISE EXERCISE
COMMON PRICES PRICES
--------- ----------- --------
<S> <C> <C> <C>
Outstanding at December 31, 1996.......... -- $ -- $ --
Granted during 1997..................... 1,222 $290-$ 320 $296.61
----- ----------- -------
Outstanding at December 31, 1997.......... 1,222 $290-$ 320 $296.61
===== =========== =======
Granted during the six months ended June
30, 1998............................... 1,784 $335-$1,050 $788.54
----- ----------- -------
Outstanding at June 30, 1998.............. 3,006 $290-$1,050 $588.56
===== =========== =======
</TABLE>
The fair value of each option was estimated on the date of grant based on
the Black-Scholes option pricing model assuming, among other things, no
dividend yield, a risk-free interest rate ranging from 5.62% to 6.66%,
expected volatility of 41.67% and expected life of five years.
The Black-Scholes option model estimated the weighted average fair value at
the date of grant of options granted in 1997 and for the six months ended June
30, 1998 to be $280 per option as of June 30, 1998. The remaining contractual
life of all options was approximately 10 years.
F-12
<PAGE>
FOCAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
6. INCOME TAXES
There is no current or deferred tax expense for the period from May 31,
1996, to December 31, 1996, for the year ended December 31, 1997, and for the
six months ended June 30, 1997 and 1998. The deferred tax consequences of
temporary differences in reporting items for financial statement and income
tax purposes are recognized, if appropriate. Realization of future tax
benefits related to the deferred tax assets is dependent on many factors,
including the Company's ability to generate taxable income. Management has
considered these factors and has concluded that a full valuation allowance for
financial reporting purposes is required for the deferred tax assets. The
income tax effect of temporary differences comprising the net deferred tax
asset is a result of the following:
<TABLE>
<CAPTION>
1996 1997
-------- ---------
<S> <C> <C>
Deferred income tax liabilities--Depreciation....... $ -- $(227,000)
-------- ---------
Deferred income tax assets--Assets recorded for tax
purposes........................................... -- 205,000
Net operating losses................................ 76,000 724,000
-------- ---------
76,000 929,000
-------- ---------
Less--Valuation allowance........................... (76,000) (702,000)
-------- ---------
Net deferred tax assets............................. $ -- $ --
======== =========
</TABLE>
The Company has net operating loss carryforwards as of December 31, 1997 of
approximately $1,811,000 for tax purposes to offset future taxable income. The
operating loss carryforwards expire principally in 2012.
7. LOSS PER SHARE
SFAS No. 128, "Earnings Per Share," requires the Company to calculate its
earnings per share based on basic and diluted earnings per share, as defined.
Basic and diluted loss per share for the period from May 31, 1996, to December
31, 1996, for the year ended December 31, 1997, and for the six months ended
June 30, 1998 was computed by dividing net loss applicable to common
stockholders by the weighted average number of shares of common stock (Class A
and Class B common stock).
The 14,711 Class C common shares and the Company's 2,694 unvested stock
options granted during 1997 and the six months ended June 30, 1998, are
antidilutive and have been excluded from diluted loss per share calculation
for the year ended December 31, 1997 and the six months ended June 30, 1998.
8. EMPLOYEE BENEFIT PLAN
The Company has a 401(k) Plan (the "Plan") covering substantially all
eligible employees. Under the Plan, participants may make pretax contributions
from 1% to 15% of eligible earnings, as defined. The Company may elect to
contribute to the Plan at its discretion. There have been no Company
contributions to the Plan for the years ended December 31, 1996 and 1997. In
February 1998 the company elected to match 30% of the first 10% that an
employee contributes to the plan.
F-13
<PAGE>
FOCAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
9. COMMITMENTS AND CONTINGENCIES
Under the terms of various short- and long-term contracts, the Company is
obligated to pay office rents and rent for leasing fiber optic transmission
facilities. The Company is obligated to pay office rents in connection with
its operations through 2012. The office rent contracts provide for certain
scheduled increases and for possible escalation of basic rentals based on a
change in the cost of living or on other factors. The Company expects to enter
into other contracts for additional office space, other facilities, equipment
and maintenance services in the future.
A summary of such fixed commitments at December 31, 1997, is as follows:
<TABLE>
<CAPTION>
YEAR AMOUNT
---- ----------
<S> <C>
1998........................................................... $ 575,000
1999........................................................... 584,000
2000........................................................... 595,000
2001........................................................... 475,000
2002........................................................... 500,000
Thereafter..................................................... 4,784,000
----------
Total........................................................ $7,513,000
==========
</TABLE>
Rent expense under operating leases for office rent and rent for leasing
fiber optic transmission facilities was approximately $6,488 for the period
from May 31, 1996, to December 31, 1996, and $651,159 for the year ended
December 31, 1997.
In the ordinary course of business, the Company is involved in various
regulatory matters (Note 2), proceedings and claims. In the opinion of the
Company's management, the outcome of such proceedings will not have a
materially adverse effect on the Company's financial position, results of
operations or cash flows.
10. STOCK PURCHASE AGREEMENT
On November 27, 1996, the Company entered into a Stock Purchase Agreement
(the "Agreement") with Institutional Investors and Executives ("Investors"),
as defined in the Agreement. The Agreement resulted in 79,384 shares of Class
A Common Stock, par value $.01 per share being issued for an aggregate
purchase price of $4 million, and subsequent transactions in which Investors
will make pro-rata contributions to the capital of the Company (with no
additional shares being issued) of up to an additional $21.8 million (total
investment of up to $25.8 million). Total capital contributions to the Company
for the issuance of Class A common were $4,025,000, $8,275,000, and
$13,800,000 for the period from May 31, 1996, to December 31, 1996, for the
year ended December 31, 1997, and for the six months ended June 30, 1998,
respectively.
Subsequent to the closing of the Agreement, the Company sold 77 shares and
846 shares of Class A Common shares to Designees (as defined in the Agreement)
of the Institutional Investors, for a total purchase price of $25,000 and
$275,000 for the period from May 31, 1996, to December 31, 1996, and for the
year ended December 31, 1997, respectively.
As part of the Agreement, the Company and Executives' existing common stock
held by the executives converted into newly issued Class B common and Class C
common shares (the "Exchange"). The closing of the Exchange and issuance of
Class B common and Class C common shares took place simultaneously with the
initial closing of the issuance of Class A common shares under the Agreement.
A summary of the Company's Class A, B and C common stock is as follows:
Class A Common--A total of 85,567 shares have been authorized and 79,461
and 80,307 are issued and outstanding as of December 31, 1996 and 1997,
respectively. Institutional Investors, as defined, who
F-14
<PAGE>
FOCAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
hold Class A common shares have the right to put the shares to the Company
at fair market value (Note 11). Once the put right is exercised by the
Institutional Investors, the Executive Investors and Designees of the
Institutional Investors have the right to participate in the put option as
to all, but not less than all, of the shares of Class A common owned by
them and pursuant to the Agreement. The Class A common held by
Institutional Investors have demand registration rights, all Class A common
stockholders have voting rights, piggyback registration rights, participate
in earnings and dividends and other preference features, as defined.
Class B Common--A total of 35,000 shares have been authorized and 20,000
shares are issued and outstanding as of December 31, 1996 and 1997. Class B
common stockholders have voting rights, piggyback registration rights,
participate in earnings and dividends and other preference features, as
defined. The Executive Stock Agreement ("ESA") provides vesting for Class B
common of 20% at the closing of the Agreement and an additional 20% on each
of the four anniversaries of the closing date of the Agreement. The ESA
also provides for vesting acceleration upon the occurrence of certain
events (as defined): (a) qualified sale of the Company; (b) qualified
reorganization; and (c) public offering of the Company's stock.
Class C Common--A total of 15,000 shares have been authorized and 14,711
shares are issued and outstanding as of December 31, 1996 and 1997. Class C
common stockholders have voting rights in which the executives have named
the Institutional Investors as their proxies to vote all unvested Class C
common shares. The ESA and other vesting agreements, under the Agreement,
provide vesting of the Class C common shares. Under the vesting agreements,
the Class C common shares vest, based upon certain triggering events (as
defined), including: (a) qualified sale of the Company; (b) qualified
liquidation of the Company; and (c) public offering of the Company's stock.
The Class C common shares will be automatically forfeited on November 27,
2003 if a triggering event does not occur. Once a triggering event takes
place the vesting of Class C common shares will also be subject to vesting
under the ESA which provides vesting at 20% at the closing of the agreement
and an additional 20% on each of the four anniversaries of the closing date
(November 27, 1996). Pursuant to the vesting agreements, upon the vesting
of any shares of Class C common an equal number of shares of Class A common
held by the Institutional Investors will be forfeited. At the time of a
triggering event the Company will be subject to a compensation charge equal
to the value transferred to the Class C common stockholders.
11. REDEEMABLE COMMON STOCK
As defined in the Agreement (Note 10), Institutional Investors which hold an
aggregate of 78,461 shares of Class A common shares have the right to put the
shares to the Company on or after November 27, 2003, at the greater of the
initial purchase price per share of Class A common owned by the Institutional
Investors or fair market value, as defined in the Agreement. Once the put
right is exercised by the Institutional Investors, the Executive Investors and
Designees of the Institutional Investors have the right to participate in the
put option as to all, but not less than all, of the shares of Class A common
owned by them and pursuant to the Agreement. This put right automatically
terminates upon the closing of an initial public offering, as defined. The
Company records accretion each quarter to the expected redemption value at
November 27, 2003, based on the effective interest method.
Although management has not obtained an appraisal of the fair market value
of the Company, certain public equity transactions have occurred within the
industry upon which management has based its estimate on the potential
redemption value of the aforementioned shares to be $333 and $325 per share as
of December 31, 1997 and 1996, respectively. The Company recorded accretion
totaling $103,565 and $0 for the year ended December 31, 1997, and for the
period from May 31, 1996, to December 31, 1996, respectively.
During January 1998, the Agreement was amended and the aforementioned put
right was replaced by a provision which would allow the Class A common
Institutional Investors, Executive Investors, and Designees of
F-15
<PAGE>
FOCAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Institutional Investors, as defined, to require the Company to voluntarily
liquidate. The Institutional Investors at any time and from time to time on or
after November 27, 2003, but not after the consummation of a public offering,
shall have the right to require the Company to voluntarily liquidate the
assets of the Company. Upon receipt of notice of the required liquidation, the
Company may elect to purchase all but not less than all of the Institutional
Investors' Class A common shares.
12. SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest and noncash investing and financing activities for
the year ended December 31, 1997, and for the six months ended June 30, 1998,
was as follows:
<TABLE>
<CAPTION>
FOR THE YEAR FOR THE SIX
ENDED MONTHS ENDED
DECEMBER 31, JUNE 30,
1997 1998
------------ ------------
(UNAUDITED)
<S> <C> <C>
Cash paid during the year for interest......... $ 94,533 $69,079
======== =======
Fixed assets acquired under capital leases..... $ 68,589 $ --
======== =======
Payments made under capital leases............. $ 12,675 $51,908
======== =======
Accretion to redemption value of Class A common
stock......................................... $103,565 $ --
======== =======
</TABLE>
13. SELECTED CONSOLIDATED QUARTERLY INFORMATION (UNAUDITED)
<TABLE>
<CAPTION>
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
1996 (for period from May
31, 1996 (commencement of
operations), to December
31, 1996)--
Revenues................. $ -- $ -- $ -- $ --
Loss from operations..... -- -- (21,650) (509,610)
Net loss applicable to
common stockholders..... -- -- (21,650) (491,984)
Basic and diluted net
loss per share.......... $ -- $ -- $ (1.08) $ (15.74)
========== =========== ========== ==========
1997--
Revenues................. $ -- $ 86,907 $1,226,076 $2,710,707
Loss from operations..... (757,526) (1,145,686) (786,352) (244,885)
Net loss applicable to
common stockholders..... (740,492) (1,119,257) (791,446) (319,223)
Basic and diluted net
loss per share.......... $ (7.45) $ (11.16) $ (7.89) $ (3.18)
========== =========== ========== ==========
1998--
Revenues................. $5,102,448 $ 8,078,043
Income from operations... 752,059 1,886,430
Net loss applicable to
common stockholders..... (341,191) (583,399)
Basic and diluted net
loss per share.......... $ (3.40) $ (5.82)
========== ===========
</TABLE>
F-16
<PAGE>
FOCAL COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONCLUDED)
14. SUBSEQUENT EVENT
As explained in Note 10, on November 27, 1996, the Executives completed the
Exchange (as defined in Note 10) as part of the Agreement. The Exchange was
accounted for as a recapitalization and as a noncompensatory event. However,
in connection with the public registration of the Notes in August 1998, the
Company has given retroactive effect to a change in accounting from
noncompensatory to compensatory. This change in accounting was due to the fact
that the Class B common shares vest over the term of employment and, as a
result, were determined to be compensatory in nature. Accordingly,
compensation expense totalling $5.2 million will be charged to income over the
vesting period of the Class B common shares. Compensation expense relating to
the Exchange of $108,333 and $1.3 million was recorded in 1996 and 1997
respectively. The effect on previously reported operating results is presented
below:
<TABLE>
<CAPTION>
1996 1997
------------------ --------------------
PER PER
AMOUNT SHARE AMOUNT SHARE
--------- ------- ----------- -------
<S> <C> <C> <C> <C>
Net loss, as previously
reported..................... $(405,301) $(12.42) $(1,670,418) $(16.69)
Non-cash compensation expense. (108,333) (3.32) (1,300,000) (12.99)
--------- ------- ----------- -------
Net loss, as adjusted......... $(513,634) $(15.74) $(2,970,418) $(29.68)
========= ======= =========== =======
</TABLE>
F-17
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFOR-
MATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PRO-
SPECTUS IN CONNECTION WITH THE OFFER MADE HEREBY, AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHO-
RIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH HEREIN OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE AS OF WHICH INFORMATION IS GIVEN IN THIS PRO-
SPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANY-
ONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED
OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO
DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITA-
TION.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary........................................................ 1
Risk Factors.............................................................. 11
The Exchange Offer........................................................ 21
Use of Proceeds........................................................... 29
Capitalization............................................................ 29
Selected Consolidated Financial and Operating Data........................ 30
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 32
Business.................................................................. 36
Management................................................................ 48
Security Ownership of Certain Beneficial Owners and Management............ 55
Certain Transactions...................................................... 57
Description of Capital Stock.............................................. 57
Description of the Exchange Notes......................................... 62
Plan of Distribution...................................................... 92
Certain United States Federal Income Tax Considerations................... 93
Legal Matters............................................................. 98
Independent Public Accountants............................................ 98
Available Information..................................................... 98
Index to Consolidated Financial Statements................................ F-1
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
$270,000,000
FOCAL COMMUNICATIONS CORPORATION
OFFER TO EXCHANGE ITS 12.125% SENIOR DISCOUNT NOTES DUE 2008, SERIES B FOR ANY
AND ALL OF ITS OUTSTANDING 12.125% SENIOR DISCOUNT NOTES DUE 2008
LOGO
----------------
PROSPECTUS
DATED AUGUST 14, 1998
----------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware General Corporation Law. The Company has statutory authority to
indemnify the officers and directors. The applicable provisions of the DGCL
state that, to the extent such person is successful on the merits or
otherwise, a corporation may indemnify any person who was or is a party or who
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise ("such Person"), against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by such Person, if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. In
any threatened, pending or completed action by or in the right of the
corporation, a corporation also may indemnify any such Person for costs
actually and reasonably incurred by him in connection with that action's
defense or settlement, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation;
however, no indemnification shall be made with respect to any claim, issue or
matter as to which such Person shall have been adjudged to be liable to the
corporation, unless and only to the extent that a court shall determine that
such indemnity is proper.
Under the applicable provisions of the DGCL, any indemnification shall be
made by the corporation only as authorized in the specific case upon a
determination that the indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable
standard of conduct. Such determination shall be made:
(1) By the Board of Directors by a majority vote of a quorum consisting
of directors who are not parties to such action, suit or proceeding; or
(2) If such a quorum is not obtainable or, even if obtainable, a quorum
of disinterested directors so directs, by independent legal counsel in a
written opinion; or
(3) By the affirmative vote of a majority of the shares entitled to vote
thereon.
The Company's Certificate of Incorporation provides for indemnification to
the full extent permitted by the laws of the State of Delaware against and
with respect to threatened, pending or completed actions, suits or proceedings
arising from or alleged to arise from, a party's actions or omissions as a
director, officer, employee or agent of the Company or of any subsidiary of
the Company or of any other corporation, partnership, joint venture, trust or
other enterprise which he has served in such capacity at the request of the
Company if such acts or omissions occurred or were or are alleged to have
occurred, while said party was a director or officer of the Company.
II-1
<PAGE>
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
1.1 Purchase Agreement with Salomon Brothers Inc, Morgan Stanley & Co.
Incorporated, and NationsBanc Montgomery Securities LLC, dated
February 12, 1998.+
2.1 Plan of Reorganization and Agreement by and among Focal Communications
Corporation and its Subsidiaries, dated June 12, 1997.+
3.1 Certificate of Incorporation+
3.2 By-Laws+
4.1 Indenture with Harris Trust and Savings Bank, dated February 18,
1998.+
4.2 Initial Global 12.125% Senior Discount Note Due February 15, 2008,
dated February 18, 1998.+
4.3 Exchange and Registration Agreement with Salomon Brothers Inc, Morgan
Stanley & Co. Incorporated, and NationsBanc Montgomery Securities LLC,
dated February 18, 1998.+
4.4 Form of Exchange Agent Agreement with Harris Trust and Savings Bank.+
4.5 Stock Purchase Agreement with Madison Dearborn Capital Partners, L.P.,
Frontenac VI, L.P., Battery Ventures III, L.P., Brian F. Addy, John R.
Barnicle, Joseph Beatty, and Robert C. Taylor Jr., dated November 27,
1996.+
4.6 Amendment to Stock Purchase Agreement with Madison Dearborn Capital
Partners, L.P., Frontenac VI, L.P., Battery Ventures III, L.P., Brian
F. Addy, John R. Barnicle, Joseph Beatty, and Robert C. Taylor Jr.,
dated January 23, 1998.+
4.7 Executive Investor Stock Pledge Agreement with Brian F. Addy, dated
November 27, 1996.+
4.8 Executive Investor Stock Pledge Agreement with John R. Barnicle, dated
November 27, 1996.+
4.9 Executive Investor Stock Pledge Agreement with Joseph A. Beatty, dated
November 27, 1996.+
4.10 Executive Investor Stock Pledge Agreement with Robert C. Taylor, Jr.,
dated November 27, 1996.+
4.11 Stockholders Agreement with Madison Dearborn Capital Partners, L.P.,
Frontenac VI, L.P., Battery Ventures III, L.P., Brian F. Addy, John R.
Barnicle, Joseph Beatty, and Robert C. Taylor Jr., dated November 27,
1996.+
4.12 Executive Stock Agreement and Employment Agreement with Brian F. Addy,
dated November 27, 1996.+
4.13 Executive Stock Agreement and Employment Agreement with John R.
Barnicle, dated November 27, 1996.+
4.14 Executive Stock Agreement and Employment Agreement with Joseph A.
Beatty, dated November 27, 1996.+
4.15 Executive Stock Agreement and Employment Agreement with Robert C.
Taylor, Jr., dated November 27, 1996.+
4.16 Registration Agreement with Madison Dearborn Capital Partners, L.P.,
Frontenac VI, L.P., Battery Ventures III, L.P., Brian F. Addy, John R.
Barnicle, Joseph Beatty, and Robert C. Taylor Jr., dated November 27,
1996.+
5.1 Opinion of Ross & Hardies+
8.1 Tax Opinion of Ross & Hardies+
10.1 Interconnection Agreement with Ameritech Information Industry
Services, dated October 28, 1996.+
10.2 Interconnection Agreement with Ameritech Information Industry
Services, dated October 24, 1997.+
10.3 Interconnection Agreement with New York Telephone Company, dated
November 10, 1997.+
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------- -------------------
<C> <S>
10.4 Amended and Restated Interconnection Agreement with Ameritech
Information Industry Services, dated March 16, 1998.+
10.5 Network Products Purchase Agreement with Northern Telecom Inc., dated
January 21, 1997.*+
10.6 Amendments No. 1 and No. 2 to Network Products Purchase Agreement with
Northern Telecom Inc., both dated March 6, 1998.*+
10.7 Lease Agreement for property located at 200 North LaSalle, Chicago,
IL, dated December 31, 1996.+
10.8 First Amendment to Lease Agreement for property located at 200 North
LaSalle, Chicago, IL, dated May 14, 1997.+
10.9 Second Amendment to Lease Agreement for property located at 200 North
LaSalle, Chicago, IL, dated November 15, 1997.+
10.10 Third Amendment to Lease Agreement for property located at 200 North
LaSalle, Chicago, IL, dated March 2, 1998.+
10.11 Lease Agreement for property located at 32 Old Slip, New York, NY,
dated May 20, 1997.+
10.12 Lease Agreement for property located at 650 Townsend Street, San
Francisco, CA, dated January 26, 1998.+
10.13 Lease Agreement for property located at 701 Market Street,
Philadelphia, Pennsylvania, dated March 10, 1998.+
10.14 1997 Non-Qualified Stock Option Plan, adopted February 27, 1997.++
10.15 Form of Stock Option Agreement++
10.16 Employment Agreement with Renee M. Martin, dated March 20, 1998+
10.17 Software License with DPI/TFS, Inc., dated April 10, 1997*+
10.18 Fourth Amendment to Lease Agreement for property located at 200 North
LaSalle, Chicago, IL, dated April 4, 1998.+
10.19 Lease Agreement for property located at 1120 Vermont Avenue, N.W.,
Washington, D.C., dated as of May 4, 1998.+
10.20 Lease Agreement for property located at 1200 West Seventh Street, Los
Angeles, California, dated as of May 19, 1998.+
10.21 Executive Employment Agreement with Andrew K. Robitshek, dated July
15, 1998.+
10.22 Interconnection Agreement with Pacific Bell, dated June 15, 1998.++
10.23 Interconnection Agreement with GTE-California, dated June 12, 1998.++
10.24 Interconnection Agreement with Bell-Atlantic-New Jersey, dated April
27, 1998.++
10.25 Interconnection Agreement with Bell-Atlantic-Delaware dated April 27,
1998.++
10.26 Interconnection Agreement with Bell-Atlantic-Pennsylvania dated April
27, 1998.++
12.1 Statement re Computation of Ratios+
21.1 Subsidiaries of the Registrant+
23.1 Consent of Arthur Andersen LLP++
Consent of Ross & Hardies (included as part of its opinions filed as
23.2 Exhibits 5.1 and 8.1 hereto)+
24.1 Powers of Attorney (included on signature pages hereof)+
25.1 Statement of Eligibility of Trustee+
99.1 Form of Letter of Transmittal+
99.2 Form of Notice of Guaranteed Delivery+
</TABLE>
- --------
+ Previously Filed.
++ Filed with this Amendment No. 4.
* Certain portions of these Exhibits have been omitted pursuant to a request
for confidential treatment and the omitted portions have been separately
filed with the Commission.
(B) Financial Statement Schedules.
Schedules not listed have been omitted because they are inapplicable or the
information required to be set forth therein is provided in the Consolidated
Financial Statements of the Company or notes thereto.
II-3
<PAGE>
ITEM 22. UNDERTAKINGS
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, office or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of this Registration Statement through
the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a post-
effective amendment all information concerning a transaction, and the company
being acquired involved therein, that was not the subject of and included in
this Registration Statement when it became effective.
The undersigned registrant hereby undertakes that for purposes of
determining any liability under the Securities Act, the information omitted
from the form of prospectus filed as part of this Registration Statement in
reliance upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this Registration Statement as of the time
it was declared effective.
The undersigned registrant hereby undertakes that for the purpose of
determining any liability under the Securities Act, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new
registration statement related to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
The undersigned registrant hereby undertakes to file, during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement;
(i) to include any prospectus required by section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-
effective amendment hereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and
Exchange Commission pursuant to rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in this Registration Statement when it becomes
effective; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement.
The undersigned registrant hereby undertakes to remove from registration by
means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 4 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Chicago, State of Illinois, on August 13, 1998.
Focal Communications Corporation
/s/ Robert C. Taylor, Jr.
By: _________________________________
ROBERT C. TAYLOR, JR.
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 13, 1998.
SIGNATURE TITLE(S)
/s/ Robert C. Taylor, Jr. President, Chief Executive Officer and
- ------------------------------------- Director
ROBERT C. TAYLOR, JR.
/s/ John R. Barnicle* Executive Vice President, Chief
- ------------------------------------- Operating Officer, Assistant
JOHN R. BARNICLE Secretary, and Director
/s/ Joseph A. Beatty Executive Vice President, Principal
- ------------------------------------- Financial Officer, Treasurer and
JOSEPH A. BEATTY Assistant Secretary
/s/ Robert M. Junkroski Controller (Principal Accounting
- ------------------------------------- Officer)
ROBERT M. JUNKROSKI
/s/ James E. Crawford, III* Director
- -------------------------------------
JAMES E. CRAWFORD, III
/s/ Paul T. Finnegan* Director
- -------------------------------------
PAUL T. FINNEGAN
/s/ Richard D. Frisbie* Director
- -------------------------------------
RICHARD D. FRISBIE
/s/ James N. Perry* Director
- -------------------------------------
JAMES N. PERRY, JR.
/s/ Paul G. Yovovich* Director
- -------------------------------------
PAUL G. YOVOVICH
*Signed by Joseph A. Beatty pursuant to power of attorney
II-5
<PAGE>
FOCAL COMMUNICATIONS CORPORATION
1997 NONQUALIFIED STOCK OPTION PLAN
-----------------------------------
ARTICLE I
Purpose of Plan
---------------
The 1997 Stock Option Plan (the "Plan") of Focal Communications
Corporation (the "Company"), adopted by the Board of Directors of the Company on
February 27, 1997, for executive and other key employees of the Company, is
intended to advance the best interests of the Company by providing those persons
who have a substantial responsibility for its management and growth with
additional incentives by allowing them to acquire an ownership interest in the
Company and thereby encouraging them to contribute to the success of the Company
and to remain in its employ. The availability and offering of stock options
under the Plan also increases the Company's ability to attract and retain
individuals of exceptional managerial talent upon whom, in large measure, the
sustained progress, growth and profitability of the Company depends.
ARTICLE II
Definitions
-----------
For purposes of the Plan, except where the context clearly indicates
otherwise, the following terms shall have the meanings set forth below:
"Board" shall mean the Board of Directors of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and
any successor statute.
"Common Stock" shall mean the Company's Class A Common Stock, par
value $.01 per share, or if the outstanding Common Stock is hereafter changed
into or exchanged for different stock or securities of the Company, such other
stock or securities.
"Company" shall mean Focal Communications Corporation, a Delaware
corporation, and (except to the extent the context requires otherwise) any
subsidiary corporation of Focal Communications Corporation as such term is
defined in Section 425(f) of the Code.
"Disability" shall mean the inability, due to illness, accident,
injury, physical or mental incapacity or other disability, of any Participant to
carry out effectively his duties and obligations to the Company or to
participate effectively and actively in the management of the Company for a
period anticipated to last at least 6 months, as determined by the Board in its
good faith discretion.
<PAGE>
"Fair Market Value" of the Common Stock shall be the average, over a
period of 21 days consisting of the day as of which Fair Market Value is being
determined and the 20 consecutive business days prior to such day, of the
average of the closing prices of the sales of such Common Stock on all
securities exchanges on which such Common Stock may at that time be listed, or,
if there have been no sales on any such exchange on any day, the average of the
highest bid and lowest asked prices on all such exchanges at the end of such
day, or, if on any day the Common Stock is not so listed, the average of the
representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M.,
New York time, or, if on any day the Valued Stock is not quoted in the NASDAQ
System, the average of the highest bid and lowest asked prices on such day in
the domestic over-the-counter market as reported by the National Quotation
Bureau Incorporated or any similar successor organization. If at any time the
Common Stock is not listed on any securities exchange or quoted in the NASDAQ
System or the over-the-counter market, the Fair Market Value shall be the fair
value of the Common Stock determined in good faith by the Board.
"Options" shall have the meaning set forth in Article IV.
"Participant" shall mean any executive or other key employee of the
Company who has been selected to participate in the Plan by the Board.
"Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.
"Sale of the Company" shall mean a merger or consolidation effecting a
change in control of the Company, a sale of all or substantially all of the
Company's assets or a sale of a majority of the Company's outstanding voting
securities.
ARTICLE III
Administration
--------------
The Plan shall be administered by the Board. Subject to the
limitations of the Plan, the Board shall have the sole and complete authority
to: (i) select Participants, (ii) grant Options (as defined in Article IV below)
to Participants in such forms and amounts as it shall determine, (iii) impose
such limitations, restrictions and conditions upon such Options as it shall deem
appropriate, (iv) interpret the Plan and adopt, amend and rescind administrative
guidelines and other rules and regulations relating to the Plan, (v) correct any
defect or omission or reconcile any inconsistency in the Plan or in any Option
granted hereunder and (vi) make all other determinations and take all other
actions necessary or advisable for the implementation and administration of the
Plan. The Board's determinations on matters within its authority shall be
conclusive and binding upon the Participants, the Company and all other Persons.
All expenses associated with the administration of the Plan shall be borne by
the Company. The Board may, to the extent permissible by law, delegate any of
its authority hereunder to such persons as it deems appropriate.
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<PAGE>
ARTICLE IV
Limitation on Aggregate Shares
------------------------------
The number of shares of Common Stock with respect to which options may
be granted under the Plan (the "Options") and which may be issued upon the
exercise thereof shall not exceed, in the aggregate, 5,260 shares; provided that
the type and the aggregate number of shares which may be subject to Options
shall be subject to adjustment in accordance with the provisions of paragraph
6.7 below, and provided further that to the extent any Options expire
unexercised or are canceled, terminated or forfeited in any manner without the
issuance of Common Stock thereunder, or if any Options are exercised and the
shares of Common Stock issued thereunder are repurchased by the Company, such
shares shall again be available under the Plan. The 5,260 shares of Common
Stock available under the Plan may be either authorized and unissued shares,
treasury shares or a combination thereof, as the Board shall determine.
ARTICLE V
Awards
------
5.1 Options. The Board may grant Options to Participants in
accordance with this Article V.
5.2 Form of Option. Options granted under this Plan shall be
nonqualified stock options and are not intended to be "incentive stock options"
within the meaning of Section 422A of the Code or any successor provision.
5.3 Exercise Price. The option exercise price per share of Common
Stock shall be fixed by the Board at not less than 100% of the Fair Market Value
of a share of Common Stock on the date of grant.
5.4 Exercisability. Options shall be exercisable at such time or
times as the Board shall determine at or subsequent to grant.
5.5 Payment of Exercise Price. Options shall be exercised in whole
or in part by written notice to the Company (to the attention of the Company's
Secretary) accompanied by payment in full of the option exercise price. Payment
of the option exercise price shall be made in cash (including check, bank draft
or money order) or, in the discretion of the Board, by delivery of a promissory
note (if in accordance with policies approved by the Board).
5.6 Terms of Options. The Board shall determine the term of each
Option, which term shall in no event exceed ten years from the date of grant.
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<PAGE>
ARTICLE VI
General Provisions
------------------
6.1 Conditions and Limitations on Exercise. Options may be made
exercisable in one or more installments, upon the happening of certain events
(including, without limitation, a Sale of the Company), upon the passage of a
specified period of time, upon the fulfillment of certain conditions or upon the
achievement by the Company of certain performance goals, as the Board shall
decide in each case when the Options are granted.
6.2 Written Agreement. Each Option granted hereunder to a
Participant shall be embodied in a written agreement (an "Option Agreement")
which shall be signed by the Participant and by the President of the Company for
and in the name and on behalf of the Company and shall be subject to the terms
and conditions of the Plan prescribed in the Agreement (including, but not
limited to, (i) the right of the Company and such other Persons as the Board
shall designate ("Designees") to repurchase from each Participant, and such
Participant's transferees, all shares of Common Stock issued or issuable to such
Participant on the exercise of an Option in the event of such Participant's
termination of employment or upon a Sale of the Company, (ii) rights of first
refusal granted to the Company and Designees, (iii) holdback and other
registration right restrictions in the event of a public registration of any
equity securities of the Company and (iv) any other terms and conditions which
the Board shall deem necessary and desirable).
6.3 Listing, Registration and Compliance with Laws and Regulations.
Options shall be subject to the requirement that if at any time the Board shall
determine, in its discretion, that the listing, registration or qualification of
the shares subject to the Options upon any securities exchange or under any
state or federal securities or other law or regulation, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition to or in connection with the granting of the Options or the issuance
or purchase of shares thereunder, no Options may be granted or exercised, in
whole or in part, unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Board. The holders of such Options shall supply the Company
with such certificates, representations and information as the Company shall
request and shall otherwise cooperate with the Company in obtaining such
listing, registration, qualification, consent or approval. In the case of
officers and other Persons subject to Section 16(b) of the Securities Exchange
Act of 1934, as amended, the Board may at any time impose any limitations upon
the exercise of an Option that, in the Board's discretion, are necessary or
desirable in order to comply with such Section 16(b) and the rules and
regulations thereunder. If the Company, as part of an offering of securities or
otherwise, finds it desirable because of federal or state regulatory
requirements to reduce the period during which any Options may be exercised, the
Board, may, in its discretion and without the Participant's consent, so reduce
such period on not less than 15 days written notice to the holders thereof.
6.4 Nontransferability. Options may not be transferred other than
by will or the laws of descent and distribution and, during the lifetime of the
Participant, may be exercised only by such Participant (or his legal guardian or
legal representative). In the event of the death of a Participant, exercise of
Options granted hereunder shall be made only:
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<PAGE>
a) by the executor or administrator of the estate of the deceased
Participant or the Person or Persons to whom the deceased
Participant's rights under the Option shall pass by will or
the laws of descent and distribution; and
b) to the extent that the deceased Participant was entitled
thereto at the date of his death, unless otherwise provided by
the Board in such Participant's Option Agreement.
6.5 Expiration of Options.
a) Normal Expiration. In no event shall any Option be exercisable
after the date of expiration thereof (the "Expiration Date"), as determined by
the Board pursuant to paragraph 5.6 above.
b) Early Expiration upon Termination of Employment. Except as
otherwise provided by the Board in the Option Agreement, any of a Participant's
Options that were not vested and exercisable on the date of the termination of
such Participant's employment shall expire and be forfeited as of such date, and
any of a Participant's Options that were vested and exercisable on the date of
the termination of such Participant's employment shall expire and be forfeited
60 days after the date of his termination, but in no event after the Expiration
Date.
c) Early Expiration upon a Sale of the Company. Upon a Sale of the
Company, the Board or the board of directors of the surviving or acquiring
entity may elect, upon written notice to the Participants, that any of a
Participant's Options that were not vested and exercisable prior to or in
connection with such Sale of the Company shall expire and be forfeited as of the
date of such Sale of the Company, and that any of a Participant's Options that
were vested and exercisable prior to or in connection with such Sale of the
Company shall expire and be forfeited if not repurchased or exercised prior to
or contemporaneously with such Sale of the Company.
6.6 Withholding of Taxes. The Company shall be entitled, if
necessary or desirable, to withhold from any Participant from any amounts due
and payable by the Company to such Participant (or secure payment from such
Participant in lieu of withholding) the amount of any withholding or other tax
due from the Company with respect to any shares issuable under the Options, and
the Company may defer such issuance unless indemnified to its satisfaction.
6.7 Adjustments. In the event of a reorganization,
recapitalization, stock dividend or stock split, or combination or other change
in the shares of Common Stock, the Board may, in order to prevent the dilution
or enlargement of rights under outstanding Options, make such adjustments in the
number and type of shares authorized by the Plan, the number and type of shares
covered by outstanding Options and the exercise prices specified therein as may
be determined to be appropriate and equitable. The issuance by the Company of
shares of stock of any class, or options or securities exercisable or
convertible into shares of stock of any class, for cash or property, or for
labor or services either upon direct sale, or upon the exercise of rights or
warrants to subscribe therefor, or upon exercise or conversion of other
securities, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock then subject to
any Options.
5
<PAGE>
6.8 Retention of Company's Rights. The Company's adoption of this
Plan and its issuance of Options to the Participants hereunder shall not
interfere with or limit in any way the right of the Company to terminate any
Participant's employment at any time and for any reason, nor confer upon any
Participant any right to continue in the employ of the Company for any period of
time or to continue his present (or any other) rate of compensation, and except
as otherwise provided under this Plan or by the Board in the Option Agreement,
in the event of any Participant's termination of employment for any reason, any
portion of such Participant's Options that were not previously vested and
exercisable shall expire and be forfeited as of the date of such termination. No
employee shall have a right to be selected as a Participant or, having been so
selected, to be selected again as a Participant.
6.9 Amendment, Suspension and Termination of Plan. The Board may
suspend or terminate the Plan or any portion thereof at any time and may amend
it from time to time in such respects as the Board may deem advisable; provided
that no such amendment shall be made without stockholder approval to the extent
such approval is required by law, agreement or the rules of any exchange upon
which the Common Stock is listed, and no such amendment, suspension or
termination shall impair the rights of any Participant under outstanding Options
without the consent of a majority (based on the number of Option Shares (as
defined in the Option Agreements) held) of the Participants affected thereby.
No Options shall be granted hereunder after November 27, 2000.
6.10 Amendment, Modification and Cancellation of Outstanding
Options. The Board may amend or modify any Option in any manner to the extent
that the Board would have had the authority under the Plan initially to grant
such Option; provided that no such amendment or modification shall impair the
rights of any Participant under any Option without the consent of a majority
(based on the number of Option Shares (as defined in the Option Agreements)
held) of the Participants whose Options are so amended. With the Participant's
consent, the Board may cancel any Option and issue a new Option to such
Participant.
6.11 Indemnification. In addition to such other rights of
indemnification as they may have as members of the Board, the members of the
Board shall be indemnified by the Company against all costs and expenses
reasonably incurred by them in connection with any action, suit or proceeding to
which they or any of them may be party by reason of any action taken or failure
to act under or in connection with the Plan or any Option granted thereunder,
and against all amounts paid by them in settlement thereof (provided such
settlement is approved by independent legal counsel selected by the Company) or
paid by them in satisfaction of a judgment in any such action, suit or
proceeding; provided that any such Board member shall be entitled to the
indemnification rights set forth in this paragraph 6.11 only if such member has
acted in good faith and in a manner that such member reasonably believed to be
in or not opposed to the best interests of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that such
conduct was unlawful, and further provided that upon the institution of any such
action, suit or proceeding a Board member shall give the Company written notice
thereof and an opportunity, at its own expense, to handle and defend the same
before such Board member undertakes to handle and defend it on his own behalf.
6
<PAGE>
FOCAL COMMUNICATIONS CORPORATION
200 North LaSalle Street
Chicago, Illinois 60601
July 1, 1998
Name
Address
City, State, PostalCode
Re: Focal Communications Corporation Amended and
Restated Nonqualified Stock Option Agreement
Dear First Name:
The Company is pleased to advise you that its Board of Directors (the "Board")
has granted to you stock options ("Options") under the Focal Communications
Corporation 1997 Nonqualified Stock Option Plan, as amended from time to time
(the "Plan"), subject to the following terms and conditions:
1. Definitions. For the purposes of this Agreement, the following terms shall
have the meanings set forth below:
"Change in Control" shall mean the occurrence of any of the following events:
(a) The Company is merged or consolidated or reorganized with or into another
corporation or other legal person, and as a result of such merger, consolidation
or reorganization less than a majority of the combined voting power of the then-
outstanding securities of such corporation or person immediately after such
transaction are held in the aggregate by the holders of securities entitled to
vote generally in the election of Directors immediately prior to such
transaction;
(b) The Company sells or otherwise transfers all or substantially all of its
assets to any other corporation or other legal person, and less than a majority
of the combined voting power of the then-outstanding securities of such
corporation or person immediately after such sale or transfer is held in the
aggregate by the holders of Common Stock immediately prior to such sale or
transfer;
<PAGE>
(c) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor
schedule, form or report), as promulgated in each case pursuant to the Exchange
Act, disclosing that any person (as the term "person" is used in Section
13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial
owner (as the term "beneficial owner" is defined in Rule 13d-3 promulgated under
the Exchange Act or any successor rule or regulation promulgated thereunder) of
securities representing 50% or more of the Voting Power; or
(d) If during any period of two consecutive years, individuals who at the
beginning of any such period constitute the Directors and any new Directors
whose election by the Board or nomination for election by the Company's
stockholders was approved by a vote of at least two-thirds of the Directors then
still in office who either were Directors at the beginning of the period or
whose election was previously so approved cease for any reason to constitute a
majority of the Directors.
Notwithstanding the provisions of subparagraph (c) above, a "Change in Control"
shall not be deemed to have occurred for the purposes of this Agreement (i)
solely because MDCP either files or becomes obligated to file a report on
Schedule 13D (or any successor schedule or report), as promulgated pursuant to
the Exchange Act, disclosing beneficial ownership by it of securities
representing 50% or more of the Voting Power, (ii) solely because the Company or
any Company-sponsored employee stock ownership plan or other employee benefit
plan of the Company either files or becomes obligated to file a report or proxy
statement under or in response to Schedule 13D, Schedule 14D-1, Form 8-K or
Schedule 14A (or any successor schedule, form or report or item therein), as
promulgated in each case pursuant to the Exchange Act, disclosing beneficial
ownership by it of securities representing 50% or more of the Voting Power or
otherwise, or because the Company reports that a change in control of the
Company has or may have occurred or will or may occur in the future by reason of
such beneficial ownership or (iii) solely because of a change in control of any
subsidiary (as the term "subsidiary" is defined in Section 424(f) of the Code)
of the Company.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and any
successor statute.
"Common Stock" shall mean the Company's Class A Common Stock, par value $.01 per
share, or in the event that the outstanding Common Stock is hereafter changed
into or exchanged for different stock or securities of the Company, such other
stock or securities.
"Company" shall mean Focal Communications Corporation, a Delaware corporation,
and (except to the extent the context requires otherwise) any subsidiary
corporation of Focal Communications Corporation, as the term "subsidiary" is
defined in Section 424(f) of the Code.
"Director" shall mean a member of the Board.
"Disability" shall mean your inability, due to illness, accident, injury,
physical or mental incapacity or other disability, to carry out effectively your
duties and obligations to the Company or to participate effectively and actively
in the management of the Company for a period anticipated to last at least 6
months, as determined by the Board in its good faith discretion.
2
<PAGE>
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and
any successor statute.
"Fair Market Value" of the Common Stock shall be the average, over a period of
21 days consisting of the day as of which Fair Market Value is being determined
and the 20 consecutive business days prior to such day, of the average of the
closing prices of the sales of the Common Stock on all securities exchanges on
which the Common Stock may at that time be listed, or, if there have been no
sales on any such exchange on any day, the average of the highest bid and lowest
asked prices on all such exchanges at the end of such day, or, if on any day the
Common Stock is not so listed, the average of the representative bid and asked
prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any
day the Common Stock is not quoted in the NASDAQ System, the average of the
highest bid and lowest asked prices on such day in the domestic over-the-counter
market as reported by the National Quotation Bureau Incorporated or any similar
successor organization. If at any time the Common Stock is not listed on any
securities exchange or quoted in the NASDAQ System or the over-the-counter
market, the Fair Market Value shall be the fair value of the Common Stock
determined in good faith by the Board.
"Grant Date" shall mean the date of this Option grant letter first written
above.
"Initial Public Offering" shall mean the initial underwritten offering of equity
securities of the Company to the general public pursuant to a registration
statement filed with, and declared effective by, the Securities and Exchange
Commission pursuant to the Securities Act, provided that neither of the
following shall constitute an Initial Public Offering: (i) any issuance of
Common Stock as consideration or financing for a merger or acquisition or (ii)
any issuance of Common Stock, or rights to acquire Common Stock, to employees of
the Company as part of an incentive or compensation plan.
"MDCP" shall mean Madison Dearborn Capital Partners, L.P., a Delaware limited
partnership.
"Option Shares" shall mean the shares of Common Stock issuable upon the exercise
of the Options and, until the consummation of the Initial Public Offering shall
occur, any and all shares of Common Stock that may be issued in respect of such
shares of Common Stock pursuant to a stock dividend, stock split,
reorganization, recapitalization, merger, consolidation, conversion or other
transaction or event effecting a change in the capital structure of the Company
or otherwise affecting the Common Stock. Until the consummation of the Initial
Public Offering shall occur, (i) all such shares of Common Stock shall continue
to be Option Shares in the hands of any holder thereof other than you (except
the Company and any purchaser of such shares of Common Stock pursuant to the
repurchase provisions of paragraph 12 below or the provisions of paragraphs
14(b), 14(c) and 16 below), and (ii) each such holder shall automatically
succeed to your rights and obligations hereunder as a holder of Option Shares.
"Registration Agreement" shall mean that certain Registration Agreement dated as
of November 27, 1996, by and among the Company and certain investors, as amended
from time to time.
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<PAGE>
"Sale of the Company" shall mean a Change in Control pursuant to subparagraph
(a) or (b) of the definition of Change in Control above that occurs prior to the
consummation of the Initial Public Offering.
"Securities Act" shall mean the Securities Act of 1933, as amended, and any
successor statute.
"Successor Entity" shall mean a successor to the Company by merger,
consolidation or other business combination or a purchaser of all or
substantially all of the Company's assets or a majority of the Company's
outstanding voting securities, as the case may be.
"Voting Power" shall mean, at any time, the votes relating to the then-
outstanding securities entitled to vote generally in the election of Directors.
2. The Options.
(a) Exercise Price and Type of Options. The Company is granting to you (Option
Number) Options. Each of your Options is for the purchase of 1/500th of a share
of Common Stock at a price per share of $1,105.00 (the "Exercise Price"),
payable upon exercise as set forth in paragraph 2(b) below. Your Options are not
intended to be "incentive stock options" within the meaning of Section 422 of
the Code.
(b) Payment of Option Price. Subject to the provisions of paragraphs 3 and 4
below, your Options may be exercised in whole or in part upon payment of an
amount (the "Option Price") equal to the product of (i) the Exercise Price
multiplied by (ii) the number of Option Shares (including any fractional share)
to be acquired; provided, however, that following the consummation of the
Initial Public Offering, (i) the Exercise Price shall be multiplied by the
number of whole Option Shares to be acquired, and (ii) any fractional share
shall be settled in cash in accordance with the provisions of clause (b) of the
last sentence of paragraph 5 below. The Option Price shall be payable (i) in
cash (including check, bank draft, money order or, following the consummation of
the Initial Public Offering, from the proceeds of sale through a broker on a
date satisfactory to the Company of some or all of the Option Shares to which
the exercise relates), (ii) by transfer to the Company of shares of Common Stock
that, at the time of exercise, have been held by you for at least six months
and, by themselves or together with cash, have a Fair Market Value equal to the
Option Price, or (iii) in the discretion of the Board, by delivery of a
promissory note in accordance with policies approved by the Board.
3. Exercisability/Vesting.
(a) Vesting Schedule. Your Options may be exercised only to the extent that
they shall have become vested. Except as otherwise provided in paragraphs
3(b)(i) and 3(c) below, your options shall vest and become exercisable with
respect to the following percentages of your Option Shares (rounded to the
nearest whole share) on the following vesting dates, provided that you are then
employed by (or are then serving as a director of) the Company and shall have
been continuously employed by (or shall have continuously served as a director
of) the Company from the Grant Date through such vesting date:
4
<PAGE>
<TABLE>
<CAPTION>
Cumulative Percentage of Options
Vesting Date Vested on such Vesting Date
<S> <C>
12-month anniversary of the Grant Date 25%
18-month anniversary of the Grant Date 37.5%
24-month anniversary of the Grant Date 50%
30-month anniversary of the Grant Date 62.5%
36-month anniversary of the Grant Date 75%
42-month anniversary of the Grant Date 87.5%
48-month anniversary of the Grant Date 100%
</TABLE>
(b) Treatment of Options upon a Change in Control. Upon the occurrence of a
Change in Control:
(i) Partial Acceleration of Vesting. Your Options shall automatically become
immediately vested and exercisable to the extent that they would have otherwise
become vested and exercisable 12 months from and after the date of the Change in
Control pursuant to paragraph 3(a) above, had you been continuously employed by
(or continuously served as a director of) the Company during such twelve-month
period (and any Options then remaining unvested and unexercisable shall continue
to vest and become exercisable on the anniversaries of the Grant Date set forth
in paragraph 3(a), less 12 months in the case of each such anniversary, so that
the vesting schedule set forth in paragraph 3(a) shall have been effectively
accelerated by 12 months, subject to your continuous employment by (or
continuous service as a director of) the Company as provided in paragraph 3(a));
and
(ii) Conversion of Options. Except as otherwise provided in paragraph 16(a)
with respect to an Approved Sale (as defined in Section 16(a)), if the
outstanding shares of Common Stock are converted into or exchanged for a
different number or kind of shares or other securities or other consideration,
your Options shall be exchanged for or otherwise converted into economically and
otherwise substantively equivalent (as determined by the Board in its good faith
discretion in accordance with the Plan) options to purchase shares of stock or
other equity securities of any Successor Entity.
(c) Acceleration of Vesting upon Discharge in Anticipation of or Following a
Change in Control. If your employment is terminated by the Company in connection
with or anticipation of a Change in Control, or if your employment is terminated
by the Company or a Successor Entity at any time during the two-year period
commencing on the date of a Change in Control, your Options shall automatically
become fully vested and immediately exercisable upon such termination of your
employment. For the purposes of this paragraph 3(c), your employment shall be
deemed to have been terminated by the Company or a Successor Entity, if your
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<PAGE>
employment is actually terminated by the Company or a Successor Entity or is
terminated by you as a result of (i) a material reduction in your total
compensation without your consent (it being understood that a change in the form
or measure of compensation, including but not limited to a change from salary-
based compensation to commission-based compensation or a rearrangement of your
compensation package to include a different combination of salary, bonus,
commission, options or other equity incentives, etc., shall not in and of itself
constitute such a reduction) or (ii) a relocation of your place of employment to
a site that is at least 50 miles from your then-current place of employment
without your consent.
4. Expiration of Options.
(a) Normal Expiration. In no event shall any portion of your Options be
exercisable after the tenth anniversary of the Grant Date.
(b) Early Expiration upon Termination of Employment. Except as otherwise
provided in paragraph 3(c) above, any portion of your Options that shall not
have become vested and exercisable in accordance with the provisions of
paragraph 3(a) or 3(b)(i) above shall automatically expire and be forfeited
immediately upon the termination of your employment with the Company for any
reason. Subject to the provisions of paragraph 4(a) above, any unexercised
portion of your Options that shall have become vested and exercisable in
accordance with the provisions of paragraph 3 above on or prior to the date of
termination of your employment shall remain exercisable for a period of 60 days
from and after the date of termination of your employment.
5. Procedure for Exercise of Options. To the extent that your Options shall
have vested and become exercisable in accordance with the provisions of
paragraph 3 above, they may be exercised in whole or in part from time to time,
subject to the provisions of paragraph 4 above, by delivering to the Company (to
the attention of the Secretary of the Company) (a) written notice of exercise,
specifying (i) the number of Options being exercised and (ii) the number of
Option Shares (including any fractional share, if the exercise shall occur prior
to the consummation of the Initial Public Offering) being acquired, (b) payment
of the Option Price in accordance with the provisions of paragraph 2(b) above,
and (c) if the exercise shall occur prior to the consummation of the Initial
Public Offering, your written acknowledgment that you have read and been
afforded an opportunity to ask questions of the Company's management regarding
all financial and other information provided to you regarding the Company. As a
condition to any exercise of your options prior to the consummation of an
Initial Public Offering, (a) you shall permit the Company to deliver to you all
financial and other information regarding the Company that the Company shall
believe necessary to enable you to make an informed investment decision, and (b)
you shall make all customary investment representations that the Company shall
require. Following the consummation of the Initial Public Offering, (a) the
Company shall not be obligated to issue any fractional Option Share, and (b) any
fractional Option Share shall be settled in cash, based on the Fair Market Value
of the Common Stock on the date of exercise.
6
<PAGE>
6. Compliance with Securities Laws. You represent that, when you exercise any
of your Options, you shall be purchasing Option Shares for your own account and
not on behalf of others. You understand and acknowledge that federal and state
securities laws govern and restrict your right to offer, sell or otherwise
dispose of any Option Shares unless your offer, sale or other disposition
thereof is registered under the Securities Act and state securities laws or, in
the opinion of the Company's counsel, such offer, sale or other disposition is
exempt from registration or qualification thereunder. You agree that you shall
not offer, sell or otherwise dispose of any Option Shares in any manner that
would (a) require the Company to file any registration statement with the
Securities and Exchange Commission (or any similar filing under state law) or to
amend or supplement any such filing or (b) violate or cause the Company to
violate the Securities Act, the rules and regulations promulgated thereunder or
any other state or federal law. You further understand that the certificates
for any Option Shares you purchase shall bear such legends as the Company deems
necessary or desirable in connection with the Securities Act or other rules,
regulations or laws, and you agree that, at the time of such purchase, you shall
execute such documents necessary for the Company to perfect exemptions from
registration under federal and state securities laws as the Company may deem
necessary or advisable.
7. Non-Transferability of Options. Your Options are personal to you and are
not transferable by you other than by will or the laws of descent and
distribution. During your lifetime only you (or your guardian or legal
representative) may exercise your Options. In the event of your death, your
Options may be exercised only (a) by the executor or administrator of your
estate or the person or persons to whom your rights under the Options shall pass
by will or the laws of descent and distribution and (b) to the extent that you
were entitled hereunder at the date of your death.
8. Conformity with Plan. Your Options are intended to conform in all respects
with, and are subject to all applicable provisions of, the Plan (a copy of which
is attached hereto and incorporated herein by reference). Inconsistencies
between this Agreement and the Plan shall be resolved in accordance with the
terms of the Plan. By executing and returning the enclosed copy of this
Agreement, you acknowledge your receipt of this Agreement and the Plan and agree
to be bound by all of the terms of this Agreement and the Plan.
9. Rights of Participants. Nothing in this Agreement shall interfere with or
limit in any way the right of the Company to terminate your employment at any
time and for any reason or confer upon you any right to continue in the employ
of the Company for any period of time or to continue your present (or any other)
rate of compensation, and in the event of your termination of employment at any
time and for any reason, any portion of your Options that are not then vested
and exercisable in accordance with the provisions of paragraph 3 above shall
expire and be forfeited in accordance with the provisions of paragraph 4(b)
above. Nothing in this Agreement shall confer upon you any right to be selected
again as a Plan participant, and nothing in the Plan or this Agreement shall
provide for any adjustment to the number of Option Shares subject to your
Options upon the occurrence of subsequent events except as provided in paragraph
11 below.
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<PAGE>
10. Withholding of Taxes. If the Company shall be required to withhold any
federal, state, local or foreign tax in connection with any exercise of your
Options, you shall pay the tax or make provisions that are satisfactory to the
Company for the payment thereof. Following the consummation of the Initial
Public Offering, you may elect to satisfy all or any part of any such
withholding obligation by surrendering to the Company a portion of the Option
Shares that are issued or transferred to you upon the exercise of your Options,
and the Option Shares so surrendered by you shall be credited against any such
withholding obligation at the Fair Market Value thereof on the date of exercise.
11. Adjustments. In the event of a reorganization, recapitalization, stock
dividend or stock split, or combination or other change in the shares of Common
Stock, the Board may make such adjustments in the number and type of shares
authorized by the Plan, the number and type of shares covered by your Options
and the Exercise Price specified herein as the Board may determine to be
appropriate and equitable in order to prevent the dilution or enlargement of
rights under your Option. The issuance by the Company of shares of stock of any
class, or options or securities exercisable or convertible into shares of stock
of any class, for cash or property or labor or services, upon direct sale, or
upon the exercise of rights or warrants to subscribe therefor, or upon the
exercise or conversion of other securities, shall not affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock then subject to any Options.
12. Right to Repurchase Option Shares upon Termination of Employment Prior to
Consummation of Initial Public Offering. Prior to the consummation of the
Initial Public Offering:
(a) Repurchase of Option Shares. If your employment with the Company shall
terminate for any reason (the date on which such termination shall occur being
referred to as the "Termination Date"), then the Company (or its assignee
pursuant to paragraph 12(c)) shall have the option to repurchase all or any
portion of your Option Shares issued or issuable upon exercise of your Options,
whether held by you or by one or more of your transferees, at the price
determined in accordance with the provisions of paragraph 13 (the "Repurchase
Option").
(b) Repurchase by Company. The Company may elect to purchase all or any
portion of the Option Shares by delivery of written notice (the "Repurchase
Notice") to you or any other holder(s) of the Option Shares within the 20 days
prior to and including, or within the 120 days following, the Termination Date.
The Repurchase Notice shall set forth the number of Option Shares to be acquired
from you and such other holder(s), the aggregate consideration to be paid for
such shares and the time and place for the closing of the transaction. The
number of Option Shares to be repurchased by the Company shall first be
satisfied to the extent possible from the Option Shares held by you at the time
of delivery of the Repurchase Notice. If the number of Option Shares then held
by you is less than the total number of Option Shares the Company has elected to
repurchase, the Company shall repurchase the remaining Option Shares elected to
be repurchased from the other holder(s) thereof, pro rata according to the
number of Option Shares held by each such holder at the time of delivery of the
Repurchase Notice (determined as closely as practicable to the nearest whole
share).
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<PAGE>
(c) Assignment of Repurchase Option. By action of the Board, the Company may
assign all or any portion of its repurchase rights under this paragraph 12 to
any holder of Common Stock (an "Other Stockholder") or any executive officer of
the Company or any of its subsidiaries. Notwithstanding the foregoing sentence,
the Company may not assign its right under paragraph 13(b) to pay a portion of
the purchase price for any Option Shares repurchased hereunder in the form of a
promissory note or to offset such purchase price against obligations or
indebtedness owed by you to the Company.
(d) Closing of Repurchase of Option Shares. The repurchase of Option Shares
pursuant to this paragraph 12 shall be closed at the Company's executive offices
not less than 20 days after the giving of the Repurchase Notice but not more
than 20 days after the expiration of the 140-day period referred to in paragraph
12(b). At the closing, the purchaser or purchasers shall pay the purchase price
in the manner specified in paragraph 13(b), and you and any other holder(s) of
Option Shares being repurchased shall deliver the certificate or certificates
representing such shares to the purchaser or purchasers or their nominees,
accompanied by duly executed stock powers. (If any Option Shares issuable upon
exercise of your Options shall be repurchased hereunder, such Options shall be
deemed to have been exercised simultaneously with such repurchase.) Any
purchaser of Option Shares pursuant to this paragraph 12 shall be entitled to
receive customary representations and warranties from you and any other selling
holder(s) of Option Shares regarding the sale of such shares (including
representations and warranties regarding good title to such shares, free and
clear of any liens or encumbrances) and to require the signatures of all sellers
to be guaranteed by a national bank or reputable securities broker.
Upon the consummation of the Initial Public Offering, the provisions of this
paragraph 12 shall automatically become null and void and of no further force or
effect.
13. Purchase Price for Option Shares.
(a) Purchase Price. The purchase price to be paid for the Option Shares
repurchased by the Company and Other Stockholders pursuant to paragraph 12 shall
be equal to (i) in the case of Option Shares issued upon exercise of your
Options prior to such repurchase, the Fair Market Value of such Option Shares as
of the Termination Date, or (ii) in the case of Option Shares issuable upon
exercise of your Options (which shall be deemed to have been exercised
simultaneously with such repurchase), the Fair Market Value of such Option
Shares as of the Termination Date minus the Option Price for such Option Shares.
(b) Manner of Payment. If the Company elects to repurchase all or any portion
of the Option Shares, including Option Shares held by one or more transferees,
the Company shall pay for such shares by delivery of a cashier's or certified
check or wire transfer of immediately available funds in an amount equal to the
purchase price of the Option Shares to be repurchased; provided, however, in the
event that the Board determines in its good faith discretion that the Company is
not in a position to pay in immediately available funds any or all of such
repurchase price, the Company may pay a portion of the repurchase price for such
Option Shares (which portion shall not exceed the Fair Market Value of such
Option Shares (as of the date on which such Option
9
<PAGE>
Shares were originally issued to you) minus the Option Price for such Option
Shares) in the form of a subordinated promissory note of the Company. Such
subordinated promissory note shall bear interest at the rate paid on the
Company's senior debt obligations (or if the Company has no such senior debt, at
the prime rate announced or published by Citibank, N.A. from time to time),
shall have all principal and accrued interest due and payable on the fifth
anniversary of the date of issuance and shall be subordinated on terms and
conditions satisfactory to the holder(s) of the Company's indebtedness for
borrowed money. In addition, the Company may pay the purchase price for such
Option Shares by offsetting amounts outstanding under any indebtedness or
obligations owed by you to the Company. If the Company assigns any part of its
Repurchase Option, each such assignee shall pay for that portion of such Option
Shares with a cashier's or certified check or wire transfer of immediately
available funds in an amount equal to the purchase price for such Option Shares
to be purchased by the assignee.
(c) Termination of Purchase Price Provisions. Upon the consummation of the
Initial Public Offering, the provisions of this paragraph 13 shall automatically
become null and void and of no further force or effect.
14. Restrictions on Transfer of Option Shares Prior to Consummation of Initial
Public Offering. Prior to the consummation of the Initial Public Offering:
(a) Transfer of Option Shares. You shall not sell, assign, transfer, pledge or
otherwise dispose of or encumber any interest in any Option Shares (a
"Transfer") except pursuant to the provisions of paragraphs 12, 14(b) or 16
("Exempt Transfers").
(b) Certain Permitted Transfers. The restrictions contained in this paragraph
14 shall not apply with respect to transfers of Option Shares (i) pursuant to
applicable laws of descent and distribution or (ii) among your family group;
provided, however, that the restrictions contained in this paragraph shall
continue to be applicable to the Option Shares after any such transfer, and the
transferees of such Option Shares shall agree in writing to be bound by the
provisions of this Agreement. For the purposes of this paragraph 14(b), your
"family group" means (i) persons related to you by blood, marriage or adoption,
(ii) any trust solely for the benefit of you and/or the persons described in
clause (i) of this sentence, and (iii) any limited partnership, limited
liability partnership, limited liability company or similar entity, all of the
equity interests of which are held by you and/or the persons described in clause
(i) and/or clause (ii) of this sentence.
(c) Termination of Restrictions. The restrictions on the transfer of Option
Shares set forth in this paragraph 14 shall continue with respect to each Option
Share until the date on which such Option Share has been transferred in an
Exempt Transfer other than an Exempt Transfer contemplated by paragraph 14(b).
Upon the consummation of the Initial Public Offering, the provisions of this
paragraph 14 shall automatically become null and void and of no further force or
effect.
10
<PAGE>
15. Additional Restrictions on Transfer.
(a) Restrictive Legend. Unless and until the Option Shares shall be sold
pursuant to a transaction registered under the Securities Act or pursuant to a
transaction that complies with Rule 144 under the Securities Act, certificates
representing Option Shares shall bear the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON
, , HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT
AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION
THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO
ADDITIONAL RESTRICTIONS ON TRANSFER, CERTAIN REPURCHASE OPTIONS AND CERTAIN
OTHER AGREEMENTS SET FORTH IN AN OPTION AGREEMENT BETWEEN THE COMPANY AND ONE OF
ITS EMPLOYEES, DATED AS OF [ , ] A COPY OF WHICH MAY BE
OBTAINED BY THE HOLDER HEREOF AT THE COMPANY'S PRINCIPAL PLACE OF BUSINESS
WITHOUT CHARGE."
(b) Opinion of Counsel. You may not sell, assign, transfer, pledge or
otherwise dispose of or encumber any Option Shares (except pursuant to an
effective registration statement under the Securities Act or, 90 days after the
consummation of the Initial Public Offering, in compliance with Rule 701(c)(3)
under the Securities Act) without first delivering to the Company an opinion of
counsel reasonably acceptable in form and substance to the Company that
registration under the Securities Act or any applicable state securities law is
not required in connection with such transfer.
(c) Holdback. You agree not to effect any public sale or distribution of any
equity securities of the Company, or any securities convertible into or
exchangeable or exercisable for any equity securities of the Company, during the
seven days preceding, and the 180 days following, the effectiveness of any
underwritten Demand Registration (as defined in the Registration Agreement) or
any underwritten Piggyback Registration (as defined in the Registration
Agreement), except as part of any such underwritten registration if otherwise
permitted.
16. Sale of the Company Prior to Consummation of Initial Public Offering.
Prior to the consummation of the Initial Public Offering:
(a) Consent to Sale of the Company. If a Sale of the Company is approved by
the Company and the holders of at least 67% of the Institutional Investor Stock
(as defined in the Stock Purchase Agreement dated as of November 27, 1996, by
and among the Company, MDCP, Frontenac VI, L.P., Battery Ventures III, L.P.,
Brian F. Addy, John R. Barnicle, Joseph Beatty and Robert C. Taylor, Jr.) then
outstanding (the "Approved Sale"), you shall consent to and raise no objections
against the Approved Sale of the Company, and if the Approved Sale of the
Company is structured as a sale of stock, you shall agree to sell all of your
Option Shares then
11
<PAGE>
outstanding, and all of your Options then remaining unexercised hereunder
(regardless of whether such Options are then vested and exercisable), on such
terms and conditions as shall be approved by the Board and the holders of at
least 67% of the Institutional Investor Stock then outstanding, provided that
such terms and conditions (including price) shall be no less favorable than
those on which shares of Institutional Investor Stock are being sold in the
Approved Sale. Any of your unexercised Options to be purchased in the Approved
Sale shall be purchased at a price equal to (i) the price at which shares of
Institutional Investor Stock are being purchased in the Approved Sale minus (ii)
the Option Price. You shall take all necessary and desirable actions in
connection with the consummation of the Approved Sale of the Company.
(b) Purchaser Representative. If the Company or the holders of the Company's
securities enter into any negotiation or transaction for which Rule 506 (or any
successor rule then in effect) under the Securities Act may be available with
respect to such negotiation or transaction (including a merger, consolidation or
other reorganization), you shall at the request of the Company appoint a
"purchaser representative" (as such term is defined in Rule 501 under the
Securities Act) reasonably acceptable to the Company. If you appoint the
purchaser representative designated by the Company, the Company shall pay the
fees of such purchaser representative. If you decline to appoint the purchaser
representative designated by the Company, you shall appoint another purchaser
representative reasonably acceptable to the Company, and you shall be
responsible for the fees of the purchaser representative so appointed.
The provisions of this paragraph 16 shall automatically become null and void and
of no further force or effect upon the earlier of (i) the consummation of a Sale
of the Company or (ii) the consummation of the Initial Public Offering.
17. Remedies. The parties hereto (and prior to the consummation of the Initial
Public Offering, the Other Stockholders as third-party beneficiaries) shall be
entitled to enforce their rights under this Agreement specifically, to recover
damages by reason of any breach of any provision of this Agreement and to
exercise all other rights existing in their favor. The parties hereto
acknowledge and agree that money damages would not be an adequate remedy for any
breach of the provisions of this Agreement and that any party hereto (and prior
to the consummation of the Initial Public Offering, any Other Stockholder as a
third-party beneficiary) may apply to any court of law or equity of competent
jurisdiction for specific performance or injunctive relief (without posting bond
or other security) in order to enforce or prevent any violation of the
provisions of this Agreement. All rights of the Other Stockholders as third-
party beneficiaries under this Agreement shall automatically terminate upon the
consummation of the Initial Public Offering.
18. Amendment. Any amendment to the Plan shall be deemed an amendment to this
Agreement to the extent that any such amendment is applicable to this Agreement;
provided, however, that (a) prior to the consummation of the Initial Public
Offering, no such amendment shall adversely affect your rights under this
Agreement without the prior written consent of a majority (based on the total
number of Option Shares subject to Options held) of the holders of then
outstanding Options granted under the Plan whose rights are similarly adversely
affected, and (b) following the consummation of the Initial Public Offering, no
such amendment shall
12
<PAGE>
adversely affect your rights under this Agreement without your prior written
consent. Prior to the consummation of the Initial Public Offering, this
Agreement may not otherwise be amended in any way that would adversely affect
your rights hereunder without the prior written consent of a majority (based on
the total number of Option Shares subject to Options held) of the holders of
then outstanding Options granted under the Plan whose Option agreements are to
be similarly amended, and following the consummation of the Initial Public
Offering, this Agreement may not otherwise be amended in any way that would
adversely affect your rights hereunder without your prior written; provided,
however, that prior to the consummation of the Initial Public Offering, no
provision of paragraph 12, 13, 14, 15, 16, 17 or 18 of this Agreement may be
amended or waived without the prior written consent of at least 67% of the
Institutional Investor Stock then outstanding, if such amendment or waiver would
have a detrimental effect on the Other Stockholders.
19. Successors and Assigns. Except as otherwise expressly provided herein, all
covenants and agreements contained in this Agreement by or on behalf of any of
the parties hereto shall bind and inure to the benefit of the respective
successors and permitted assigns of the parties hereto whether so expressed or
not.
20. Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision shall be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of such
provision or any other provision of this Agreement.
21. Counterparts. This Agreement may be executed simultaneously in two or more
counterparts (including by facsimile), each of which shall constitute an
original, and all of which taken together shall constitute one and the same
Agreement.
22. Descriptive Headings. The descriptive paragraph headings in this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.
23. Governing Law. The corporate law of Delaware shall govern all questions
concerning the relative rights of the Company and its stockholders. All other
questions concerning the construction, validity and interpretation of this
Agreement shall be governed by the internal law, and not the law of conflicts,
of Illinois.
24. Notices. All notices, demands or other communications to be given or
delivered under or by reason of the provisions of this Agreement shall be in
writing and shall be deemed to have been given when delivered personally, one
business day after being sent by reputable overnight courier (charges prepaid)
or four business days after being mailed by certified or registered mail
(postage prepaid and return receipt requested), to the recipient. Such notices,
demands and other communications shall be sent to the addresses indicated below:
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<PAGE>
(a) If to you:
Name
Address
City, State, Postal Code
(b) If to the Company:
Focal Communications Corporation
200 North LaSalle Street
Chicago, Illinois 60601
Attention: President
(c) If to the Other Stockholders, to the address listed in the Company's
records; or to such other address (or to the attention of such other person) as
the receiving party may hereafter specify by prior written notice to the sending
party.
25. Third-Party Beneficiaries. You and the Company hereby acknowledge that,
until the consummation of the Initial Public Offering, the Other Stockholders
are third-party beneficiaries under this Agreement.
26. Entire Agreement. This Agreement constitutes the entire understanding
between you and the Company and supersedes all prior oral and written agreements
with respect to the subject matter hereof.
* * * *
Please execute the enclosed copy of this Agreement in the space provided below
and return it to the Secretary of the Company at the executive offices of the
Company to confirm your receipt of copies of, and your understanding and
acceptance of the terms and conditions of, this Agreement and the Plan.
Very truly yours,
FOCAL COMMUNICATIONS CORPORATION
By
Its President and Chief Executive Officer
Enclosures: 1. Extra copy of this Agreement
2. Copy of the Plan
14
<PAGE>
The undersigned hereby acknowledges receipt of copies of, and his or her
understanding and acceptance of the terms and conditions of, this Agreement and
the Plan.
Dated as of: , 1998
(Signature)
Name (printed or typed)
15
<PAGE>
EXHIBIT 10.22
AGREEMENT
between
PACIFIC BELL
and
FOCAL COMMUNICATIONS CORPORATION OF CALIFORNIA
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C>
PREFACE................................................................... 1
AGREEMENT................................................................. 1
RECITALS.................................................................. 1
DEFINITIONS and ACRONYMS.................................................. 1
GENERAL TERMS AND CONDITIONS......................................... 2
1. Provision of Local Service and Unbundled Elements................ 2
2. Term of Agreement; Transitional Support.......................... 3
3. Good Faith Performance........................................... 3
4. Option to Obtain Local Services or Network Elements Under
Other Agreements................................................. 3
5. Responsibility of Each Party..................................... 4
6. Governmental Compliance.......................................... 4
7. Responsibility For Environmental Contamination................... 4
8. Regulatory Matters............................................... 5
9. Liability and Indemnity.......................................... 6
10. Audits and Inspections........................................... 8
11. Performance Standards and Remedies............................... 9
12. Uncollectible or Unbillable Revenues............................. 9
13. Customer Credit History.......................................... 10
14. Force Majeure.................................................... 10
15. Certain State and Local Taxes.................................... 11
16. Alternative Dispute Resolution................................... 11
17. Notices.......................................................... 11
18. Confidentiality and Proprietary Information...................... 12
19. Branding......................................................... 14
20. Miscellaneous.................................................... 14
</TABLE>
Page i
<PAGE>
ATTACHMENTS
<TABLE>
<CAPTION>
<S> <C>
Attachment 1 Definitions
Attachment 2 Acronyms
Attachment 3 Alternative Dispute Resolution
Attachment 4 Directory Listing Requirements
Attachment 5 Local Services Resale
Attachment 6 Specifications, Service Descriptions and Implementation
Schedule for Unbundled Network Elements
Attachment 7 Rights of Way (ROW), Conduits, Pole Attachments
Attachment 8 Pricing
Attachment 9 [Intentionally Omitted]
Attachment 10 Collocation
Attachment 11 Provisioning and Ordering
Attachment 12 Maintenance
Attachment 13 Connectivity Billing and Recording
Attachment 14 Provision of Customer Usage Data
Attachment 15 Local Number Portability and Number Assignment
Attachment 16 Security
Attachment 17 Service Performance Measures and Liquidated Damages
Attachment 18 Interconnection
</TABLE>
Page ii
<PAGE>
PREFACE
AGREEMENT
This Agreement, which shall become effective as of the _____ day of
________ 1998, is entered into by and between FOCAL COMMUNICATIONS CORPORATION
OF CALIFORNIA, a Delaware corporation, having an office at 200 N. La Salle,
Suite 800, Chicago, Illinois 60601, on behalf of itself and its Affiliates
(individually and collectively "CLC"), and PACIFIC BELL, a California
corporation, having an office at 2150 Webster St., Oakland, California
("PACIFIC").
RECITALS
WHEREAS, The Telecommunications Act of 1996 was signed into law on
February 8, 1996 (the "Act") and substantially amends the Communications Act of
1934; and
WHEREAS, the Act places certain duties and obligations upon, and
grants certain rights to, Telecommunications Carriers; and
WHEREAS, PACIFIC is an Incumbent Local Exchange Carrier; and
WHEREAS, PACIFIC is willing to sell unbundled Network Elements and
Ancillary Functions and additional features, as well as services for resale, on
the terms and subject to the conditions of this Agreement; and
WHEREAS, CLC is a Telecommunications Carrier and has requested
pursuant to Section 252 (i) of the Act to opt into the interconnection agreement
of ACN Communications of California which became effective July 3, 1997 for the
provision of interconnection, unbundled Network Elements (including Ancillary
Functions and additional features), and services pursuant to the Act;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants of this Agreement, CLC and PACIFIC hereby agree as follows:
DEFINITIONS and ACRONYMS
For purposes of this Agreement, certain terms have been defined in
Attachment 1 and elsewhere in this Agreement to encompass meanings that may
differ from, or be in addition to, the normal connotation of the defined word.
Unless the context clearly indicates otherwise, any term defined or used in the
singular shall include the plural. The words "shall" and "will" are used
interchangeably throughout this Agreement and the use of either connotes a
mandatory requirement. The use of one or the other shall not mean a different
degree of right or obligation for either Party. A defined word intended to
convey its special meaning is capitalized when used. Other terms that are
capitalized, and not defined in this Agreement, shall have the meaning in the
Act, unless the context clearly indicates otherwise. For convenience of
reference only, Attachment 2 provides a list of acronyms used throughout this
Agreement.
Page 1
<PAGE>
Agreement between Pacific Bell and FOCAL
GENERAL TERMS AND CONDITIONS
1. Provision of Local Service and Unbundled Elements
1.1. This Agreement and its Attachments are subject to the Act, regulations
thereunder and relevant FCC and Commission decisions in effect on the
Effective Date of this Agreement. The effect on this Agreement of
changes in the Act, regulations thereunder and relevant FCC and
Commission decisions is set forth in Sections 8.3 and 8.4 of this
Agreement.
1.2. This Agreement, which consists of this statement of General Terms and
Conditions and Attachments 1 through 18, inclusive, sets forth the
terms, conditions and prices under which PACIFIC agrees to provide to
CLC (a) services for resale (hereinafter referred to as "Local
Services") and (b) certain unbundled Network Elements, Ancillary
Functions and additional features and (c) other services (hereinafter
collectively referred to as "Network Elements") or combinations of
such Local Services, Network Elements, Ancillary Functions and other
services for CLC's own use or for resale to others, and for purposes
of offering telecommunications services of any kind. This Agreement
also sets forth the terms and conditions for the interconnection of
CLC's network to PACIFIC's network and the reciprocal compensation for
the transport and termination of telecommunications traffic. Unless
otherwise provided in this Agreement, and except where not technically
feasible in a given area, PACIFIC will perform all of its obligations
hereunder throughout its entire service area, provided, however, that
PACIFIC is not required, except at CLC's request pursuant to Section
1.6 of Attachment 6, to install new or improved facilities in areas
where they do not currently exist, except as mutually agreed to in
writing by the Parties.
1.3. Subject to this Agreement and its Attachments , the Network Elements,
Ancillary Functions, Combinations, Local Services, or other services
provided pursuant to this Agreement may be connected, to other Network
Elements, Ancillary Functions, Combinations, Local Services, or other
services provided by PACIFIC or to any Network Elements, Ancillary
Functions, Combinations, Local Services or other services provided by
CLC itself or by any other vendor. Subject to the requirements of this
Agreement and its Attachments, CLC may, at any time add, delete,
relocate or modify the Network Elements, Ancillary Functions, Local
Services, Combinations or other services purchased hereunder.
1.4. PACIFIC will not discontinue any unbundled Network Element, Ancillary
Service or Combination during the term of this Agreement without CLC's
consent, except (i) to the extent required by network changes or
upgrades, in which event PACIFIC will comply with the network
disclosure requirements stated in the Act and FCC regulations
thereunder; or (ii) if required by a final order of the Court, the FCC
or the Commission as a result of remand or appeal of the FCC's order
In the Matter of Implementation of Local Competition Provisions of the
Telecommunications Act of 1996, Docket 96-98. In the event such a
final order allows but does not require discontinuance, PACIFIC 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 or appropriate to
reflect the results of such action. In the event that such new terms
are not renegotiated within ninety (90) days after such notice, or if
the parties are unable to agree, either party may submit the matter to
the Alternative Dispute Resolution Process described in Attachment 3.
Page 2
<PAGE>
Agreement between Pacific Bell and FOCAL
1.5. PACIFIC will not withdraw any Local Service without providing one-
hundred five (105) days advance notice, from the date of notice to
the date of withdrawal of the service, to CLC of PACIFIC's intent to
withdraw the service, inclusive of the time required to file and the
Commission to consider an advice letter to withdraw the service
pursuant to General Order 96A. If PACIFIC discontinues a Local
Service, PACIFIC shall either (a) limit the discontinuance to new
customers and grandfather the service for all CLC resale customers who
subscribe to the service as of the date of discontinuance; or (b)
offer to CLC for resale an alternative service, having substantially
similar capabilities and terms and conditions.
2. Term of Agreement; Transitional Support
2.1. This Agreement shall be effective until July 3, 2000, and thereafter
the Agreement shall continue in force and effect unless and until a
new agreement, addressing all of the terms of this Agreement, becomes
effective between the Parties. The Parties agree to commence
negotiations, to be conducted pursuant to Section 252 of the Act, on a
new agreement no less than six (6) months before July 3, 2000. In the
event that such new terms are not renegotiated within six (6) months
after such notice, either party may submit the matter to the
Alternative Dispute Resolution Process described in Attachment 3.
PACIFIC recognizes that the Network Elements, Ancillary Functions,
Combinations, Local Services and other services provided hereunder are
vital to CLC and must be continued without interruption, and that CLC
may itself provide or retain another vendor to provide such comparable
Network Elements, Ancillary Functions, Combinations, Local Services or
other services. PACIFIC and CLC agree to cooperate in an orderly and
efficient transition to CLC or another vendor. PACIFIC and CLC further
agree to cooperate in effecting the orderly transition to CLC or
another vendor such that the level and quality of the Network
Elements, Ancillary Functions, Combinations, Local Services, and other
services are not degraded and to exercise their best efforts to effect
an orderly and efficient transition. CLC shall be responsible for
coordinating such transition.
2.2. Notwithstanding Section 2.1 above, CLC may terminate this Agreement at
any time by providing 120-days' prior written notice to PACIFIC,
subject to Section 20.12 of this Agreement.
3. Good Faith Performance
In the performance of their obligations under this Agreement, the Parties
shall act in good faith and consistently with the intent of the Act. Where
notice, approval or similar action by a Party is permitted or required by
any provision of this Agreement (including, without limitation, the
obligation of the parties to further negotiate the resolution of new or
open issues under this Agreement), such action shall not be unreasonably
delayed, withheld or conditioned.
4. Option to Obtain Local Services or Network Elements Under Other Agreements
At CLC's request and pursuant to section 252 of the Act, regulations
thereunder and relevant court decisions, PACIFIC shall make available to
CLC, without unreasonable delay, any interconnection, service or network
element contained in any agreement to which PACIFIC is a party that has
been filed and approved by the Commission.
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Agreement between Pacific Bell and FOCAL
5. Responsibility of Each Party
Each Party is an independent contractor, and has and hereby retains the
right to exercise full control of and supervision over its own performance
of its obligations under this Agreement and retains full control over the
employment, direction, compensation and discharge of all employees
assisting in the performance of such obligations. Each Party will be solely
responsible for all matters relating to payment of such employees,
including compliance with social security taxes, withholding taxes and all
other regulations governing such matters. Each Party will be solely
responsible for proper handling, storage, transport and disposal at its own
expense of all (i) substances or materials that it or its contractors or
agents bring to, create or assume control over at Work Locations or, (ii)
Waste resulting therefrom or otherwise generated in connection with its or
its contractors' or agents' activities at the Work Locations. Subject to
the limitations on liability and except as otherwise provided in this
Agreement, each Party shall be responsible for (i) its own acts and
performance of all obligations imposed by Applicable Law in connection with
its activities, legal status and property, real or personal and, (ii) the
acts of its own affiliates, employees, agents and contractors during the
performance of that Party's obligations hereunder.
6. Governmental Compliance
CLC and PACIFIC each shall comply at its own expense with all Applicable
Law that relates to (i) its obligations under or activities in connection
with this Agreement; or (ii) its activities undertaken at, in connection
with or relating to Work Locations. CLC and PACIFIC each agree to
indemnify, defend (at the other party's request) and save harmless the
other, each of its officers, directors and employees from and against any
losses, damages, claims, demands, suits, liabilities, fines, penalties and
expenses (including reasonable attorneys' fees) that arise out of or result
from (i) its failure or the failure of its contractors or agents to so
comply or (ii) any activity, duty or status of it or its contractors or
agents that triggers any legal obligation to investigate or remediate
environmental contamination. PACIFIC will be solely responsible for
obtaining from governmental authorities, building owners, other carriers,
and any other persons or entities, all rights and privileges (including,
but not limited to, space and power), which are necessary for PACIFIC to
provide the Network Elements, Ancillary Functions, Combinations, Local
Services and other services pursuant to this Agreement. To the extent
necessary, CLC will cooperate with PACIFIC in obtaining such rights and
privileges.
7. Responsibility For Environmental Contamination
7.1. CLC shall in no event be liable to PACIFIC for any costs whatsoever
resulting from the presence or release of any environmental hazard
that CLC did not introduce to the affected work location, provided
that activities of CLC or its agents did not cause or contribute to a
release. PACIFIC shall indemnify, defend (at CLC's request) and hold
harmless CLC, each of its officers, directors and employees from and
against any losses, damages, claims, demands, suits, liabilities,
fines, penalties and expenses (including reasonable attorneys' fees)
that arise out of or result from (i) any environmental hazard that
PACIFIC, its contractors or agents introduce to the work locations or
(ii) the presence or release of any environmental hazard for which
PACIFIC is responsible under applicable law.
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Agreement between Pacific Bell and FOCAL
7.2. PACIFIC shall in no event be liable to CLC for any costs whatsoever
resulting from the presence or release of any environmental hazard
that PACIFIC did not introduce to the affected work location, provided
that actions of PACIFIC or its agents did not cause or contribute to a
release. CLC shall indemnify, defend (at PACIFIC's request) and hold
harmless PACIFIC, each of its officers, directors and employees from
and against any losses, damages, claims, demands, suits, liabilities,
fines, penalties and expenses (including reasonable attorneys' fees)
that arise out of or result from (i) any environmental hazard that
CLC, its contractors or agents introduce to the work locations or (ii)
the presence or release of any environmental hazard for which CLC is
responsible under applicable law.
8. Regulatory Matters
8.1. PACIFIC shall be responsible for obtaining and keeping in effect all
Federal Communications Commission, state regulatory commission,
franchise authority and other regulatory approvals that may be
required in connection with the performance of its obligations under
this Agreement. CLC shall be responsible for obtaining and keeping in
effect all Federal Communications Commission, state regulatory
commission, franchise authority and other regulatory approvals that
may be required in connection with its obligations under this
Agreement, and with its offering of services to CLC Customers
contemplated by this Agreement. CLC shall reasonably cooperate with
PACIFIC in obtaining and maintaining any required approvals for which
PACIFIC is responsible, and PACIFIC shall reasonably cooperate with
CLC in obtaining and maintaining any required approvals for which CLC
is responsible.
8.2. To the extent that PACIFIC is required by any governmental authority
to file a tariff or make another similar filing in connection with the
performance of any action that would otherwise be governed by this
Agreement, the terms of this Agreement shall control, unless this
Agreement links a term, condition or price in this Agreement to a
specific tariff, in which case the terms of the tariff as modified
from time to time will apply. If, subsequent to the effective date of
any tariff incorporated by reference into this Agreement, PACIFIC is
ordered not to file tariffs with the State regulatory commission or
the Federal Communications Commission, or is permitted not to file
tariffs (and elects not to do so), either generally or for specific
Network Elements, Ancillary Functions, Combinations, Local Services or
other services provided hereunder, the terms and conditions of such
tariffs as of the date on which the requirement to file such tariffs
was lifted shall, to the degree not inconsistent with this Agreement,
be deemed incorporated in this Agreement by reference.
8.3. In the event that any final and nonappealable legislative, regulatory,
judicial or other legal action renders this Agreement or any
Attachment hereto inoperable, materially affects any material terms of
this Agreement, or materially affects the ability of CLC or PACIFIC to
perform any material terms of this Agreement, CLC or PACIFIC may, on
thirty (30) days written notice (delivered not later than 30 days
following the date on which such action has become legally binding and
has otherwise become final and nonappealable) 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
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Agreement between Pacific Bell and FOCAL
referred to the Alternative Dispute Resolution procedures set forth in
Section 17 and Attachment 3.
8.4. The Parties acknowledge that it may be necessary to amend this
Agreement and the Attachments hereto from time to time to reflect
changes in FCC or Commission decisions, tariffs, rules, and
requirements, including changes resulting from judicial review of
applicable regulatory decisions. If the Parties are unable to agree on
whether and/or how the Agreement and the Attachments should be amended
pursuant to this Section 8.4, the dispute shall be referred to the
Alternative Dispute Resolution procedures set forth in Section 17 and
Attachment 3.
9. Liability and Indemnity
9.1. Liabilities of CLC - CLC's liability to PACIFIC during any Contract
Year resulting from any and all causes, other than as specified in
Sections 6, 7, 9.3, and 9.4 shall not exceed the total of any amounts
due and owing by CLC to PACIFIC under this Agreement during the
Contract Year during which such cause accrues or arises.
9.2. Liabilities of PACIFIC - PACIFIC's liability to CLC during any
Contract Year resulting from any and all causes, other than as
specified in Sections 6, 7, 9.3, and 9.4 shall not exceed the total of
any amounts due and owing by PACIFIC to CLC under this Agreement
during the Contract Year during which such cause accrues or arises.
9.3. No Consequential Damages - NEITHER CLC NOR PACIFIC SHALL BE LIABLE
TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
RELIANCE, OR SPECIAL DAMAGES SUFFERED BY SUCH OTHER PARTY (INCLUDING
WITHOUT LIMITATION DAMAGES FOR HARM TO BUSINESS, LOST REVENUES, LOST
SAVINGS, OR LOST PROFITS SUFFERED BY SUCH OTHER PARTIES), REGARDLESS
OF THE FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY, STRICT
LIABILITY, OR TORT, INCLUDING WITHOUT LIMITATION NEGLIGENCE OF ANY
KIND WHETHER ACTIVE OR PASSIVE, AND REGARDLESS OF WHETHER THE PARTIES
KNEW OF THE POSSIBILITY THAT SUCH DAMAGES COULD RESULT. EACH PARTY
HEREBY RELEASES THE OTHER PARTY (AND SUCH OTHER PARTY'S SUBSIDIARIES
AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES
AND AGENTS) FROM ANY SUCH CLAIM. NOTHING CONTAINED IN THIS SECTION 9
SHALL LIMIT PACIFIC'S OR CLC'S LIABILITY TO THE OTHER FOR (I) WILLFUL
OR INTENTIONAL MISCONDUCT (INCLUDING GROSS NEGLIGENCE); (II) BODILY
INJURY, DEATH OR DAMAGE TO TANGIBLE REAL OR TANGIBLE PERSONAL PROPERTY
PROXIMATELY CAUSED BY PACIFIC'S OR CLC'S NEGLIGENT ACT OR OMISSION OR
THAT OF THEIR RESPECTIVE AGENTS, SUBCONTRACTORS OR EMPLOYEES, NOR
SHALL ANYTHING CONTAINED IN THIS SECTION 10 LIMIT THE PARTIES
INDEMNIFICATION OBLIGATIONS, AS SPECIFIED BELOW. FOR PURPOSES OF THIS
SECTION 9, AMOUNTS DUE AND OWING TO EITHER PARTY PURSUANT TO
ATTACHMENT 17 SHALL NOT BE CONSIDERED TO BE INDIRECT, INCIDENTAL,
CONSEQUENTIAL, RELIANCE, OR SPECIAL DAMAGES.
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Agreement between Pacific Bell and FOCAL
9.4. Obligation to Indemnify - Each party shall, and hereby agrees to,
defend at the other's request, indemnify and hold harmless the other
party and each of its officers, directors, employees and agents (each,
an "Indemnitee") against and in respect of any loss, debt, liability,
damage, obligation, claim, demand, judgment or settlement of any
nature or kind, known or unknown, liquidated or unliquidated,
including without limitation all reasonable costs and expenses
incurred (legal, accounting or otherwise) (collectively, "Damages")
arising out of, resulting from or based upon any pending or threatened
claim, action, proceeding or suit by any third party (a "Claim") (i)
alleging any breach of any representation, warranty or covenant made
by such indemnifying party (the "Indemnifying Party") in this
Agreement, (ii) based upon injuries or damage to any person or
property or the environment arising out of or in connection with this
Agreement that are the result of the Indemnifying Party's actions,
breach of Applicable Law, or status or the actions, breach of
Applicable Law, or status of its employees, agents and subcontractors,
or (iii) for actual or alleged infringement of any patent, copyright,
trademark, service mark, trade name, trade dress, trade secret or any
other intellectual property right, now known or later developed
(referred to as "Intellectual Property Rights") to the extent that
such claim or action arises from the indemnifying party's or the
indemnifying party's Customer's use of the Network Elements, Ancillary
Functions, Combinations, Local Services or other services provided
under this Agreement.
9.5. Obligation to Defend; Notice; Co-operation - Whenever a Claim shall
arise for indemnification under this Section 9.5, the relevant
Indemnitee, as appropriate, shall promptly notify the Indemnifying
Party and request the Indemnifying Party to defend the same. Failure
to so notify the Indemnifying Party shall not relieve the Indemnifying
Party of any liability that the Indemnifying Party might have, except
to the extent that such failure prejudices the Indemnifying Party's
ability to defend such Claim. The Indemnifying Party shall have the
right to defend against such liability or assertion in which event the
Indemnifying Party shall give written notice to the Indemnitee of
acceptance of the defense of such Claim and the identity of counsel
selected by the Indemnifying Party. Except as set forth below, such
notice to the relevant Indemnitee shall give the Indemnifying Party
full authority to defend, adjust, compromise or settle such Claim with
respect to which such notice shall have been given, except to the
extent that any compromise or settlement shall prejudice the
Intellectual Property Rights of the relevant Indemnitees. The
Indemnifying Party shall consult with the relevant Indemnitee prior to
any compromise or settlement that would affect the Intellectual
Property Rights or other rights of any Indemnitee, and the relevant
Indemnitee shall have the right to refuse such compromise or
settlement and, at the refusing party's or refusing parties' cost, to
take over such defense, provided that in such event the Indemnifying
Party shall not be responsible for, nor shall it be obligated to
indemnify the relevant Indemnitee against, any cost or liability in
excess of such refused compromise or settlement. With respect to any
defense accepted by the Indemnifying Party, the relevant Indemnitee
shall be entitled to participate with the Indemnifying Party in such
defense if the Claim requests equitable relief or other relief that
could affect the rights of the Indemnitee and also shall be entitled
to employ separate counsel for such defense at such Indemnitee's
expense. In the event the Indemnifying Party does not accept the
defense of any indemnified Claim as provided above, the relevant
Indemnitee shall have the right to employ counsel for such defense at
the expense of the Indemnifying Party. Each party agrees to cooperate
and to cause its employees and agents to cooperate with the
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Agreement between Pacific Bell and FOCAL
other party in the defense of any such Claim and the relevant records
of each party shall be available to the other party with respect to
any such defense.
10. Audits and Inspections
10.1. Subject to PACIFIC's reasonable security requirements and except as
may be otherwise specifically provided in this Agreement, CLC may
audit PACIFIC's books, records, and other documents once in each
Contract Year for the purpose of evaluating the accuracy of PACIFIC's
billing and invoicing for services provided by PACIFIC to CLC
hereunder. CLC may employ other persons or firms for this purpose.
Such audit shall take place at a time and place agreed on by the
Parties no later than thirty (30) days after notice thereof to
PACIFIC.
10.2. Subject to CLC's reasonable security requirements and except as may
be otherwise specifically provided in this Agreement, PACIFIC may
audit CLC's books, records, and other documents once in each Contract
Year for the purpose of evaluating the accuracy of CLC's billing and
invoicing for services provided by CLC to PACIFIC hereunder. PACIFIC
may employ other persons or firms for this purpose. Such audit shall
take place at a time and place agreed on by the Parties no later than
thirty (30) days after notice thereof to CLC.
10.3. Each Party shall promptly correct any billing or invoicing errors
that are revealed in an audit, including making refund of any
overpayment in the form of a credit, or payment of any underpayment
in the form of a debit, on the invoice for the first full billing
cycle after the Parties have agreed upon the accuracy of the audit
results. Any Disputes concerning audit results shall be resolved
pursuant to the Alternate Dispute Resolution procedures described in
Attachment 3.
10.4. Each Party shall cooperate fully in any such audit, providing
reasonable access to any and all appropriate employees and books,
records and other documents reasonably necessary to assess the
accuracy of each Party's billing and invoicing.
10.5. Either Party may audit the other Party's books, records and documents
more than once during any Contract Year if the previous audit found
previously uncorrected net variances or errors in invoices in the
other Party's favor with an aggregate value of at least two percent
(2%) of the amounts payable by the Party being audited under this
Agreement during the period covered by the audit.
10.6. Audits shall be at the requesting party's expense, subject to
reimbursement by the audited party in the event that an audit finds
an adjustment in the charges or in any invoice paid or payable by the
requesting party hereunder by an amount that is, on an annualized
basis, greater than two percent (2%) of the aggregate charges to the
requesting party under this Agreement during the period covered by
the audit.
10.7. Upon (i) the discovery by a Party of overcharges not previously
reimbursed to the other Party or (ii) the resolution of disputed
audits, the audited Party shall promptly reimburse the requesting
Party the amount of any overpayment, plus interest at the Bank of
America prime rate compounded daily for the number of days from the
date of overpayment to and including the date that payment is
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Agreement between Pacific Bell and FOCAL
actually made. In no event, however, shall interest be assessed on
any previously assessed or accrued late payment charges.
10.8. Upon (i) the discovery by either Party of underpayments not
previously paid to the other Party, or (ii) the resolution of
disputed audits, the audited Party shall promptly pay the other Party
the amount of any underpayment, plus interest at the Bank of America
prime rate compounded daily from the date of underpayment to and
including the date that payment is actually made.
10.9. Subject to PACIFIC's reasonable security requirements and except as
may be otherwise specifically provided in this Agreement, CLC shall
have the following audit rights in addition to the financial audit
rights provided above: (a) if CLC has a reasonable basis to believe
that an audit is required to confirm PACIFIC's compliance with the
Act or this Agreement, CLC may inspect once, in each Contract Year,
PACIFIC's books, records, and other documents relevant to the Network
Elements, Ancillary Functions, Combinations, Local Services, or other
services provided to CLC for the purpose of evaluating PACIFIC's
compliance with the terms and conditions of this Agreement; and (b)
CLC shall have the audit rights specified in Attachments 17 and 18.
Except as otherwise specified in Attachments 17 and 18, CLC employees
may conduct audits pursuant to this Section 10.9, subject to Section
18 of this Agreement, unless PACIFIC reasonably maintains that the
books, records and other documents relating to CLC are impossible or
impractical to segregate from documents containing proprietary
information of other parties, in which case, the audit shall be
conducted by a mutually designated third party auditor, with the
expense shared equally by the Parties, provided, however, that (a) If
the auditor finds that PACIFIC has complied with the Act or this
Agreement, CLC shall pay for the audit; and (b) If the auditor finds
that PACIFIC has not complied with the Act or this Agreement, PACIFIC
shall pay for the audit.
11. Performance Standards and Remedies
11.1. The Parties agree that customer satisfaction is a goal that can only
be achieved through cooperation of the Parties. PACIFIC agrees to
measure performance, as outlined in Attachment 17. The measurements
contained in Attachment 17 may change from time to time by mutual
agreement of the Parties. PACIFIC agrees to provide to CLC a level of
service that is at parity with the service PACIFIC provides to
itself, its affiliates or other, at the same price, terms and
conditions.
11.2. Within forty-five (45) days of the effective date of this Agreement,
the Parties will meet to develop and mutually agree to performance
and business process improvement procedures.
11.3. The Parties may amend, modify, delete or add business process
improvement procedures by mutual agreement and modification of
Attachment 17.
12. Uncollectible or Unbillable Revenues
12.1. Uncollectible or unbillable revenues resulting from, but not confined
to, provisioning, maintenance, or signal network routing errors shall
be the responsibility of the Party causing such error.
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Agreement between Pacific Bell and FOCAL
13. Customer Credit History
CLC and PACIFIC agree to make available to the Centralized Credit Check
System (CCCS) on a timely basis, such of the following customer payment
history components for each person or entity that applies for local or
intraLATA toll Telecommunications Service(s) from either carrier, and for
each unpaid closed account. Such information shall be provided on the
condition that the CCCS, will only make such information available to the
carrier to which the person or entity in question has applied for telephone
service when CCCS has unpaid closed account information for that applicant.
Customer's full name, surname, given name, middle
name or initial;
Service address, when service was/is provided;
Mailing address, where bills are sent;
Current telephone number;
Applicant's previous phone number; if any;
Spouse's name, if applicable;
Valid identifying number(s) for customer and/or spouse,
e.g. Social Security Number, Driver's License, etc.;
Specific Data regarding accounts that have left an
unpaid debt with the utility; and
Payments and adjustments on unpaid accounts to
update current balance due information.
14. Force Majeure
14.1. Except as otherwise specifically provided in this Agreement, neither
Party shall be liable for any delay or failure in performance of any
part of this Agreement caused by a Force Majeure condition, including
acts of the United States of America or any state, territory or
political subdivision thereof, acts of God or a public enemy, fires,
floods, labor disputes, earthquakes, volcanic actions, wars, civil
disturbances, or other causes beyond the reasonable control of the
Party claiming excusable delay or other failure to perform. Provided,
Force Majeure shall not include acts of any Governmental Authority
relating to environmental, health or safety conditions at Work
Locations. If any Force Majeure condition occurs, the Party whose
performance fails or is delayed because of such Force Majeure
condition shall give prompt notice to the other Party, and upon
cessation of such Force Majeure condition, shall give like notice and
commence performance hereunder as promptly as reasonably practicable.
14.2. Notwithstanding subsection 14.1, preceding, no delay or other failure
to perform shall be excused pursuant to this Section: (i) by the acts
or omission of a Party's subcontractors, material men, suppliers or
other third persons providing products or services to such Party
unless such acts or omissions are themselves the product of a Force
Majeure condition, (ii) do not relate to environmental, health or
safety conditions at Work Locations and, (iii) unless such delay or
failure and the consequences thereof are beyond the control and
without the fault or negligence of the Party claiming excusable delay
or other failure to perform.
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Agreement between Pacific Bell and FOCAL
15. Certain State and Local Taxes
Any state or local excise, sales, or use taxes (excluding any taxes levied
on income) resulting from the performance of this Agreement shall be borne
by the Party upon which the obligation for payment is imposed under
applicable law, even if the obligation to collect and remit such taxes is
placed upon the other Party by mutual written agreement of the Parties,
provided, however, that the other Party has not acted in a manner that has
materially impaired the ability of the liable Party to contest the tax or
the amount of the tax (and interest and penalties, etc.) regardless of
whether the impairment was foreseeable. If the other Party has materially
impaired the ability of the liable Party to contest the tax or the amount
of the tax, the Party causing the impairment shall be liable for the tax
(interest and penalties, etc.) caused by the party's impairment. Any such
taxes shall be shown as separate items on applicable billing documents
between the Parties. The Party so obligated to pay any such taxes may
contest the same in good faith, at its own expense, and shall be entitled
to the benefit of any refund or recovery, provided that such Party shall
not permit any lien to exist on any asset of the other Party by reason of
the contest. The Party obligated to collect and remit shall cooperate in
any such contest by the other Party.
16. Alternative Dispute Resolution
16.1. Except as provided below, all disputes, claims or disagreements
(collectively "Disputes") arising under or related to this Agreement
or the breach hereof, except those arising pursuant to Attachment
13, Connectivity Billing, shall be resolved according to the
procedures set forth in Attachment 3. Disputes involving matters
subject to the Connectivity Billing provisions contained in
Attachment 13, shall be resolved in accordance with the Billing
Disputes section of Attachment 13. In no event shall the Parties
permit the pendency of a Dispute to disrupt service to any CLC
Customer contemplated by this Agreement. The foregoing
notwithstanding, neither this Section 16.1 nor Attachment 3 shall be
construed to prevent either Party from (a) invoking a remedy
required or permitted by the Act or FCC regulations thereunder (b)
seeking or otherwise invoking relief from the Commission under
procedures permitted by the Public Utilities Code or the
Commission's regulations, or (c) seeking and obtaining temporary
equitable remedies, including temporary restraining orders. A
request by a Party to a court or a regulatory authority for interim
measures or equitable relief shall not be deemed a waiver of the
obligation to comply with Attachment 3.
17. Notices
Any notices or other communications required or permitted to be given or
delivered under this Agreement shall be in hard-copy writing (unless
otherwise specifically provided herein) and shall be sufficiently given if
delivered personally or delivered by prepaid overnight express service to
the following (unless otherwise specifically required by this Agreement to
be delivered to another representative or point of contact):
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Agreement between Pacific Bell and FOCAL
If to CLC:
Vice President and General Counsel
Focal Communications Corporation of California
200 N. La Salle Street, Suite 800
Chicago, Illinois 60601
and
Director Regulatory
Focal Communications Corporation of California
200 N. La Salle Street, Suite 800
Chicago, Illinois 60601
If to PACIFIC:
Director, Competitive Provider Accounts
370 Third Street, Room 716
San Francisco, CA 94107
and
James B. Young
General Attorney & Assistant General Counsel
Pacific Telesis Group
Legal Department
140 New Montgomery Street, Room 1810
San Francisco, CA 94105
Facsimile: (415) 974-5570
Either Party may unilaterally change its designated representative and/or
address for the receipt of notices by giving seven (7) days prior written
notice to the other Party in compliance with this Section. Any notice or
other communication shall be deemed given when received.
18. Confidentiality and Proprietary Information
18.1. For the purposes of this Agreement, "Confidential Information" means
confidential or proprietary technical or business Information given
by the Discloser to the Recipient. All information which is
disclosed by one Party to the other in connection with this
Agreement shall automatically be deemed proprietary to the Discloser
and subject to this Agreement, unless otherwise confirmed in writing
by the Discloser. In addition, by way of example and not limitation,
all orders for Network Elements, Ancillary Functions, Combinations,
Local Services or other services placed by CLC pursuant to this
Agreement, and information that would constitute Customer
Proprietary Network Information of CLC Customers pursuant to the Act
and the rules and regulations of the Federal Communications
Commission ("FCC"), and Recorded Usage Data as described in
Attachment, whether disclosed by CLC to PACIFIC or otherwise
acquired by PACIFIC in the
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Agreement between Pacific Bell and FOCAL
course of the performance of this Agreement, shall be deemed Confidential
Information of CLC for all purposes under this Agreement.
18.2. For a period of five (5) years from the receipt of Confidential
Information from the Discloser, except as otherwise specified in this
Agreement, the Recipient agrees (a) to use it only for the purpose of
performing under this Agreement; (b) to hold it in confidence and
disclose it to no one other than its employees having a need to know for
the purpose of performing under this Agreement; and (c) to safeguard it
from unauthorized use or disclosure with at least the same degree of care
with which the Recipient safeguards its own Confidential Information. If
the Recipient wishes to disclose the Discloser's Confidential Information
to a third party agent or consultant, such disclosure must be mutually
agreed to in writing by the parties to this Agreement, and the agent or
consultant must have executed a written agreement of non-disclosure and
non-use comparable in scope to the terms of this Section.
18.3. The Recipient may make copies of Confidential Information only as
reasonably necessary to perform its obligations under this Agreement. All
such copies shall bear the same copyright and proprietary rights notices
as are contained on the original.
18.4. The Recipient agrees to return all Confidential Information in tangible
form received from the Discloser, including any copies made by the
Recipient, within thirty (30) days after a written request is delivered
to the Recipient, or to destroy all such Confidential Information, except
for Confidential Information that the Recipient reasonably requires to
perform its obligations under this Agreement. If either party loses or
makes an unauthorized disclosure of the other party's Confidential
Information, it shall notify such other party immediately and use
reasonable efforts to retrieve the lost or wrongfully disclosed
information.
18.5. The Recipient shall have no obligation to safeguard Confidential
Information: (a) which was in the possession of the Recipient free of
restriction prior to its receipt from the Discloser; (b) after it becomes
publicly known or available through no breach of this Agreement by the
Recipient; (c) after it is rightfully acquired by the Recipient free of
restrictions on its disclosure; or (d) after it is independently
developed by personnel of the Recipient to whom the Discloser's
Confidential Information had not been previously disclosed. In addition,
either Party shall have the right to disclose Confidential Information to
any mediator, arbitrator, state or federal regulatory body, the
Department of Justice or any court in the conduct of any mediation,
arbitration or approval of this Agreement or in any proceedings
concerning the provision of interLATA services by PACIFIC. Additionally,
the Recipient may disclose Confidential Information if so required by
law, a court, or governmental agency, so long as the Discloser has been
notified of the requirement promptly after the Recipient becomes aware of
the intended disclosure, and so long as the Recipient undertakes all
lawful measures to avoid disclosing such information until Discloser has
had reasonable time to seek a protective order that covers the
Confidential Information to be disclosed.
18.6. Each party's obligations to safeguard Confidential Information disclosed
prior to expiration or termination of this Agreement shall survive such
expiration or termination.
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Agreement between Pacific Bell and FOCAL
18.7. Except as otherwise expressly provided elsewhere in this Agreement,
no license is hereby granted under any patent, trademark, or
copyright, nor is any such license implied, solely by virtue of the
disclosure of any Confidential Information.
18.8. Each party agrees that the Discloser would be irreparably injured by
a breach of this Agreement by the Recipient or its representatives
and that the Discloser shall be entitled to seek equitable relief,
including injunctive relief and specific performance, in the event of
any breach of the provisions of this Agreement. Such remedies shall
not be deemed to be the exclusive remedies for a breach of this
Agreement, but shall be in addition to all other remedies available
at law or in equity.
18.9. Nothing in this Section 18 shall prevent PACIFIC from using Recorded
Usage Data for the limited purpose of network planning and
management.
19. Branding
19.1. Services offered by CLC that incorporate Network Elements, Ancillary
Functions or Combinations made available to CLC pursuant to this
Agreement, and Local Services that CLC offers for resale shall be
branded as stated in the Attachments to this Agreement. In no event
shall PACIFIC personnel installing or repairing CLC Local Service,
Network Elements, or Combinations initiate a conversation with the
end user customer to market PACIFIC product or services. PACIFIC
personnel shall respond to any inquiries from end users or consumers
concerning PACIFIC's products or services by providing a telephone
number to call for information.
20. Miscellaneous
20.1. Delegation or Assignment - Neither Party shall assign any of its
rights or delegate any of its obligations under this Agreement
without the prior written consent of the other Party which will not
be unreasonably withheld. Any prohibited assignment or delegations
shall be null and void.
20.2. Subcontracting - If any obligation under this Agreement is performed
through a subcontractor, the original Party shall remain fully
responsible for the performance of this Agreement in accordance with
its terms, including any obligations it performs through
subcontractors, and shall be solely responsible for payments due its
subcontractors. No contract, subcontract or other Agreement entered
into by either Party with any third party in connection with the
provision of Local Services or Network Elements hereunder shall
provide for any indemnity, guarantee or assumption of liability by,
or other obligation of, the other Party to this Agreement with
respect to such arrangement, except as consented to in writing by the
other Party. No subcontractor shall be deemed a third party
beneficiary for any purposes under this Agreement.
20.3. Nonexclusive Remedies - Except as otherwise expressly provided in
this Agreement, each of the remedies provided under this Agreement is
cumulative and is in addition to any remedies that may be available
at law or in equity.
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Agreement between Pacific Bell and FOCAL
20.4. No Third-Party Beneficiaries - Except as may be specifically set
forth in this Agreement, this Agreement does not provide and shall
not be construed to provide third parties with any remedy, claim,
liability, reimbursement, cause of action, or other privilege.
20.5. Referenced Documents - Whenever any provision of this Agreement
refers to a technical reference, technical publication, CLC
Practice, PACIFIC Practice, any publication of telecommunications
industry administrative or technical standards, or any other
document specifically incorporated into this Agreement, it will be
deemed to be a reference to the most recent version or edition
(including any amendments, supplements, addenda, or successors) of
such document that is in effect, and will include the most recent
version or edition (including any amendments, supplements, addenda,
or successors) of each document incorporated by reference in such a
technical reference, technical publication, CLC Practice, PACIFIC
Practice, or publication of industry standards. Should there be an
inconsistency between or among publications or standards, the
Parties shall mutually agree which requirement shall apply.
20.6. Governing Law - The validity of this Agreement, the construction and
enforcement of its terms, and the interpretation of the rights and
duties of the Parties shall be governed by the laws of the State of
California other than as to conflicts of laws, except insofar as
federal law may control any aspect of this Agreement, in which case
federal law shall govern such aspect. The Parties submit to personal
jurisdiction in San Francisco, California and waive any and all
objections to California venue.
20.7. Publicity and Advertising - Neither Party shall publish or use any
advertising, sales promotions or other publicity materials that use
the other party's logo, trademarks or service marks without the
prior written approval of the other Party.
20.8. Amendments or Waivers - Except as otherwise provided in this
Agreement, no amendment or waiver of any provision of this
Agreement, and no consent to any default under this Agreement, shall
be effective unless the same is in writing and signed by an officer
of the Party against whom such amendment, waiver or consent is
claimed. In addition, no course of dealing or failure of a Party
strictly to enforce any term, right or condition of this Agreement
shall be construed as a waiver of such term, right or condition. By
entering into this Agreement neither Party waives any right granted
to it pursuant to the Act.
20.9. Severability - If any term, condition or provision of this Agreement
is held to be invalid or unenforceable for any reason, such
invalidity or unenforceability shall not invalidate the entire
Agreement, unless such construction would be unreasonable. The
Agreement shall be construed as if it did not contain the invalid or
unenforceable provision or provisions, and the rights and
obligations of each Party shall be construed and enforced
accordingly; provided, however, that in the event such invalid or
unenforceable provision or provisions are essential elements of this
Agreement and substantially impair the rights or obligations of
either Party, the Parties shall promptly negotiate a replacement
provision or provisions.
20.10. Entire Agreement - This Agreement, which shall include the
Attachments, Appendices and other documents referenced herein,
constitutes the entire
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<PAGE>
Agreement between Pacific Bell and FOCAL
Agreement between the Parties concerning the subject matter hereof
and supersedes any prior agreements, representations, statements,
negotiations, understandings, proposals or undertakings, oral or
written, with respect to the subject matter expressly set forth
herein.
20.11. Definitions and Diagrams: The definitions contained in Attachment 1
are meant to accurately describe the meaning accorded the term as
required by the Act and as used in this Agreement. In the event of
any disagreement between a definition of the term in the Act, in
Attachment 1 or any other part of this Agreement (including the
Attachments), the definition in the Act shall supersede any
definition in the Agreement or Attachments and any specific
definition in an Attachment other than Attachment 1 shall supersede
the definition in Attachment 1. Throughout this Agreement and its
Attachments, various diagrams are used. These diagrams are
illustrative only, and, in the event of any disagreement between the
diagram and the words of this Agreement, the words of this Agreement
shall control.
20.12. Survival of Obligations - Any liabilities or obligations of a Party
for acts or omissions prior to the cancellation or termination of
this Agreement, any obligation of a Party under the provisions
regarding indemnification, Confidential Information, limitations on
liability, and any other provisions of this Agreement which, by
their terms, are contemplated to survive (or to be performed after)
termination of this Agreement, shall survive cancellation or
termination thereof.
20.13. Executed in Counterparts - This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original;
but such counterparts shall together constitute one and the same
instrument.
20.14. 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.
In witness whereof, the parties have executed this Agreement through
their authorized representatives.
PACIFIC BELL FOCAL COMMUNICATIONS CORPORATION OF
CALIFORNIA
<TABLE>
<CAPTION>
<S> <C>
By: /s/ Sandy Kinney By: /s/ Renee M. Martin
----------------------------------- ---------------------------------------
Signature Signature
Name: Sandy Kinney Name: Renee M. Martin
-------------------------------------
Printed
Title: Vice President - General Manager Title: Senior Vice President & Gen. Counsel
Industry Markets -------------------------------------
SBC Telecommunications, Inc.
Date: 6/15/98 Date: 6/12/98
--------------------------------- -------------------------------------
</TABLE>
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<PAGE>
ATTACHMENT 1
------------
DEFINITIONS
-----------
<PAGE>
Attachment 1
DEFINITIONS
1. "Access Tandem Switches" are switches used to connect End Offices to
Interexchange Carrier switches. PACIFIC's Access Tandem Switches are also
used to connect and switch traffic between and among Central Office
Switches.
2. "Act" means the Communications Act of 1934, 47 U.S.C. 151 et seq., as
amended by the Telecommunications Act of 1996, and as interpreted from time
to time in the duly authorized rules and regulations of the FCC or the
Commission.
3. "Advanced Intelligent Network (AIN) Trigger Capability" is a network
functionality that permits specific conditions to be programmed into a
switch which, when met, directs the switch to suspend call processing and
to receive special instructions for further call handling instructions in
order to enable carriers to offer advanced features and services.
4. "AMA" means the Automated Message Accounting structure inherent in switch
technology that initially records telecommunication message information.
AMA format is contained in the Automated Message Accounting document,
published by Bellcore as GR-1100-CORE which defines the industry standard
for message recording.
5. "Ancillary Functions" are services or facilities that PACIFIC offers to CLC
so that CLC may obtain and use unbundled Network Elements or PACIFIC
services to provide telecommunications services to CLC's customers.
Ancillary Functions include collocation and rights of way, and may include
other services or facilities as mutually agreed to by the parties.
6. "Applicable Law" shall mean all laws, statutes, common law, regulations,
ordinances, codes, rules, guidelines, orders, permits and approvals of any
Governmental Authority, including without limitation those relating to the
environment, health and safety, which apply or relate to Work Locations or
the subject matter of this Agreement.
7. "CLC Customer" means the relationship for a specific service with any
business or residential customer to the extent such customer purchases CLC
services.
8. "Automatic Number Identification" or "ANI" means a Feature Group D
signaling parameter that refers to the number transmitted through the
network identifying the billing number of the calling party.
9. "Automatic Location Identification/(ALI)" means the feature of E911 that
displays at the PSAP the address of the calling telephone number. This
feature requires a data storage and retrieval system for translating
telephone numbers to the associated address. ALI information may include
Emergency Service Number (ESN), street address, room or floor, and names of
the enforcement, fire and medical agencies with jurisdictional
responsibility for the address. The Management System (E911) database is
used to update the Automatic E911 Location Identification (ALI) databases.
10. "Automatic Route Selection (ARS)" is a service feature that provides for
automatic selection of the most appropriate outbound route for each call
based on criteria programmed into the system.
11. "Busy Line Verification" or "BLV" means a service in which an end user
requests an operator to confirm the busy status of a line.
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Attachment 1
12. "Busy Line Verification and Interrupt" or "BLVI" means a service in which
an end user requests an operator to confirm the busy status of a line and
requests an interruption of the call.
13. "CABS" means the Carrier Access Billing System.
14. "Calling Party Number (CPN)" means a Common Channel Signaling parameter
which refers to the number transmitted through the network identifying the
calling party.
15. "Central Office Switch" or "Central Office" means a switching entity within
the public switched telecommunications network, including but not limited
to End Office Switches and Tandem Switches. Central Office Switches may be
employed as combination End Office/Tandem Switches.
16. "CLC Operations Handbook" means Sections 16.6 and 16.7 of the CLC Handbook,
which address PACIFIC's Operations and Administration interfaces for local
interconnection and SS7.
17. "Centralized Message Distribution System" ("CMDS") means the transport
system that LECs use to exchange outcollect and CABS access messages among
each other and other parties connected to CMDS.
18. "Charge Number" means a CCS signaling parameter that refers to the number
transmitted through the network identifying the billing number of the
calling party.
19. "Centrex" means a Telecommunications Service that uses central office
switching equipment for call routing to handle direct dialing of calls, and
to provide many private branch exchange-like features.
20. "CLASS (Custom Local Area Signaling Service) and Custom Features" means a
grouping of optional enhancements to basic local exchange service that
offers special call handling features to end users (eg., call waiting, call
forwarding and automatic redial).
21. "Combination" shall have the meaning set forth in 47 C.F.R. Section
51.315.
22. "Commission" means the California Public Utilities Commission.
23. "Common Channel Signaling" or "CCS" means a method of digitally
transmitting call set-up and network control data over a special network
fully separate from the public switched network elements that carry the
actual call. Signaling System 7 ("SS7") is the CCS network presently used
by telecommunications carriers.
24. "Competitive Local Carrier (CLC) or Competitive Local Exchange Carrier
(CLC)" is a carrier who competes in the provision of local exchange
telecommunications service as set forth in Opinion, Appendix C, Section 3
(B), and is not an Incumbent LEC as defined by 47 U.S.C., Section 251 (h)
of the Act.
25. "Conduit" means a tube or similar enclosure that may be used to house
communication or communications-related power cables. Conduit may be
underground or above ground (for example, inside buildings) and may contain
one or more inner ducts. An inner duct means a separate tube or enclosure
within a conduit.
26. "Confidential Information" has the meaning set forth in Section 19.1 of the
General Terms and Conditions.
27. "Contract Year" means a twelve (12) month period during the term of the
contract commencing on the Effective Date and each anniversary thereof.
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Attachment 1
28. "Control Office" means an exchange carrier center or office designated as
its company's single point of contact for the provisioning and maintenance
of its portion of interconnection arrangements.
29. "Cross Connection" means an intra-wire center channel connecting separate
pieces of telecommunications equipment.
30. "Customer Usage Data" means the local Telecommunications Services usage
data of an CLC Customer, measured in minutes, sub-minute increments,
message units, or otherwise, that is recorded by PACIFIC and forwarded to
CLC.
31. "Directory Number Call Forwarding (DNCF)" means an interim form of Service
Provider Number Portability ("SPNP") which is provided through existing and
available call routing and call forwarding capabilities. DNCF will forward
calls dialed to an original telephone number to a new telephone number on a
multi-path basis. DNCF is not limited to listed directory numbers.
32. "Discloser" means that party to this Agreement which has disclosed
Confidential Information to the other party.
33. "DSX Panel" means a cross-connect bay or panel used for the termination of
equipment and facilities operating at digital rates.
34. "DS-0" means a digital signal rate of 64 Kilobits per second ("kbps").
35. "DS-1" means a digital signal rate of 1.544 Megabits Per Second ("Mbps").
36. "DS-3" means a digital signal rate of 44.736 Mbps.
37. "E911 Management System (MS)" A system of computer programs used by PACIFIC
to create, store and update the data that provides Selective Routing /SM/
and/or Automatic Location Identification (ALI).
38. "E911 Management System Gateway" is a processor that can relieve the host
computer (management system) of performing certain tasks, such as message
handling, code conversion, error control and application functions.
39. "E911 Service" is a method of routing 911 calls to a PSAP that uses
customer location data in the ALI/DMS to determine the PSAP to which a call
should be routed.
40. "Effective Date" is the date indicated in the Preface on which the
Agreement shall become effective.
41. "EISCC" or "Expanded Interconnection Cross Connection" means the connection
between the collocation point of termination ("POT") and the unbundled
Network Element or interconnection point to a switched or dedicated service
in PACIFIC's network.
42. "Electronic File Transfer" means any system or process that utilizes an
electronic format and protocol to send or receive data files.
43. "End Office Switches" are switches from which end users' Exchange services
are directly connected and offered.
44. "Environmental Hazard" means any substance the presence, use, transport,
abandonment or disposal of which (i) requires investigation, remediation,
compensation, fine or penalty under any
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Attachment 1
Applicable Law (including, without limitation, the Comprehensive
Environmental Response Compensation and Liability Act, Superfund Amendment
and Reauthorization Act, Resource Conservation Recovery Act, the
Occupational Safety and Health Act and provisions with similar purposes in
applicable foreign, state and local jurisdictions) or (ii) poses risks to
human health, safety or the environment (including, without limitation,
indoor, outdoor or orbital space environments) and is regulated under any
Applicable Law.
45. "Exchange Message Record" or "EMR" means the standard used for exchange of
telecommunications message information among LECs for billable, non-
billable, sample, settlement and study data. EMR format is contained in BR-
010-200-010 CRIS Exchange Message Record, a Bellcore document which defines
industry standards for exchange message records.
46. "Exchange Service" is as defined in the Act.
47. "FCC" means the Federal Communications Commission.
48. "First Interconnection Order" means the First Report and Order issued In
the Matter of Implementation of the Local Competition provision in the
Telecommunications Act of 1996 (CC Docket No. 96-98, FCC 96-325) (released
August 8, 1996).
49. "Governmental Authority" means any federal, state, local, foreign or
international court, government, department, commission, board, bureau,
agency, official, or other regulatory, administrative, legislative or
judicial authority with jurisdiction.
50. "ILEC" shall mean "Incumbent Local Exchange Carrier" as defined in the Act.
51. "Interconnection" is as described in the Act.
52. "Interexchange Carrier (IEC or IXC)" means a provider of interexchange
telecommunications services.
53. "Interim Number Portability" or "INP" means the delivery of service
provider Number Portability capabilities through the use of switch-based
call routing as described in 47 C.F.R. Section 52.7.
54. "Integrated Services Digital Network" or "ISDN" means a digital switched
network service. "Basic Rate ISDN" provides for channelized (23 bearer and
1 data) end-to-end digital connectivity for the transmission of voice or
data on either or both bearer channels and packet data on the data channel.
"Primary Rate ISDN" provides for 24 bearer and 1 data channels.
55. "LATA-Wide Terminating Interconnection" means an interconnection
arrangement whereby one Party interconnects to a single designated tandem
switch of the other Party to terminate local and intraLATA toll. The Party
providing such termination will designate the tandem switch where such
interconnection is to occur.
56. "LEC" shall mean "Local Exchange Carrier" as defined in the Act.
57. "Line Information Data Base(s) (LIDB)" means one or all, as the context may
require, of the Line Information Databases owned individually by ILECs and
other entities which provide, among other things, calling card validation
functionality for telephone line number cards issued by ILECs and other
entities. A LIDB also contains validation data for collect and third
number-billed calls, which include billed number screening.
58. "Line Side" refers to End Office switch connections that have been
programmed to treat the circuit as a local line connected to a terminating
station (e.g., an ordinary subscribers telephone station
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Attachment 1
set, a PBX, answering machine, facsimile machine or computer). Line Side
connections offer only those transmission and signal features appropriate
for a connection between an End Office and such terminating station.
59. "Link" has the meaning set forth in Attachment 6, Section 3.
60. "Local Calls" are as defined by the Commission. Local Calls currently
include all 0-12 mile calls based on the rate centers of the originating
and terminating NPA-NXXs of the callers (these include ZUM Zone 1 and ZUM
Zone 2 calls) and, where established in incumbent LEC tariffs, ZUM Zone 3
and Extended Area Service (EAS) calls.
61. "Local Exchange Routing Guide" or "LERG" means a Bellcore Reference
Document used by LECs and IXCs to identify NPA-NXX routing and homing
information as well as Network Element and equipment designations.
62. "Local Exchange Traffic" means traffic originated on the network of a LEC
in a LATA and completed directly between that LEC's network and the network
of another LEC in that same LATA, including intraLATA toll traffic and
traffic originated to or terminated from LECs not party to this Agreement.
Local Exchange Traffic does not include traffic that is routed to or
terminated from the network of an 1XC.
63. "Local Interconnection Trunks/Trunk Groups" are used for the termination of
Local Exchange Traffic, using Bellcore Technical Reference GR-317-CORE
("GR-317").
64. "Local Loop" shall have the meaning set forth in 47 C.F.R. Section
51.319(a).
65. "Local Number Portability (LNP)" means the ability of users of
telecommunications services to retain, at the same location, existing
telecommunications numbers without impairment of quality, reliability, or
convenience when switching from one telecommunications carrier to another.
66. "Local Service" has the meaning set forth in Attachment 5, Section 1.1.
67. "Loop" has the meaning set forth in Attachment 6, Section 3.
68. "MECAB" means the Multiple Exchange Carrier Access Billing document
prepared under the direction of 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), Section 23.1 of Part 1. The MECAB document, published by Bellcore
as Special Report SR-BDS-000983, contains the recommended guidelines for
the billing of access and other connectivity services provided by two or
more LECs (including LECs and CLCs), or by one LEC or CLC in two or more
states within a single LATA.
69. "Meet Point Trunks/Trunk Groups" ("MPTGs") are used for the joint provision
of Switched Access services, utilizing Bellcore Technical References
GR-394-CORE ("GR-394") and GR-317 CORE ("GR-317"). MPTGs are those between
a local End Office and an Access Tandem as described in FSD 20-24-0000 and
20-24-0300.
70. "MECOD" means the Multiple Exchange Carriers Ordering and Design Guidelines
for Access Services - Industry Support Interface, a document developed by
the Ordering/Provisioning Committee under the auspices of the OBF, which
functions under the auspices of the Carrier Liaison Committee of the ATIS.
The MECOD document, published by Bellcore as Special Report SR STS-002643,
establishes methods for processing orders for access and other connectivity
service which is to be provided by two or more local carriers (including a
LEC and a CLC), or by one LEC or CLC in two or more states within a single
LATA.
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Attachment 1
71. "Mid-Span Meet" means an interconnection between two LECs whereby each
provides its own cable and equipment up to the meet point of the cable
facilities. The meet point is the demarcation establishing ownership of and
responsibility for each LEC's portion of the transmission facility.
72. "911 Service" means a universal telephone number which gives the public
direct access to the PSAP. Basic 911 service collects 911 calls from one or
more local exchange switches that serve a geographic area. The calls are
then sent to the authority designated to receive such calls.
73. "Network Element" is as defined in the Act.
74. "North American Numbering Plan (NANP)" means the system of telephone
numbering employed in the United States, Canada, and certain Caribbean
countries.
75. "Numbering Plan Area (NPA)" is also sometimes referred to as an area code
and the three digit indicator that is defined by the "A", "B" and "C"
digits of each 10-digit telephone number within the NANP. Each NPA
contains 800 possible NXX Codes. There are two general categories of NPA.
"Geographic NPA" is associated with a defined geographic area, and all
telephone numbers bearing such NPA are associated with services provided
within that Geographic area. A "Non-Geographic NPA," also known as a
"Service Access Code" ("SAC Code"), is typically associated with a
specialized telecommunications service which may be provided across
multiple geographic NPA areas; 500, Toll Free Service NPAs, 700, and 900
are examples of Non-Geographic NPAs.
76. "Number Portability" is as defined in the Act.
77. "NXX", "NXX Code" or "Central Office Code" means the three digit switch
entity indicator that is defined by the "D", "E" and "F" digits of a l0-
digit telephone number within the NANP. Each NXX Code contains 10,000
station numbers.
78. "OBF" means the Ordering and Billing Forum (OBF), which functions under the
auspices of the Carrier Liaison Committee (CLC) of the Alliance for
Telecommunications Industry Solutions (ATIS).
79. "Originating Line Information (OLI)" is an SS7 Feature Group D signaling
parameter which refers to the number transmitted through the network
identifying the billing number of the calling party.
80. "PACIFIC" means Pacific Bell.
81. "Party" means either CLC or PACIFIC. "Parties" means CLC and PACIFIC.
82. "Percent Local Usage or "PLU" means a percentage amount that represents the
ratio of the local minutes to the sum of local and intraLATA toll minutes
sent between the Parties over Local Interconnection Trunks. Directory
Assistance, BLV/BLVI, 900, 976, transiting calls from other LECS, WSP
traffic and interLATA Switched Access calls are not included in the
calculation of PLU.
83. "Permanent Number Portability (PNP)" means a long-term solution to provide
LNP for all customers and all providers consistent with the Act and
implementing regulations.
84. "Physical Collocation" shall have the meaning set forth in 47 C.F.R.
Section 51.5.
85. "Point of Interconnection" or "POI" means a physical location at which the
Parties' networks meet for the purpose of establishing interconnection.
POIs include a number of different technologies and technical interfaces
based on the Parties' mutual agreement.
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Attachment 1
86. "Pole Attachment" means the connection of a facility to a utility pole.
Some examples of facilities are mechanical hardware, grounding and
transmission cable, and equipment boxes.
87. "Port" means a termination point in the end office switch. For purposes of
general illustration, a Port includes a line card and associated peripheral
equipment on an End Office Switch which serves as the hardware termination
for line or trunk side facilities connected to the End Office switch. Each
line side Port is typically associated with one or more telephone numbers
that serve as the customers network address.
88. "Public Safety Answering Point (PSAP)" means the designated agency to which
calls to E911/911 services are routed.
89. "Rate Center" identifies the specific geographic point and corresponding
geographic area which are associated with one or more particular NPA-NXX
codes which have been assigned to a LEC (or CLC) for its provision of
Exchange Services. The rate point is a geographic location identified by
specific V&H (vertical and horizontal coordinates), which are used to
measure distance sensitive end user traffic to/from the particular NPA-NXX
designations with the specific Rate Center.
90. "Rating Point" means the Vertical and Horizontal ("V&H") coordinates
associated with a particular telephone number for rating purposes.
91. "Real Time" means the actual time in which an event takes place, with the
reporting on or the recording of the event practically simultaneous with
its occurrence.
92. "Recipient" means that party to this Agreement to which Confidential
Information has been disclosed by the other party.
93. "Recorded Usage Data" has the meaning set forth in Attachment 14.
94. "Release" means any release, spill, emission, leaking, pumping, injection,
deposit, disposal, discharge, dispersal, leaching, or migration, including
without limitation, the movement of Environmental Hazards through or in the
air, soil, surface water or groundwater, or any action or omission that
causes Environmental Hazards to spread or become more toxic or more
expensive to investigate or remediate.
95. "Right of Way (ROW)" means the right to use the land or other property of
a third party or governmental authority to place poles, conduits, cables,
other structures and equipment, or to provide passage to access such
structures and equipment. A ROW may run under, on, or above public or
private property (including air space above public or private property) and
may include the right to use discrete space in buildings, building
complexes or other locations.
96. "Routing Point" means a location which a LEC has designated on its own
network as the homing or routing point for traffic inbound to Exchange
Service provided by the LEC which bears a certain NPA-NXX designation. The
Routing Point is employed to calculate mileage measurements for the
distance-sensitive transport element charges of Switched Access services.
The Routing Point need not be the same as the Rating Point, nor must it be
located within the Rate Center area, but must be in the same LATA as the
NPA-NXX.
97. "Served Premises" means collectively, the CLC designated locations to which
CLC orders Network Elements, Ancillary Functions or Combinations.
98. "Service Control Point" or "SCP" means a node in the CCS network to which
information requests for service handling, such as routing, are directed
and processed. The SCP is a real time database system that, based on a
query from a Service Switching Point ("SSP"), performs subscriber or
Page 7
<PAGE>
Attachment 1
application-specific service logic and then sends instructions back to the
SSP on how to continue call processing.
99. "Service provider local number portability" shall have the same meaning as
Number Portability as defined in the Act and FCC regulations thereunder.
100. "Signal Transfer Point" or "STP" means equipment that performs a packet
switching function that routes signaling messages among SSPs, SCPs,
Signaling Points ("SPs"), and other STPs in order to set up calls and to
query databases for advanced services.
101. "Special Construction" shall have the meaning set forth in PACIFIC's
Schedule P.U.C. No. 175-T, Section 15.1 (B) and (H) as of the Effective
Date of this Agreement and shall not be subject to change except upon
mutual agreement of the Parties (even if the underlying tariff changes),
provided that CLC will be treated no less favorably than PACIFIC treats its
own end-user customers.
102. "Switched Access" service means an offering of access to services or
facilities for the purpose of the origination or termination of traffic
from or to Exchange Service customers in a given area pursuant to a
Switched Access tariff. Switched Access services includes: Feature Group A
("FGA"), Feature Group B ("FGB"), Feature Group C ("FGC"), Feature Group D
("FGD"), Toll Free Service, 700 and 900 access. Switched Access service
does not include traffic exchanged between LECs for purpose of local
exchange interconnection.
103. "Switched Access Meet Point Billing" means a billing arrangement used when
two or more LECs jointly provide a Switched Access service over Meet Point
Trunks, with each LEC receiving an appropriate share of the revenues. The
access services will be billed using Switched Access rate structures, and
the LECs will decide whether a single bill or multiple bill will be sent.
If the LECs cannot agree, multiple bills will be sent.
104. "Tandem Switches" are switches that are used to connect and switch trunk
circuits between and among Central Office Switches.
105. "Toll Traffic" means IntraLATA traffic failing outside of the normal free
calling area as defined by the Commission.
106. "Toll Free Service" means service provided with any dialing sequence that
invokes toll-free, i.e., 800-like, service processing. Toll Free Service
includes calls to the Toll Free Service 800/888 NPA SAC codes.
107. "Transit Rate" is the rate that applies to local and toll calls sent
between a LEC and a CLC destined for a third-party LEC or CLC.
108. "Trunk-Side" refers to a Central Office switch connection that is capable
of, and has been programmed to treat the circuit as connecting to another
switching entity, for example, another Central Office switch. Trunk-Side
connections offer those transmission and signaling features appropriate for
the connection of switching entities and cannot be used for the direct
connection of ordinary telephone station sets.
109. "Unbundled Services Cross Connector" or "USCC" is a connection between an
unbundled link, which terminates at the distribution frame, and the cross
connect system, for the purpose of combining an unbundled link and PACIFIC
unbundled transport when multiplexing is required.
110. "Virtual Collocation" shall have the meaning set forth in 47 C.F.R.
Section 51.5.
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<PAGE>
Attachment 1
111. "Voluntary Federal Customer Financial Assistance Programs" are
Telecommunications Services provided to low-income subscribers, pursuant to
requirements established by the appropriate state regulatory body.
112. "Waste" means all hazardous and non-hazardous substances and materials
which are intended to be discarded, scrapped, or recycled, associated with
activities CLC or PACIFIC or their respective contractors or agents perform
at Work Locations. It shall be presumed that all substances or materials
associated with such activities, that are not in use or incorporated into
structures (including without limitation damaged components or tools,
leftovers, containers, garbage, scrap, residues or by products), except for
substances and materials that CLC, PACIFIC or their respective contractors
or agents intend to use in their original form in connection with similar
activities, are Waste. "Waste" shall not include substances, materials or
components incorporated into structures (such as cable routes) even after
such components or structure are no longer in current use.
113. "Wire Center" denotes a building or space within a building which serves as
an aggregation point on a given carrier's network, where transmission
facilities and circuits are connected or switched. PACIFIC Bell's Wire
Center can also denote a building in which one or more Central Offices,
used for the provision of Exchange Services and access services, are
located. However, for purposes of collocation, Wire Center shall mean those
points eligible for such connections as specified in FCC Docket No. 91-141,
and rules adopted pursuant thereto, as modified by subsequent FCC
decisions.
114. "Wireless Service Provider or "WSP" means a provider of Commercial Mobile
Radio Services ("CMRS") e.g., cellular service provider, Personal
Communications Services provider, or paging service provider.
115. "Work Locations" means any real estate that CLC or PACIFIC, as appropriate,
owns, leases or licenses or in which it holds easements or other rights to
use, or does use, in connection with this Agreement.
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<PAGE>
ATTACHMENT 2
------------
ACRONYMS
--------
<PAGE>
Attachment 2
ACRONYMS
<TABLE>
<CAPTION>
ACRONYM DEFINITION
------- ----------
<S> <C>
AAA American Arbitration Association
AIN Advanced Intelligent Network
ALI Automatic Location Identification/
AMA Automated Message Accounting
ANSI American National Standards Institute
ARPM Average Revenue Per Message
ATIS Alliance for Telecom Industry Solutions
ATM Asynchronous Transfer Mode
BICI Broadband Inter-Carrier Interface
BITS Building Integrated Timing Supply
BLV/BLVI Busy Line Verification/Interrupt
BOSS Billing & Ordering Support System
BRCS Business and Residential Customer Service
C Network Element Combination
C-DTTA Combination of Dedicated Transport & Tandem
C-LPLS Combination of Loop & Local Switching
C- Combination Local Service, Common Transport Signaling,
LSCTSSDBTS Databases and/or Tandem Switching
CABS Carrier Access Billing System
CAMA ANI Centralized Automatic Message Accounting - Automatic Number Identification
CAP Competitive Access Provider
CCITT Consultative Committee on International Telegraph & Telephone
CCS Communications Channel Signaling
CCSNIS Common Channel Signaling Network Interface Specification
CESAR Customers' Enhanced System for Access Requests
CIC Carrier Identification Code
CLASS Custom Local Area Signaling Service
CLC/CLC Competitive Local Exchange Carrier
CLLI Common Language Location Identifier
CMIP Coded Mark Inversion Protocol
CO Central Office
CPE Customer Premised Equipment
CRDD Customer Requested Due Dates
CT Common Transport
CY Current Year
DA Directory Assistance
DACS Digital Access Crossconnect Systems
DB Database
DB Service Central Points/Databases
</TABLE>
Page 1
<PAGE>
Attachment 2
<TABLE>
<CAPTION>
<S> <C>
DCC Data Communications Channel
DCS Digital Cross-Connect System
DID Direct Inward Dialing
DLC Digital Loop Carrier
DLCI Data Link Connection Identifier
DMOQs Direct Measures of Quality
DN Directory Numbers
DN-RI Directory Number - Route Index
DS-1 Digital Signal Level One
DS-3 Digital Signal Level Three
DS0 Digital Signal Level Zero
DSN Data Set Name
DSX Digital Cross Connect
DT Dedicated Transport
DTMF Dual-Tone Multi-Frequency
E Network Element
E&M Ear & Mouth Signaling
E-LP Element Loop
EAMF Equal Access Multi-Frequency
EBCDIC Extended Binary-Coded Decimal Interexchange Code
EBI Electronic Bonding Interface
EFT Electronic Fund Transfer
EI Electronic Interface
EMR Exchange Message Record
EO End Office
ESF Extended Super Frame
ESL Essential Service Line
ETTR Estimated Time to Repair
FDI Feeder Distribution Interface
FN Fiber Node
FOC Firm Order Confirmation
FRF Frame Relay Forum
FUNI Framebased User to Network Interface
GTT Global Title Translation
HDT Host Digital Terminal
HFC Hybrid Fiber Coax
HFC-HDT Hybrid Fiber Coax - Host Digital Terminal
ID Remote Identifiers
IEC Interexchange Carrier
IECs Interexchange Carriers
IEEE Institute of Electrical and Electronic Engineers
IISP Interim Interswitch Signaling Protocol
ILEC Incumbent Local Exchange Carrier
IN Intelligent Network
</TABLE>
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<PAGE>
Attachment 2
INA Integrated Network Access
INP Interim Number Portability
ISC Interconection Services Center
ISDN Integrated Services Digital Network
ISDNUP Integrated Services Digital Network User Part
ISNI Intermediate Signal Network Identifier
ISO International Standardization Organization
ISUP Integrated Services User Part
ITU International Telecommunications Union
IVMS Interswitch Voice Messaging Service
LARG LIDB Access Routing Guide
LASS Local Area Signaling Services
LATA Local Access Transport Area
LCC Line Class Code
LEC Local Exchange Carrier
LEC DA LEC Directory Assistance
LEC SCE LEC Service Creation Environment
LEC SCP LEC Service Control Point
LEC SMS Service Management System
LEC SSP LEC Service Switching Point
LFACS Loop Facilities Assignment and Control System
LGX Lightguide Cross-Connect
LIDB Line Information Data Base
LMI Local Management Interface
LNP Local Number Portability
LP Loop
LRECL Logical Record Length
LRN Local Routing Number
LS Local Switching
LSNE Local Switching Network Element
LSO Local Serving Office
LSSGR LATA Switching Systems Generic Requirements
MDF Main Distribution Frame
MDU Multiple Dwelling Unit
MDU/BCL Multiple Dwelling Unit/Business Customer Location
MF Multi-Frequency
MIB Management Information Base
MLT Mechanized Loop Tests
MOP Methods of Procedure
MOS Modified Operator Services
MOU Minutes of Use
MR Modification Request
MRVT MTP Routing Verification Test
MSAG Master Street & Address Guide
Page 3
<PAGE>
Attachment 2
<TABLE>
<CAPTION>
<S> <C>
MTP Message Transfer Port
NEBS Network Equipment Building System
NI Network Interface Device
NID Network Interface Device
NIU Network Interface Unit
NMS Network Management System
NNI Network to Network Interface
NVT Network Validation Test
OA Operator Assistance
OAM Operation and Maintenance
OAM&P Operations Administration Maintenance & Provisioning
OBF Ordering & Billing Forum
OC Optical Carrier
ODS Optical Distribution
OLI Originating Line Indicator
OMAP Operations, Maintenance & Administration Part
ORT Operational Readiness Test
OS Operator Services
OSS Operations Support Systems
OSSGR Operator Services Systems Generic Requirements
PBX Private Branch Exchange
PDH Plesiochronous Digital Hierarchy
PEC Primary Exchange Carrier
PIC Primary Interexchange Carrier
PNP Permanent Number Portability
POI Point of Interface
POI Points of Interconnection
POT Point of Termination
POTS Plain Old Telephone Service
PREMIS Premise Information System
PRI Primary Rate Interface
PSAP Public Safety Answering Point
PUC Public Utilities Commission
RAO Regional Accounting Office
RCF Remote Call Forwarding
RECFM Record Format
RI Route Index
RI-PH Route Index - Portability Hub
ROW Right of Way
RPC Regional Processing Center
RSM Remote Switch Module
RT Remote Terminal
SAG Street Address Guide
SCCP Signaling Connection Control Point
</TABLE>
<PAGE>
Attachment 2
<TABLE>
<CAPTION>
<S> <C>
SCP Service Control Points
SDH Synchronous Digital Hierarchy
SECAB Small Exchange Carrier Access Billing
SL Signaling Link Transport
SMDI-E Standard Message Desk Interface - Enhanced
SMS Service Management System
SNMP Simple Network Management Protocol
SONET Synchronous Optical Network
SORD Service Order Retrieval and Distribution
SPOC Single Point of Contact
SPOI Signaling Point of Interconnection
SRVT SCCP Routing Verification Test
SS7 Signaling System 7
SSP Service Switching Points
STP Signaling Transfer Point
STS Synchronous Transport Signal
SWF-DSI Switched Functional DS1 Service Capability
T&M Time & Material
TCAP Transaction Capabilities Application Port
TDEV Time Deviation
TDI Tie Down Information
TIA-EIA Telecommunications Industries Association/Electronic
Industries Association
TR Technical Requirements
TS Tandem Switching
TSG Trunk Sub-Group
TSGR Transport System Generic Requirements
TSLRIC Total Service Long Run Incremental Cost
TSP Telecommunications Services Priority
UNI User to Network Interface
VB Variable Block
VCI Virtual Channel Identifier
VF Voice Frequency
WDM Wavelength Division Multiplexing
</TABLE>
<PAGE>
ATTACHMENT 3
------------
ALTERNATIVE DISPUTE RESOLUTION
------------------------------
<PAGE>
Attachment 3
ATTACHMENT 3: TABLE OF CONTENTS
ALTERNATIVE DISPUTE RESOLUTION
<TABLE>
<CAPTION>
<S> <C>
1. Purpose............................................................... 1
2. Exclusive Remedy...................................................... 1
3. Informal Resolution of Disputes....................................... 2
4. Initiation of an Arbitration.......................................... 2
5. Governing Rules for Arbitration....................................... 2
6. Appointment and Removal of Arbitrator................................. 3
7. Duties and Powers of the Arbitrator................................... 3
8. Discovery............................................................. 4
9. Privileges............................................................ 4
10. Location of Hearing.................................................. 4
11. Decision............................................................. 4
12. Fees I............................................................... 5
13. Confidentiality...................................................... 5
14. Service of Process................................................... 5
</TABLE>
<PAGE>
Attachment 3
ALTERNATIVE DISPUTE RESOLUTION
------------------------------
1. Purpose
-------
This Attachment 3 is intended to provide for the expeditious, economical,
and equitable resolution of disputes between PACIFIC and CLC arising under
this Agreement.
2. Exclusive Remedy
----------------
2.1 Except for disputes or matters (i) for which the total value of the
amount in controversy exceeds Five Million Dollars ($5,000,000), (ii)
for which this Agreement or the Telecommunications Act of 1996
specifies a particular remedy or procedure, (iii) for which a Party
seeks injunctive relief and/or specific performance in any Court of
competent jurisdiction, or (iv) which are covered by the Billing
Disputes provisions contained in Attachment 13 (Connectivity Billing
and Recording), informal resolution and arbitration under the
procedures provided herein shall be the exclusive remedy for all
disputes between PACIFIC and CLC arising out of this Agreement or its
breach. PACIFIC and CLC agree not to resort to any court, agency, or
private group with respect to such disputes except in accordance with
this Attachment.
2.1.1 If, for any reason, certain claims or disputes are deemed to be
non-arbitrable, the non-arbitrability of those claims or
disputes shall in no way affect the arbitrability of any other
claims or disputes.
2.1.2 If, for any reason, the Federal Communications Commission or
any other federal or state regulatory agency exercises
jurisdiction over and decides any dispute related to this
Agreement, or to the Telecommunications Act of 1996, or to any
tariff and, as a result, a claim is adjudicated in both an
agency proceeding and an arbitration proceeding under this
Attachment 3, the following provisions shall apply:
2.1.2.1 To the extent required by law, the agency ruling shall
be binding upon the parties and shall take precedence
over any contrary ruling of the arbitrator for those
matters within the jurisdiction and authority of such
agency.
2.1.2.2 The arbitration ruling rendered pursuant to this
Attachment 3 shall be binding upon the parties for
purposes of establishing their respective contractual
rights and obligations under this Agreement.
Page 1
<PAGE>
Attachment 3
3. Informal Resolution of Disputes
-------------------------------
3.1 Prior to initiating an arbitration pursuant to the American
Arbitration Association ("AAA") rules, as described below, the parties
to this Agreement shall submit any dispute between PACIFIC and CLC for
resolution to an Inter-Company Review Board consisting of one
representative from CLC at the Director-or-above level and one
representative from PACIFIC at the Vice-President-or-above level (or
at such lower level as each Party may designate).
3.2 The Parties may enter into a settlement of any dispute at any time.
The Settlement Agreement shall be in writing, and shall identify how
the Arbitrator's fee for the particular proceeding, if any, will be
apportioned.
3.3 At no time, for any purposes, may a Party introduce into evidence or
inform the Arbitrator of any statement or other action of a Party in
connection with negotiations between the Parties pursuant to the
Informal Resolution of Disputes provision of this Attachment 3.
4. Initiation of an Arbitration
----------------------------
If the Inter-Company Review Board is unable to resolve the dispute within
30 days (or such longer period as agreed to in writing by the Parties) of
such submission, and the Parties have not otherwise entered into a
settlement of their dispute, either Party may initiate an arbitration in
accordance with the AAA rules.
5. Governing Rules for Arbitration
-------------------------------
The rules set forth below and the rules of the AAA shall govern all
arbitration proceedings initiated pursuant to this Attachment; however,
such arbitration proceedings shall not be conducted under the auspices of
the AAA unless the Parties mutually agree. Where any of the rules set forth
herein conflict with the rules of the AAA, the rules set forth in this
Attachment shall prevail.
Page 2
<PAGE>
Attachment 3
6. Appointment and Removal of Arbitrator
-------------------------------------
6.1 A sole Arbitrator (the "Arbitrator") will preside over each dispute
submitted for arbitration under this Agreement.
6.2 The Parties shall appoint each Arbitrator. Each Arbitrator will serve
until a decision is rendered. Each appointment will be made by mutual
agreement in writing within thirty (30) days after the Parties have
initiated an arbitration proceeding (or such longer period as the
Parties may mutually agree to in writing).
6.3 In the event that an Arbitrator resigns or becomes unable to discharge
his or her duties, the Parties shall, by mutual written Agreement,
appoint a replacement Arbitrator within thirty (30) days after such
resignation, removal, or inability, unless a different time period is
mutually agreed upon in writing by the Parties. Any matters pending
before the Arbitrator at the time he or she resigns, is removed, or
becomes unable to discharge his or her duties, will be assigned to the
replacement Arbitrator as soon as the replacement Arbitrator is
appointed.
6.4 In the event that the Parties do not appoint an Arbitrator within the
time limit set forth in Section 6.2 of this Attachment 3, or a
replacement Arbitrator within the time limit set forth in Section 6.3
of this Attachment 3, either Party may apply to AAA for appointment of
such Arbitrator. Prior to filing an application with the AAA, the
Party filing such application shall provide ten (10) days prior
written notice to the other Party to this Agreement.
Page 3
<PAGE>
Attachment 3
7. Duties and Powers of the Arbitrator
-----------------------------------
7.1 The Arbitrator shall receive complaints, and other permitted
pleadings, oversee any discovery which is permitted, administer oaths
and subpoena witnesses pursuant to the United States Arbitration Act,
9 U.S.C. Section 1 et seq., hold hearings, issue decisions, and
maintain a record of proceedings. The Arbitrator shall have the power
to award any remedy or relief that a court with jurisdiction over this
Agreement could order or grant, including, without limitation, the
awarding of damages, pre-judgement interest, or imposition of
sanctions for abuse or frustration of the arbitration process, except
that the Arbitrator may not award injunctive relief, punitive damages
or any remedy rendered unavailable to the Parties pursuant to Sections
9.3 and 10 of this Agreement.
7.2 The Arbitrator shall not have the authority to limit, expand, or
otherwise modify the terms of this Agreement.
8. Discovery
---------
There shall be no discovery except for the exchange of documents deemed
necessary by the Arbitrator to an understanding and determination of the
dispute. PACIFIC and CLC shall attempt, in good faith, to agree on a plan
for document discovery. Should they fail to agree, either PACIFIC or CLC
may request a joint meeting or conference call with the Arbitrator. The
Arbitrator shall resolve any disputes between PACIFIC and CLC, and such
resolution with respect to the need, scope, manner, and timing of discovery
shall be final and binding.
9. Privileges
----------
Although conformity to formal rules of evidence may not be necessary in
connection with arbitrations initiated pursuant to this Attachment, the
Arbitrator shall, in all cases, apply the attorney-client privilege and the
work product immunity doctrine.
10. Location of Hearing
-------------------
Unless both Parties agree otherwise, any arbitration hearings will be held
in San Francisco, California.
11. Decision
--------
The Arbitrator's decision and award shall be final and binding, and shall
be in writing unless the Parties mutually agree in writing to waive the
requirement of a written opinion. Judgment upon the award rendered by the
Arbitrator may be entered in any court having jurisdiction thereof. Either
Party may apply to the United States District Court for the district in
which the hearing occurred for an order enforcing the decision.
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<PAGE>
Attachment 3
12. Fees
----
12.1 The Arbitrator shall, in his or her discretion, apportion the
Arbitrator's fees and expenses to reflect the relative success of
each Party. In accordance with Section 3.2. of this Attachment 3, in
the event that the Parties settle a dispute before the Arbitrator
reaches a decision with respect to that dispute, the Settlement
Agreement must specify how the Arbitrator's fees for the particular
proceeding will be apportioned.
12.2 In an action to enforce or confirm a decision of the Arbitrator, the
prevailing Party shall be entitled to its reasonable attorneys' fees,
costs, and expenses necessarily incurred in the enforcement
proceedings without regard to the local rules of the district in
which the suit is brought.
13. Confidentiality
---------------
13.1 PACIFIC, CLC, and the Arbitrator will treat the arbitration
proceeding, including the hearings and conferences, discovery, or
other related events, as confidential, except as necessary in
connection with a judicial challenge to, or enforcement of, an award,
or unless otherwise required by an order or lawful process of a court
or governmental body.
13.2 In order to maintain the privacy of all arbitration conferences and
hearings, the Arbitrator shall have the power to require the
exclusion of any person, other than a Party, counsel thereto, or
other essential persons.
13.3 To the extent that any information or materials disclosed in the
course of an arbitration proceeding contains proprietary or
confidential information (Confidentiality Information) of either
Party, it shall be safeguarded in accordance with Section 18 of the
General Terms and Conditions of this Agreement. However, nothing in
Section 18 of the General Terms and Conditions of this Agreement
shall be construed to prevent either Party from disclosing the other
Party's Confidential Information to the Arbitrator in connection with
or in anticipation of an arbitration proceeding. In addition, the
Arbitrator may issue orders to protect the confidentiality of
proprietary information, trade secrets, or other sensitive
information.
14. Service of Process
------------------
Service may be made by submitting one copy of all pleadings and attachments
and any other documents requiring service to each Party and one copy to the
Arbitrator. Service shall be deemed made (i) upon receipt if delivered by
hand; (ii) the next business day if sent by overnight courier service; or
(iii) upon confirmed receipt if transmitted by facsimile. If service is by
facsimile, a copy shall be sent the same day by hand delivery or overnight
courier service.
14.1 Service by CLC to PACIFIC and by PACIFIC to CLC at the address
designated for delivery of notices in this Agreement shall be deemed
to be service to PACIFIC or CLC, respectfully.
Page 5
<PAGE>
ATTACHMENT 4
------------
DIRECTORY LISTING REQUIREMENTS
------------------------------
<PAGE>
Attachment 4
ATTACHMENT 4
DIRECTORY LISTING REQUIREMENTS
------------------------------
1 General
PACIFIC shall make available to CLC, for CLC customers, non-discriminatory
access to its telephone number and address directory listings ("Directory
Listings"), under the following terms and conditions:
2. White and Yellow Page Listings
PACIFIC publishes and distributes white pages directories through its
wholly owned subsidiary Pacific Bell Directory ("PBD"), as its agent for
the white pages. PBD also publishes and distributes yellow pages
directories. With respect to those directories, upon receipt of the
necessary customer information from CLC, PACIFIC will include a standard,
basic listing of CLC's residence customers in the appropriate white pages
directory and, for business customers, PACIFIC will provide a standard,
basic listing of CLC's customers to PBD for inclusion in the appropriate
white pages and yellow pages directories at no charge. Additionally, CLC's
customers each will have delivered to them at no charge one copy of
appropriate white and yellow pages directories. Where a CLC Customer has
two numbers for a line due to the implementation of interim Local Number
Portability, the ported number shall be considered part of the one White
Pages basic listing. PACIFIC shall permit CLC customers the option of not
having a published White Pages listing; this option will be provided at the
same price PACIFIC charges its end user customers for the same option.
PACIFIC shall include in its master subscriber list database all Subscriber
Listing Information for CLC customers; PACIFIC's use of CLC Subscriber
Listing information is subject to Section 6 of this Attachment 4.
3. Directories
3.1 Upon receipt of the necessary customer information from CLC, PACIFIC
shall deliver Directory Listings in book form ("Telephone
Directories") to each of CLC's exchange service customers with or
without charge on the same basis that it delivers Telephone
Directories to its own customers with or without charge. There is no
limit on the total number of directories that may be delivered by
PACIFIC. Timing of such delivery and the determination of which
Telephone Directories shall be delivered (whether by customer address,
NPA/NXX or other criteria), and the number of Telephone Directories to
be provided per customer, shall be provided under the same terms that
PACIFIC delivers Telephone Directories to its own local service
customers.
3.2 PACIFIC shall make available recycling services for Telephone
Directories to CLC customers under the same terms and conditions that
PACIFIC makes such services available to its own local service
customers.
4. Directory Listing Criteria
The tariffed general terms relating to directory listings and non-published
listings are set forth in PACIFIC's Schedule Cal. P.U.C. No. 175T, Section
9.3. Information relating to
Page 1
<PAGE>
Attachment 4
paid advertising, publication schedules and coverage of specific
directories may be obtained by CLC from PBD. PACIFIC's listing handbook is
available in the Competitive Local Carriers Handbook in LI-OFFICE. PACIFIC
will automatically update the CLC Handbook as product offerings or product
process changes are made through LI-OFFICE. The changes will be available
automatically to CLC through LI-OFFICE. This listing handbook update will
include all changes to the directory listing criteria.
5. Customer Guide Pages
In areas where CLC provides (or plans to provide service within the next 12
months) exchange service, PACIFIC shall include, in the Customer Guide
section of each Telephone Directory, not less than one full page of
information about CLC services, including addresses and telephone numbers
for CLC customer service. A maximum of two pages will be provided without
charge to CLC. Pages in excess of two will be charged by PACIFIC in
accordance with the nondiscriminatory rates contained in PACIFIC's Schedule
Cal P.U.C. tariff No. 175-T, Section 9.2 ("Customer Guide Service Tariff").
The form and content of such customer guide pages shall be determined by
CLC and shall be provided by CLC to PACIFIC. However neither Party's
content can contain puffery or rate comparisons with other companies. At
CLC's option, the form and content of this customer information may vary
per community directory.
6. Sale of CLC Subscriber Listing Information
PACIFIC will include Subscriber List Information of published CLC local
exchange customers in PACIFIC's Telephone Directory Reproductions Rights
Service, unless instructed in writing by CLC not to release Subscriber List
Information to independent directory publications. PACIFIC will include the
Subscriber List Information of CLC local exchange customers in PACIFIC's
voice and electronic Directory Assistance Services.
Section 2 notwithstanding and subject to the following conditions, CLC may
direct PACIFIC not to release CLC's customers' Subscriber List Information
to independent directory publications if the Parties first agree:
6.1 on the timing and method for CLC to specify which CLC Customer
Subscriber List Information is not to be included in sales to
independent directory publications; and,
6.2 on the appropriate charge for listing such CLC customers in PACIFIC's
directories.
If the Parties cannot agree on the timing, method or price the Parties
shall use the Alternative Dispute Resolution Process set forth in
Attachment 3.
Page 2
<PAGE>
ATTACHMENT 5
------------
LOCAL SERVICES RESALE
---------------------
<PAGE>
Attachment 5
LOCAL SERVICES RESALE
1. Telecommunications Services Provided for Resale
1.1. This Attachment describes several services which PACIFIC shall make
available to CLC for resale pursuant to this Agreement. This list of
services is neither all inclusive nor exclusive. All
Telecommunications Services or offerings of PACIFIC which are to be
offered for resale at wholesale rates pursuant to the Act, regulations
thereunder, and relevant Commission decisions, are subject to the
terms herein, even though they are not specifically enumerated or
described. PACIFIC shall also provide support functions and service
functions, as set forth in Sections 4 and 5 of this Attachment 5. The
Telecommunications Services provided for resale, and the service
functions and support functions provided by PACIFIC to CLC pursuant to
this Agreement are collectively referred to as "Local Service."
1.2. The rights, obligations and duties set forth in this Attachment are
subject to the Act, regulations thereunder and relevant Commission
decisions.
2. General Terms and Conditions for Resale
2.1. Pricing
The prices charged to CLC for resold Local Service are set forth in
Attachment 8 of this Agreement. All Telecommunications Services,
including without limitation, promotions of more than 90 days
duration, shall be available to CLC at wholesale rates as specified in
Attachment 8, and shall be no less favorable than the wholesale rates
made available by PACIFIC to similarly situated CLCs; provided,
however, pursuant to Section 252 of the Act, implementing regulations
and any court decisions applicable thereto, PACIFIC shall make
available to CLC, without unreasonable delay, any Local Service
contained in any agreement to which PACIFIC is a party that has been
filed and approved by the Commission. CLC shall be subject to the same
term commitments, volume commitments, and prohibitions against end
user aggregation to satisfy volume discounts as apply to PACIFIC's
retail customers and the resale discount set forth in Attachment 8
shall be applied to CLC on a customer-by-customer basis. In no event
shall CLC be required to agree to volume or term commitments (other
than those which may be applicable to PACIFIC's end user customers) as
a condition for obtaining Local Service at wholesale rates.
2.2. Resale Restrictions
To the extent consistent with applicable rules and regulations of the
FCC and the Commission, including, without limitation, Decision 96-03-
020 of the Commission, CLC may resell Local Services to provide
Telecommunications Services. PACIFIC will not impose unreasonable or
discriminatory conditions or limitations on the resale of its
Telecommunications Services. Services that PACIFIC has grandfathered
or grandfathers in the future may only be resold to end-user customers
already subscribing to those same services.
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Attachment 5
2.3. Dialing and Service Parity; Number Retention
2.3.1. Unless technically infeasible, for resold service, PACIFIC shall
ensure that all CLC customers experience the same dialing parity as
similarly-situated PACIFIC customers, such that, for all call types:
(i) a CLC customer is not required to dial any greater number of
digits than a similarly-situated PACIFIC customer; (ii) the CLC
customer may retain its local telephone number with no loss of
features and functionalities; and (iii) the post-dial delay (time
elapsed between the last digit dialed and the first network
response), call completion rate and transmission quality experienced
by a CLC customer is at least equal in quality to that experienced
by a similarly-situated PACIFIC customer. This subsection shall
apply to 1+ intraLATA calls on the availability date resulting from
any Commission order authorizing or requiring intraLATA toll dialing
parity in California.
2.3.2. For resold services, PACIFIC shall ensure that all CLC customers
experience the same service levels as similarly situated PACIFIC
customers, and, unless technically infeasible, that there is no loss
of features or functionalities, including, but not limited to: same
dial tone and ringing; same capability for either dial pulse or
touch tone recognition; flat and measured services; speech
recognition as available; same extended local free calling area; 1+
IntraLATA toll calling; InterLATA toll calling and international
calling; 500, 700, 800, 900, 976 and dial around (1OXXX) services;
and restricted collect and third number billing.
2.4. Changes in Retail Service
PACIFIC will notify CLC of any changes in the terms and conditions under
which it offers Telecommunications Services at retail to subscribers who
are not telecommunications service providers or carriers, including, but
not limited to, the introduction of any new or discontinuance of any
features, functions, services, or promotions or the discontinuance of
current features or services, at least sixty (60) days prior to the
effective date of such change; provided, however, that with respect to
terms and conditions contained in a contract between PACIFIC and one of its
end users, PACIFIC shall notify CLC of changes in such terms and conditions
immediately upon signing any amendment to such contract. This notification
does not include products, services, or special offers or promotions not
available for resale.
2.5. Primary Local Exchange Carrier Selection
PACIFIC shall apply the principles set forth in Section 64.1100 of the
FCC Rules (47 C.F.R. Section 64.1100) to the process for end-user
selection of a primary local exchange carrier. PACIFIC shall not require a
written letter of authorization from the customer in order to process a CLC
order for Local Service for the customer; provided, however, that if CLC
requests a customer's service record, the provisions of Section 5.5.1 of
this Attachment shall apply.
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Attachment 5
3. Requirements for Specific Services
3.1. CENTREX Requirements
3.1.1. At CLC's option, CLC may purchase the entire set of CENTREX
features or a subset of any one or any combination of such
features. The CENTREX Service provided for resale will meet the
following requirements:
3.1.1.1. All deployed features and functions of CENTREX Service
offered to any PACIFIC customer, whether offered under
tariff or otherwise, shall be available to CLC, where
deployed, for resale, without any customer class
restrictions other than those which may be imposed by
applicable orders of the FCC or the Commission,
including, without limitation, Commission Decision 96-
03-020.
3.1.1.2. PACIFIC shall provide to CLC a list of all CENTREX
features and functions offered by PACIFIC within ten
(10) days of the Effective Date of this Agreement.
3.1.1.3. All service levels and features of CENTREX Service
provided by PACIFIC for resale by CLC shall be at
parity to those provided to PACIFIC's end user
customers.
3.1.1.4. CLC shall pay a one time, non-recurring charge, as set
forth in Attachment 8 of this Agreement to pay for the
cost of suppressing the need for CLC customers to dial
"9" ("Assumed Dial 9") when placing calls outside the
CENTREX System. CLC recognizes that there are certain
problems with Assumed Dial 9 on Centrex but such
problems would also be experienced by a PACIFIC
Centrex customer using Assumed Dial 9.
3.1.1.5. CLC may utilize Automatic Route Selection ("ARS").
3.2. CLASS and Custom Features Requirements
Where deployed, CLC may purchase the entire set of CLASS and Custom
Calling features and functions, or any one or any combination of such
features, on a customer-specific basis, without restriction on the
minimum or maximum number of lines or features that may be purchased.
PACIFIC shall provide to CLC a list of all such CLASS and Custom
features and functions within ten (10) days of the Effective Date
and shall provide CLC with updates to such list not less than 60 days
before any new features or functions eligible for resale become
available to the general public.
3.3. Exception Account Notification
3.3.1. An end-user customer account may be considered an "Exception
Account," for purposes of this Agreement, when certain
conditions exist (e.g. the LifeLine Service rate is billed,
Deaf and Disabled equipment has been provided, tax exemptions
exist, participation in other programs which provide for
reduced or special rates, or subsidies).
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Attachment 5
3.3.2. PACIFIC shall forward the account information to CLC which
identifies a specific end-user as currently eligible and
participating such in programs, in an electronic format in
accordance with the procedures set forth in this Attachment and
Attachment 11.
3.3.3. CLC will purchase services eligible for resale from PACIFIC,
less the applicable wholesale discount, to provide its own
version of these "Exception Accounts" services.
3.4. Intercept and Transfer Services
Upon request from CLC, PACIFIC will provide an intercept referral
message that includes any new CLC telephone number, for Residential
customers for three (3) months, and Business customers for twelve
(12) months, and PACIFIC will provide directory updates at the next
publication. This intercept referral message shall be approved by CLC
and shall be similar in format to the intercept referral messages
currently provided by PACIFIC for its own end users. Custom messages
or extension in duration of the referral shall be subject to the
charges set forth in Attachment 8.
3.5. E911/911 Services
PACIFIC shall provide to CLC, for CLC customers, E911/911 call routing
to the appropriate Public Safety Answering Point ("PSAP") with a
parity level equal to that provided to PACIFIC's end-user customers.
PACIFIC shall provide and validate CLC customer information to the
PSAP. Upon request, PACIFIC will provide documentation to CLC showing
the correlation between PACIFIC's LSOs/rate centers to their E911
Selective Router tandems. At the price set forth in Attachment 8,
PACIFIC will provide CLC with access to PACIFIC's Master Street
Address Guide (MSAG), in paper form and magnetic tape, for purposes of
allowing CLC to update and validate customer records in the E911
Management System (E911 MS) database used to support E911/911
services. PACIFIC will offer to CLC a diskette version of the MSAG,
when available; availability is expected in the first quarter of 1997.
PACIFIC will use all reasonable efforts to maintain the MSAG database
consistent with correct information in the PREMIS database. Nothing in
this Agreement precludes CLC from establishing and updating its own
ALI/DMS data base.
4. Support Functions for Resold Services:
4.1. The following support functions are offered in conjunction with a
resold service: Operator Services. Operator Services consist of
Directory Assistance and Operator Assistance.
4.2. Routing to Operator Services
Where CLC purchases resold Local Service, at CLC's option, PACIFIC
will provide the functionality and features required to modify the
originating subscriber's line at PACIFIC's local switch (LS) to route
all calls to the CLC Network for Operator Services. Such routing to
CLC's Operator Services shall be available as specified in Attachment
6, Section 4.1.4.4.
4.2.1. Operator Services: Operator Assistance calls which, at CLC's
option, are routed to PACIFIC will meet the following
requirements:
4.2.1.1. The calls will be unbranded, with no reference,
express or implied, to PACIFIC. When PACIFIC
implements the ability to brand operator
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Attachment 5
service, for any CLC, PACIFIC shall make such capability
available to CLC.
4.2.1.2. When PACIFIC implements the capability to quote call time
and charges for any CLC, PACIFIC shall make such
capability available to CLC.
4.2.1.3. PACIFIC will provide Operator Services to CLC which meets
those services to which PACIFIC provides to itself and
its own end-user customers.
4.2.2. Directory Assistance:
4.2.2.1. At CLC's option, PACIFIC shall route local Directory
Assistance calls dialed via 411 by CLC customers directly
to the CLC Network.
4.2.2.2. PACIFIC will include the CLC customer's listing in its
Directory Assistance database as part of the Service
Order process. PACIFIC will honor CLC customer's
preferences for listing status, including nonpublished
and unlisted, as noted on the Service Order Request or
similar form and will ensure that the listing appears as
CLC requested in the PACIFIC database which is used to
perform Directory Assistance functions.
4.3. Operator Assistance:
4.3.1. PACIFIC will provide the full range of Operator Assistance, at the
rates set forth in Attachment 8, including, but not limited to,
collect, person-to-person, station-to-station, bill-to-third party,
busy line verification and busy line interrupt, handicapped caller
assistance, and emergency call assist.
4.3.1.1. At CLC's option, and consistent with the implementation
schedule set forth in Attachment 6, Section 4.1.4.4,
PACIFIC shall route local Operator Assistance calls (O+,
O-) dialed by CLC customers directly to the CLC Local
Operator Assistance platform. Such traffic shall be
routed over trunk groups specified by CLC which connect
PACIFIC end offices and the CLC Local Operator Assistance
platform, using standard Operator Assistance dialing
protocols of O+ or O-.
4.3.1.2. PACIFIC will provide the functionality and features
within its local switch (LS) to route CLC customer dialed
0- and O+ IntraLATA calls to the CLC designated trunk on
the Main Distributing Frame (MDF) or Digital Cross
Connect (DSX) panel via Modified Operator Assistance
Signaling (MOSS) Feature Group C signaling. In all cases,
PACIFIC will provide post-dial delay at least equal to
that provided by PACIFIC for its end user customers.
4.3.1.3. PACIFIC will warm-line transfer any CLC customer
requesting rate information to CLC, as follows:
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Attachment 5
4.3.1.3.1. Warm-line transfers without charge: PACIFIC will warm-
line transfer any CLC customer requesting intraLATA
rate information (except calling plan information), at
no charge to CLC.
4.3.1.3.2. Warm-line transfers at tariffed rate: PACIFIC will
warm-line transfer any CLC customer requesting
interLATA, interstate or international rate
information, as well as intraLATA calling plan
information, and charge CLC the tariffed rate for
carrier-to-carrier warm-line transfers.
4.3.2. Repair Calls:
Either Party shall refer repair calls dialed by the other Party's
end-user customer to the repair number supplied by the appropriate
Party. As soon as reasonably practical and when PACIFIC implements
the ability to route 611 repair calls directly to any CLC's repair
services platform, PACIFIC will make such capability available to
CLC. To promote expeditious development of this capability, the
Parties will meet and confer, upon CLC's request, in an effort to
develop a solution which can be implemented by a mutually agreed-
upon date. In the event the Parties are unable to agree within
sixty (60) days of the first meeting, the Parties shall submit any
dispute to Alternative Dispute Resolution as set forth in
Attachment 3. In the interim, commencing as soon as reasonably
practicable but within sixty (60) days after the effective date of
this Agreement, PACIFIC shall not brand its greeting in PACIFIC's
Repair Services Automated Voice Response Unit and shall not include
a PACIFIC branded statement at any time during the call when a CLC
telephone number is entered. Until PACIFIC implements the
capability to route 611 repair calls to any CLC's repair services
platform, should CLC implement 611 routing for its own repair
service, then CLC is obligated to unbrand any Automated Voice
Response Unit used in providing its repair service accessed by
dialing 611 when called by a PACIFIC customer, or, if CLC cannot
unbrand such calls, PACIFIC is relieved of its obligation to
unbrand PACIFIC's repair service as set out in this Section.
4.3.3. Non-discriminatory Treatment:
All direct routing capabilities described herein shall permit CLC
customers to dial the same telephone numbers for CLC Directory
Assistance or Local Operator that similarly-situated PACIFIC
customers dial for reaching equivalent PACIFIC services. Such non-
discriminatory dialing to reach CLC's Directory Assistance or Local
Operator shall be available consistent with the implementation
schedule in Attachment 6, Section 4.1.4.4.
4.3.4. Emergency Calls:
PACIFIC, no later than ten (10) business days after the Effective
Date, shall provide to CLC the emergency public agency (e.g.,
police, fire, ambulance) telephone numbers linked to each NPA-NXX.
Such data will be transmitted via the Electronic Interface
described in Attachment 11, or by an interim means agreed by the
parties. PACIFIC will electronically transmit to CLC, in a timely
manner, all changes, alterations, modifications and updates to such
data. PACIFIC shall accurately transmit information provided to
PACIFIC by the emergency public agency, but assumes no liability
for the accuracy of such information.
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Attachment 5
4.4. Busy Line Verification and Emergency Line Interrupt
PACIFIC will offer Operator-to-Operator BLV/BLVI to CLC on a non-
discriminatory basis, in accordance with LERG instructions. PACIFIC
requires that a reciprocal BLV/BLVI network be established between
PACIFIC and CLC's operator service provider.
4.5. Access to the Line Information Database
PACIFIC shall update and maintain CLC customer information in the
Line Information Database ("LIDB") in the same manner and on the same
schedule that it maintains information in LIDB for PACIFIC customers.
4.6. Telephone Line Number Calling Cards
Effective as of the date of an end-user's subscription to CLC
Service, PACIFIC will remove any PACIFIC-assigned telephone line
calling card number (including area code) ("TLN") from the LIDB.
4.7. Call Blocking
Upon CLC's request, PACIFIC will provide blocking on a line by line
basis of a CLC customer's access to any or all of the following call
types: 900, 976, bill to third and collect, and such other call types
for which PACIFIC provides blocking to similarly situated customers.
4.8. Pay Phone Services
4.8.1. "Pay Phone Service" is defined by Section 276 of the Act and
any FCC and Commission regulations adopted thereto. These
services may include the provision of service from public pay
telephones, the provision of inmate telephone service in
correctional institutions, and the provision of any ancillary
services within the meaning of Section 276 of the Act.
4.8.2. Pay phone lines are defined as the loop from the pay phone
set point of demarcation to the Serving Wire Center. Pay
phone lines are attached to coinless and coin pay phone sets
(e.g. PACIFIC's COPT service).
4.8.3. PACIFIC will provide CLC all retail telecommunications
functions and features provided by PACIFIC through pay phone
lines, in the same form, made available by PACIFIC to
customers for its pay phone lines customers (e.g. COPT
providers).
4.8.4. Each Party will comply with Section 276 of the Act and FCC
regulations adopted thereunder in connection with selection
of carriers for intraLATA, interLATA and international
telephone services from pay phone sets.
6. Service Functions
-----------------
5.1. Electronic Interface
5.1.1. PACIFIC shall provide an interim electronic interface known
as Network Data Mover ("NDM") for transferring and receiving
all Service Orders and related information such as Firm Order
Confirmations (FOC), Jeopardies, Rejects,
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Attachment 5
Simple and Complex Completions. The NDM shall be administered
through a gateway that will serve as a single point of contact for
the transmission of data from CLC to PACIFIC, and from PACIFIC to
CLC. The requirements and implementation of such a data transfer
system are/will be set forth in Attachment 11 and are incorporated
by this reference as though fully set forth herein.
5.1.2. For the long term, PACIFIC and CLC agree to adopt an Electronic
Interface ("EI") standard to transmit and receive Pre-Order, Order
and Provisioning data in a "real time" environment. Both companies
agree that this solution is in their mutual best interest and will
negotiate in good faith for the earliest possible deployment of an
EI standard, as set forth in Attachment 11. In the event the
parties are unable to reach agreement on implementation of an EI
standard, any unresolved issues will be resolved pursuant to the
Alternative Dispute Resolution procedures in Attachment 3 to this
Agreement.
5.2. Work Order Processes
5.2.1. PACIFIC shall ensure that all work order processes used to
provision Local Service to CLC for resale meet the service parity
requirements set forth in this Agreement or its Attachments
5.2.2. Additional Service Ordering, Provisioning, Maintenance, Billing and
Customer Usage Data requirements and procedures are set forth in
Attachments 11, 12, 13 and 14.
5.3. Point of Contact for CLC Customers
5.3.1. Except as otherwise provided in this Agreement, CLC shall be the
single and sole point of contact for all CLC customers.
5.3.2. Each Party shall refer all questions regarding the other Party's
service or product directly to the other Party at a telephone
number specified by the other Party.
5.3.3. Each Party shall ensure that all their representatives who receive
inquiries regarding the other Party's services: (i) provide such
numbers to callers who inquire about the other Party's services or
products; and (ii) do not in any way disparage or discriminate
against the other Party, or its products or services. Each Party's
policy shall be not to use these misdirected calls as opportunities
to solicit the move from one company to another.
5.4. Single Point of Contact
5.4.1. Each party shall provide the other party with a single point of
contact ("SPOC") for all inquiries regarding the implementation of
this Attachment. Each Party shall accept all inquiries from the
other Party and provide timely responses.
5.5. Pre-Service Order Information
To facilitate the ordering of new service for resale or changes to such
service to a CLC customer ("Service Order"), PACIFIC shall provide,
consistent with the implementation schedule set forth in Section 5.1.1.,
CLC's representatives with gateway access to PACIFIC's PREMIS and APTOS
information. This will allow CLC to perform functions
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Attachment 5
such as, but not limited to, Telephone Number Assignment, an LSO to address
correlation, service and feature availability by Switch type and other such
functions which are deemed necessary to provide the customer with a common
experience when dealing with CLC. Through PREMIS, APTOS, NDM or using
other methods, PACIFIC shall comply with CLC requests to:
5.5.1. Obtain customer information, including customer name, billing and
residence address, billing telephone number(s), current
participation in Voluntary Federal Customer Financial Assistance
Program, Telephone Relay, and other similar services, and
identification of PACIFIC features and services subscribed to by
customer; for residence customers, CLC will provide PACIFIC with
written approval from the customer prior to seeking such
information and for business customers, CLC will provide PACIFIC
with a written statement indicating that it has the customers
approval (verbal or written) to receive such information
5.5.2. Obtain information on all features and telecommunication services
available for resale, including new services, trial offers and
promotions, and inter/intraLATA PIC availability, outlined at the
end-office level. IntraLATA PIC availability will become available
concurrent with intraLATA presubscription implementation.
5.5.3. Enter the CLC customer order for all desired features and services;
5.5.4. Assign a telephone number (if the CLC customer does not have one
assigned);
5.5.5. Identify the appropriate primary directory for each end-user
location;
5.5.6. For single-line residential service, determine if a service call is
needed to install the line or service;
5.5.7. Identify "next available due date" for service installation;
5.5.8. Provide service availability dates;
5.5.9. Order local, intraLATA toll service, and enter CLC customer's
choice of primary interexchange carrier on a single, unified order;
and
5.5.10. Suspend or terminate service to a CLC customer for non-payment and
restore service, as appropriate, at parity with PACIFIC's ability
to suspend or terminate service.
5.5.11. Obtain street address information for address verification and
street-address-to-wire-center correlation.
5.6. Provisioning
After receipt and acceptance of a Service Order, PACIFIC shall provision
such Service Order in accordance with the Intervals and performance
standards set forth in Attachment 17 and as set forth below:
5.6.1. PACIFIC shall provide CLC with service status notices, within
mutually agreed-upon intervals. Such status notices shall include
the following:
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Attachment 5
5.6.1.1. Firm order confirmation, including service availability
date, and the need for a service dispatch;
5.6.1.2. Order completion notification within 24 hours of
installation which details the work performed, date
completed and any additional information, such as
material charges;
5.6.1.3. Rejections/errors in Service Orders;
5.6.1.4. Jeopardies and missed appointments;
5.6.1.5. Charges associated with necessary construction;
5.6.1.6. Except for basic exchange service, order status at
critical intervals;
5.6.1.7. Except for basic exchange service, test results, where
available, will be provided in a form mutually
agreeable.
5.6.2. Where PACIFIC provides installation, PACIFIC shall advise a CLC
customer to notify CLC immediately if the CLC customer requests a
service change at the time of installation.
5.6.3. PACIFIC shall provide provisioning support to CLC at parity with
the normal business hours it supports its own retail unit.
5.6.4. PACIFIC shall provide training for all PACIFIC employees who may
communicate, either by telephone or face-to-face, with CLC
customers, during the provisioning process. Such training shall
instruct the PACIFIC employees not to disparage or discriminate
against CLC, its products or services, and shall comply with the
branding requirements of this Agreement.
5.6.5. At CLC's option, CLC may designate directory listings (Directory
Assistance listing and Telephone Directory listing) for existing
customers be migrated 'as is,' with no additional information
required.
5.7. Maintenance
Maintenance shall be provided in accordance with the requirements and
standards set forth in Attachment 12. Maintenance will be provided by
PACIFIC in accordance with the service parity requirements set forth in
this Attachment.
5.8. Provision of Customer Usage Data
PACIFIC shall provide the Customer Usage Data recorded by PACIFIC. Such
data shall include CLC Cg5 customer Usage Data for Local Service, including
both local and intraLATA toll service, all in accordance with the terms and
conditions set forth in Attachment 14.
5.9. Service/Operation Readiness Testing
In addition to testing described elsewhere in this Section, PACIFIC shall
test the systems used to perform the following functions sixty (60) days
prior to commencement of
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Attachment 5
PACIFIC's provision of Local Service to CLC, in order to establish system
readiness capabilities:
5.9.1.1. All interfaces between CLC and PACIFIC work centers
for Service Order, Provisioning,
5.9.1.2. Maintenance, Billing and Customer Usage Data;
5.9.1.3. The process for PACIFIC to provide customer service
records;
5.9.1.4. The installation scheduling process;
5.9.1.5. Telephone number assignment;
5.9.1.6. Procedures for communications and coordination
between CLC SPOC and PACIFIC's Interconnection
Service Center (ISC);
5.9.1.7. Procedures for transmission of Customer Usage Data;
and
5.9.1.8. Procedures for transmitting bills to CLC for Local
Service.
5.9.2. The functionalities identified above shall be tested in order
to determine whether PACIFIC performance meets the applicable
service parity requirements and other performance standards set
forth herein. PACIFIC and CLC shall make available sufficient
technical staff to perform such testing. PACIFIC and CLC
technical staffs shall be available to meet as necessary to
facilitate testing. PACIFIC and CLC shall mutually agree on the
schedule for such testing.
5.9.3. At either Party's request, each Party shall provide to the
other Party any results of the testing performed pursuant to
the terms of this Attachment. Either Party may review such
results and shall notify the other Party of any failures to
meet the requirements of this Agreement.
5.9.4. During the term of this Agreement, PACIFIC shall participate in
cooperative testing requested by CLC whenever it is deemed
necessary by CLC to ensure service performance, reliability and
customer serviceability.
5.10. Billing For Local Service
5.10.1. PACIFIC shall bill CLC for Local Service provided by PACIFIC to
CLC pursuant to the terms of this Attachment, and in accordance
with the terms and conditions for Connectivity Billing and
Recording in Attachment 13.
5.10.2. PACIFIC shall recognize CLC as the customer of record for all
Local Service and will send all notices, bills and other
pertinent information directly to CLC unless CLC specifically
requests otherwise.
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ATTACHMENT 6
------------
UNBUNDLED NETWORK ELEMENTS
--------------------------
<PAGE>
Attachment 6
SPECIFICATIONS, SERVICE DESCRIPTIONS,
-------------------------------------
AND IMPLEMENTATION SCHEDULE
---------------------------
FOR UNBUNDLED NETWORK ELEMENTS
------------------------------
1. General: Unbundled Network Elements
1.1. Access to unbundled elements shall be specified herein and not
presumed. The unbundled Network Elements offered under this Agreement
shall be clearly specified in this Agreement or the attachments
hereto. In no event will it be presumed that access to an unbundled
Network Element is offered unless so specified. The methods of access
to unbundled Network Elements described in this Attachment are not
exclusive. PACIFIC will make available any other form of access
requested by CLC that is consistent with the Act and the regulations
thereunder. Requests for unbundled Network Elements not specified in
this Attachment shall be processed according to the process described
in Section 1.6 below.
1.2. Consistent with the terms and conditions in this Attachment and the
Act and regulations thereunder, PACIFIC shall offer each Network
Element individually and in combination with any other Network Element
or Network Elements in order to permit CLC to combine such Network
Element or Network Elements with another Network Element or other
Network Elements obtained from PACIFIC or with network components
provided by itself or by third parties to provide telecommunications
services to its customers. Unbundled Network Elements will be made
available, upon CLC request, on the same date, subject to ordering
interval requirements, that they are made available to another CLC or
upon the date mutually agreed to by the Parties. Development cost
recovery terms applicable to other CLCs that have purchased the
unbundled Network Element will also apply to CLC. Upon request,
PACIFIC will provide its current implementation schedule to CLC.
1.3. Consistent with the terms and conditions in this Attachment and the
Act and regulations thereunder, PACIFIC will permit CLC to
interconnect CLC's facilities or facilities provided by CLC or by
third parties with each of PACIFIC's unbundled Network Elements at any
point designated by CLC that is technically feasible.
1.4. CLC may use one or more Network Elements or unbundled Network Element
Combinations, to provide any telecommunications service. The initial
set of unbundled Network Element Combinations that the Parties agree
shall be available to CLC is specified in Appendix A of this
Attachment. The availability of any combination is contingent on a
written request for the combination and CLC's commitment to pay its
proportionate share to develop the combination. Nothing in this
Attachment obligates CLC to pay any development costs for combinations
it does not request. If CLC requests a combination not specified in
this Attachment and for which the Parties have not agreed on methods
and procedures for pre-ordering, ordering, provisioning, maintenance,
billing and pricing, the Parties will meet and confer pursuant to
Section 1.6, below, to establish the processes necessary to provide
the Combination. In the event the Parties cannot agree on technical
feasibility or any of the matters specified in the foregoing sentence,
the Parties will follow the dispute resolution process set forth in
Attachment 3 to the Agreement.
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Attachment 6
1.5. For each Network Element, PACIFIC shall specify a demarcation point
and, if necessary, access to such demarcation point, which is mutually
agreed to by the Parties. However, where PACIFIC provides contiguous
Network Elements to CLC, PACIFIC may provide the existing
interconnections and no demarcation point shall exist between such
contiguous Network Elements.
1.6. This Attachment 6, together with Attachments 5, 11, 12, 13 and 14
which collectively describe the Operating Support System Network
Element, lists the Network Elements that CLC and PACIFIC have
identified as of the Effective Date of this Agreement. CLC and PACIFIC
agree that the Network Elements identified in this Agreement are not
exclusive. The process of requesting an unbundled Network Element, an
unbundled Network Element combination, or access to an unbundled
Network Element not identified herein shall be as follows:
1.6.1. Either Party may identify an unbundled Network Element that is
not currently available in PACIFIC's network, by providing
written notice to the other Party, which notice shall include
a description of the Network Element adequate to determine
technical feasibility and development requirements.
1.6.2. The Parties agree to immediately work together to determine
(a) the technical feasibility of the request and (b) the
requirements to develop the request, and the anticipated cost
of developing the quote. If the Network Element is identified
by CLC, PACIFIC shall be allowed a commercially reasonable
period of time to evaluate the technical feasibility of the
request and the requirements to develop the requested Network
Element. Notwithstanding the foregoing, if the Parties cannot
agree within forty-five (45) days (or such other period of
time as may be mutually agreeable), whether the Network
Element is technically feasible, or on the requirements
necessary to develop the Network Element, the Parties shall
use the alternative dispute resolution process set forth in
Attachment 3 to this Agreement.
1.6.3. The costs of developing the unbundled Network Element, which
includes, but is not limited to, the cost of developing the
quote, shall be recovered from any entity which utilizes the
Network Element so identified, including PACIFIC and its
affiliates. In addition, CLC shall pay its share of PACIFIC's
costs of developing any Network Element, not identified in
this Agreement (including, but not limited to, the cost of
developing the quote) if CLC requests development of the
Network Element but subsequently determines not to purchase
the Element. In all cases, CLC and PACIFIC shall meet and
confer on the amount of such costs, each Party's respective
share of such costs, and the method of recovery. In the event
the Parties cannot agree on the amount and method of recovery,
the Parties shall track their respective development costs and
will use the alternative dispute resolution process set forth
in Attachment 3 to this Agreement. Any determination made in
alternative dispute resolution shall be subject to
modification by a subsequent decision of the Commission. In no
event shall either Party allow the pendancy of a dispute
concerning development costs to delay analysis or
implementation of the Network Element.
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Attachment 6
1.7. Development costs are those one-time costs incurred to design, create
and test a new unbundled Network Element or new unbundled Network
Element Combinations, or new form of access to an unbundled Network
Element.
1.8. Implementation costs are those costs incurred for the development of
the capability to order, bill, provision and maintain the unbundled
Network Element or unbundled Network Element Combination. PACIFIC's
recovery of its implementation costs, if any, will be specified in
Attachment 8.
1.9. Unless specified otherwise in this Attachment, PACIFIC will make the
unbundled elements identified in this Agreement, and all Combinations
specified herein used by PACIFIC in its network, available on the
Effective Date of this Agreement.
1.10. The charge(s) for unbundled Network Elements requested pursuant to
Section 1.6 above shall be specified by amendment to Attachment 8.
2. Network Interface Device (NID)
2.1. General Description and Specifications of the Unbundled Element
2.1.1. Description: NID is PACIFIC's terminal that is used to
connect the end user customer's inside wire with the
telephone network. In addition, the NID is the final
termination point, or DEMARC (demarcation point) in the loop
network where an end user customer connects its inside wire
to a telephone company's loop network. Connection to
PACIFIC's NID will permit CLC to obtain direct access to the
end user customer's inside wire by attaching its connecting
facility directly to the same screws or lugs being used by
PACIFIC to serve the customer.
2.1.2. Types of NID: Under this Agreement, PACIFIC shall offer
access to two general types of NIDs:
2.1.2.1. Simple NID, which is a standard network interface
(SNI) the use of which permits the end user's
customer wiring to be isolated from PACIFIC's
network.
2.1.2.2. Complex NID, which is a building terminal where end
user customer wiring terminates on PACIFIC's
network.
2.2. Form of Access
2.2.1. Form of Access Applicable to All NIDs: In all cases (simple
and complex), access to PACIFIC's NID will only be available
through a separate NID provided by CLC, and a separate
connecting facility running either between the two NIDs, or,
where a connector block is available, between CLC's NID and
the connector block where the end user customer's inside wire
is attached. Unless otherwise agreed in writing, CLC shall be
responsible for providing its own NID and its own connecting
facility. In addition, CLC shall be responsible for obtaining
all approvals necessary to place its NID and the connecting
facility on the owners premise. Nothing in this Attachment
precludes the end-user
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Attachment 6
customer from re-terminating its inside wire to the CLC-
provided NID thus eliminating the need for NID-to-NID cross-
connects. In addition, should CLC purchase a combination of
PACIFIC's NID and PACIFIC's Links, a separate CLC NID will not
be required.
2.2.2. Ordering: CLC shall order access to PACIFIC's unbundled NID by
placing an order, requesting access to the unbundled NID with
PACIFIC's Local Interconnection Service Center (LISC).
2.2.3. When orders for simple unbundled NIDs are received by PACIFIC,
PACIFIC shall make available to CLC information, where
available, indicating the type of NID currently employed
e.g., SNI, MPOE with binding post identification, MPOE with
color code identification, or neither). When orders for
complex unbundled NIDs are received by PACIFIC, PACIFIC shall
make available to CLC information indicating the type of NID
currently employed (e.g., SNI, MPOE with Binding post
identification, MPOE with color code identification, or
neither).
2.3. General Terms and Conditions
2.3.1. When CLC purchases a combination of a PACIFIC NID and a
PACIFIC Link, Section 2.3.2-2.3.7, 2.3.1.0 and 2.4 will not
be applied.
2.3.2. Dispatch Provision of access to unbundled NIDs will normally
not involve dispatch or field work by PACIFIC. If the Parties
agree that dispatch is required to perform work on CLC's
behalf (e.g., to clear or make available spare binding posts
in the PACIFIC NID or to secure PACIFIC's facilities at the
premises), then PACIFIC will dispatch a service technician to
complete all necessary work at the customer's premise to
protect PACIFIC's facilities. Dispatch charges as set forth in
Attachment 8, shall apply with each such order. PACIFIC will
not apply dispatch charges when it is necessary to perform
activities to repair connector blocks or binding posts that
are inoperable.
2.3.3. Protection of Facilities: In no case shall either Party
connect to the NID or tie down its connecting facility
directly over the other Party's facility without prior
approval of the other Party and without conditioning having
been performed to isolate each Party's network. Furthermore,
in no instance shall either Party attach its connecting
facility in any manner so as to cause voltage or its own dial
tone to occur on the other Party's network.
2.3.4. Coordination: Unless requested by CLC, no coordination is
provided. If CLC requests coordination, charges will be
applied as specified in Attachment 8. In addition, unless
otherwise agreed by CLC and PACIFIC, neither Party shall
access the network side of the other Party's NID unless the
owning Party's service technician is present, or unless the
owning Party has already made the necessary modifications to
isolate its network.
2.3.5. SNI Conversion: In all residential or small business locations
where a protector is used to connect to the end user customers
inside wire
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Attachment 6
instead of a SNI, at CLC's option, either the protector will
be replaced and a SNI installed or CLC will install its own
SNI and connect the customer's inside wire to the new SNI. If
CLC requests PACIFIC to install a new SNI, PACIFIC and CLC
agree that the placement of a SNI will benefit each Party, and
therefore the cost of installing the new SNI will be shared
equally by PACIFIC and CLC. The charges for new SNI
installation are specified in Attachment 8.
2.3.6. Connector Blocks: When connecting to a connector block, CLC
and PACIFIC will ensure that PACIFIC's jumpers will be
completely disconnected and not left hanging free so as to
cause potential interference with other facilities of CLC,
PACIFIC, or the end user customer.
2.3.7. Drops: Either Party shall be permitted to secure its drop
facility to its SNI by grounding same in an appropriate
manner. Upon disconnection of service to the end user
customer, either Party may leave its drop in place until
another LEC or CLC needs access to the NID to provide service
to the customer.
2.3.8. Gaining Access to the NID: The Parties each acknowledge and
agree that a special tool is necessary for access to PACIFIC's
side of the SNI. Neither Party shall attempt to access any
type of NID without the proper tool, and any Party accessing
the SNI, protector, connector block, or any other form of NID,
shall exercise reasonable care and sound technician practices
so as to avoid damage to the NID.
2.3.9. Tagging End User Customer Facilities: Upon request, PACIFIC
will dispatch a technician to tag the end user customer's
inside wire facilities on the customer's side of the NID. In
such cases, a dispatch charge shall apply, as specified in
Attachment 8.
2.3.10. Special Construction Charges: In the event any Special
Construction is required to implement this unbundled element
at any given location, Special Construction charges, as
defined in Attachment 1 and set forth in Attachment 8 may
apply.
2.4. Rates for the NID are specified in Attachment 8.
2.5. Implementation Schedule: PACIFIC will make unbundled NIDs available
no later than the date PACIFIC makes unbundled NIDs available to
another CLC or upon a date thereafter mutually agreed by the Parties.
3. Loops
3.1. General Terms and Conditions
3.1.1. The terms "Loops" and" Links" are synonymous.
3.1.2. Use and Suitability of Loop Service: Unbundled loops may not
be used to provide any service that would degrade or
otherwise adversely affect
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Attachment 6
PACIFIC's network services, e.g., introduce harmful voltages or
electrical currents in excess of standards used in common industry
practice.
3.1.3. Assigned Telephone Number: CLC, when not using PACIFIC's switching
capabilities, is responsible for assigning any telephone numbers
necessary to provide its end users with Exchange Service.
3.2. Types of Loops/Links
3.2.1. 2-Wire or 4-wire Analog Basic Link: This PACIFIC unbundled Network
Element is Plain Old Telephone (POTS) grade two-wire or 4-wire
circuit or equivalent voice frequency channel that supports analog
transmission of 300-3000 Hertz (Hz) with loss no greater than 8.0
db measured at 1004 Hz with 900 ohms at the central office POI and
600 ohms at the MPOE. In addition, coin supervision and ground
start signaling options are supported.
3.2.2. 2-Wire or 4-wire Analog (Assured) Link: The PACIFIC unbundled
Network Element (2-wire or 4 wire) is a voice frequency channel
that supports analog transmission of 300-3000 Hertz ("Hz") with
loss no greater than 5.5db measured at 1004 Hz with 900 ohms at the
central office POI and 600 ohms at the MPOE.
3.2.3. 2-Wire Digital (ISDN/xDSL Capable) Link: This PACIFIC unbundled
Network Element (2-wire) is an ISDN capable Link, which is an
upgrade to the Basic Link for the transmission of digital services
having no greater loss than 38db end-to-end, measured at 40,000 HZ
with 135 ohms at the central office POI and 135 ohms at the MPOE;
without loop repeaters, midspan repeaters may be required. This
Link will not have any load coils or bridge taps within limits
defined by the specification applicable to the ISDN/xDSL Links. In
addition, the ISDN Capable Link, without midspan repeaters, will be
used for Link requests to support xDSL type transmission rates.
3.2.4. 4-Wire Digital (1.544 mbps Capable) Link: This PACIFIC unbundled
Network Element (4-wire) is a 1.544 mbps capable Link which is an
upgrade to the Basic Link. It will be conditioned with or without
digital repeaters.
3.2.5. 2-Wire Copper DC Alarm Circuit Capable Link: This offering (2-wire
continuous copper loop from DF to MPOE, where facilities are
available) is a physical link which can be used to support alarm-
type Direct Current (DC) service offerings having no greater loss
than 7.0 db measured at 1004 Hz with 600 ohms at the central office
POI and 600 ohms at the MPOE, allowing for an additional 1.0 db
loss for any equipment placed by CLC at the MPOE. This Link may
have load coils and bridge taps will be within limits. This 2-wire
copper Link will work with most DC alarm circuits.
3.2.6. Wire SDS-56 Digital Connectivity Capable Link: This offering (2
wire continuous copper loop from DF to MPOE, where facilities are
available) is a physical link which can be used when digital
connectivity is required
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Attachment 6
to the customer's premise having no greater loss than 31 db
end-to-end, measured at 80,000 HZ with 135 ohms at the
central office POI and 135 ohms at the MPOE. This link will
not have any load coils and bridge taps will be within
limits.
3.3. Form of Access: Interconnection to loops will be at the central
office POI. Access to unbundled loops may occur in the following
manner:
3.3.1. By purchasing an EISCC to CLC's collocated equipment in the
same PACIFIC Central Office, or
3.3.2. By purchasing PACIFIC's unbundled transport service at rates
as specified in Attachment 8.
3.3.3. Combining Links and PACIFIC's LSNE. In addition to the
connections described above, CLC may combine PACIFIC's Links
with PACIFIC's LSNE.
3.3.4. Combining NID, Links and PACIFIC's LSNE. In addition to the
connections described above, CLC may combine PACIFIC's NID,
Links and LSNE.
3.4. Forecasts
For the first six months after CLC's first order for a Link, CLC
shall provide to PACIFIC forecasts of the number of Links at a LATA
level. Thereafter, CLC shall make a good faith effort to provide such
forecasts to PACIFIC at a wire center level. This includes associated
additional line ("ADL") requirements when PACIFIC's primary
residential POTS service is not to be disconnected in the
establishment of Link Service. CLC shall provide such forecasts to
PACIFIC on a semi-annual basis.
3.5. Implementation Schedule
3.5.1. 2-Wire Basic and 2-Wire Assured Link Service will be
available on an unbundled basis on the Effective Date from
all PACIFIC Wire Centers on a first-come, first-served basis,
applicable to all carriers, including PACIFIC, and subject to
the availability of PACIFIC's facilities and facilities at
the MPOE at the premise of the CLC end user customer.
However, certain of PACIFIC's geographical areas are
currently served solely via integrated digital loop carrier
("IDLC"). In such areas PACIFIC will make alternate
arrangements equal in quality to those used by PACIFIC, to
permit CLC to order a contiguous unbundled loop at no
additional cost to CLC. At PACIFIC's option, these
arrangements may include, but are not limited to, the
following: (i) provide CLC with copper facilities, or (ii)
universal digital loop carrier facilities that are acceptable
to CLC, or (iii) convert IDLCs to non-integrated systems,
3.5.2. Combination of PACIFIC's NID and its 2-Wire Basic/2-Wire
Assured Link Service will be available on the Effective Date.
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Attachment 6
3.5.3. Implementation of other Link products: 2-Wire Digital
(ISDN/xDSL Capable) Links, 4-Wire Digital (1.544 mbps
Capable) Links, 4-Wire Analog Basic Links, 4-Wire Analog
Assured Links and 2-Wire Copper Links will be available on
the date PACIFIC makes such unbundled Links available to
another CLC or upon a date thereafter mutually agreed by the
Parties; prior to this date, these facilities will be
installed on a case-by-case basis pursuant to the mutual
agreement of the Parties, provided the provisioning intervals
in Attachments 11 and 17 will not apply to these facilities
until the Parties agree on pre-ordering, ordering,
provisioning and maintenance for these facilities.
3.5.4. Implementation of Links combined with Local Switching Network
Element (LSNE) (Options A, B and C): Links may be combined
with LSNE simultaneously with the availability of the
particular LSNE Option pursuant to the LSNE implementation
schedule specified in this Attachment.
3.6. Rates for Loops are specified in Attachment 8. There will be no
separate charge for NID when CLC purchases an unbundled loop.
4. Unbundled Switching
4.1. Unbundled Local Switching Network Element (LSNE): PACIFIC shall make
available unbundled switching capacity, including dial tone, digit
reception, access to signaling, deployed AIN supporting capabilities,
and vertical features, with routing to interoffice trunks and
interoffice transport provided by PACIFIC or to designated trunk
groups specified and purchased by CLC. PACIFIC designates this
service "Local Switching Network Element" (LSNE). In purchasing LSNE,
CLC must obtain a line side port (including a telephone number and,
at CLC's option, a directory listing) for access to the switching
functions and vertical features provided by the switch, and some
designation of trunking for completion of calls, with the exception
of intra-switch calls. All intra-switch calls are completed using
PACIFIC's switch and no trunk designation is made for completion of
such calls.
4.1.1. Types of charges
4.1.1.1. Line Port charges are as set forth in Attachment 8.
4.1.1.2. Nothing in this Section 4 means that the vertical
features are included or excluded from the prices
for switching. The issue of the appropriate charges
for vertical features, if any, shall be as
specified in Attachment 8.
4.1.1.3. Any applicable directory assistance or operator
assistance charges are as set forth in Attachment
8.
4.1.1.4. Usage sensitive (per minute of use) local switching
charges are as set forth in Attachment 8 and
Attachment 18. Usage will be recorded in one second
increments. Usage seconds will be totaled for the
entire monthly bill and then rounded to the next
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Attachment 6
whole minute. Usage sensitive local switching
charges will be on a per minute of use basis and
applied to all originating and terminating traffic,
including, but not limited to local, toll, E911
calls, calls to time and weather announcements,
etc. PACIFIC will (where feasible) measure and
charge for all non-conversation time (e.g.,
ringing, calls to busy lines, intercept). Where
non-conversation time cannot be measured the
Parties will mutually agree on the appropriate
measure and charge. Where measurement of
terminating minutes to the LSNE is not possible,
the number of minutes billed for terminating usage
will be equal to the number of originating minutes.
The Parties will mutually agree on a method and
procedure to periodically sample and validate or
adjust the ratio of originating to terminating
minutes for billing purposes. At CLC's request, an
initial review will be concluded within six (6)
months of the initial in-service date for CLC's
LSNEs.
4.1.1.5. Charges for completion of interconnection traffic
(local and toll) shall be determined pursuant to
Attachment 18 at the rates set forth in Attachment
8.
4.1.2. Form of Line Port Access: Access to unbundled Local
Switching, as specified in Section 4.1.3 may occur in the
following manner:
4.1.2.1. LSNE Access, Cross-Connection Through Collocation:
From CLC's collocation space, CLC may purchase an
EISCC cross-connection to PACIFIC's line side Port
to obtain access to LSNE.
4.1.2.2. Combining Links and LSNE: CLC may combine Links and
PACIFIC's LSNE. Under this scenario, CLC shall not
be required to purchase a cross connection facility
from PACIFIC's central office distribution frame to
the line side port of the switch.
4.1.2.3. Combining Links, LSNE and Transport: CLC may
combine Links (with or without a NID), the LSNE,
and transport facilities, which can be dedicated,
shared or common transport from PACIFIC. Under this
scenario, CLC shall not be required to purchase any
cross-connection facility from PACIFIC.
4.1.3. Types of LSNE: PACIFIC will provide LSNE to CLC using routing
options A, B, and C, as described below in sections 4.1.3.1.
through 4.1.3.3. LSNEs will be provided with any available
end user-level routing functions in a particular switch. In
addition, PACIFIC will provide the switch-level routing
options described below. In a particular PACIFIC switch,
PACIFIC's current design for LSNE will permit CLC to select
one of the three options for all of its originating traffic
using LSNE in that switch.
4.1.3.1. Option A: PACIFIC-Provided Interoffice Transport
and PACIFIC-Provided Operator and Directory
Assistance Services: In this configuration, CLC
purchases a line Port and receives a telephone
number and directory listing, switching capacity,
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Attachment 6
switch features including deployed AIN supporting
capabilities and completion to PACIFIC's
interoffice trunks for all multiple-switch Local
Calls, calls to operator and directory assistance
services, E911, intraLATA toll calls and Switched
Access calls. In this configuration, intra-switch
calls are also provided through PACIFIC's switch.
PACIFIC will be solely responsible for design and
engineering of the trunks under this option. In
addition, PACIFIC will provide all O-, operator and
directory assistance services under this option.
PACIFIC's switching capacity will be programmed to
allow routing to and from CLC's line ports,
including operator and directory assistance calls,
to PACIFIC's network.
4.1.3.1.1. Rates: The charges set forth in
Section 4.1.1 shall apply.
4.1.3.2. Option B: PACIFIC-Provided Interoffice Transport
with Customized Routing-Simple and with Operator
and/or Directory Assistance (DA) Services Unbundled
from PACIFIC's Line Port Switching Capacity: In
this configuration, CLC purchases a Line Port and
receives a telephone number and a directory
listing, switching capacity, switch features
(including deployed AIN supporting capabilities)
and completion to PACIFIC's interoffice trunks for
all multiple-switch Local Calls, E911 calls,
intraLATA toll and Switched Access calls. In this
configuration, intra-switch calls are also provided
through PACIFIC's switch. With the exception of
trunks for operator and/or directory assistance
services, or both, PACIFIC will be solely
responsible for design and engineering of its
interoffice trunks. CLC will be required to order
separate trunks for operator services provided by
itself or a third party identified by CLC to
provide such services. Transport facilities may be
purchased from PACIFIC, or connected to CLC's
facilities through a collocation cage by obtaining
a cross connection from PACIFIC. CLC will be
responsible for design and engineering of the
operator and/or directory assistance trunks under
this option, and shall also be responsible for
designating the transport facilities it desires, if
any, from PACIFIC and the points where these
facilities shall terminate. In addition, CLC shall
be responsible for providing all operator and/or
directory assistance services. PACIFIC's switching
capacity will be programmed on a per-switch basis
to route all LSNE-originated calls to PACIFIC's
shared network, except operator and/or directory
assistance calls will be routed to the trunks
designated by CLC. In this configuration, the
following charges specified in Attachment 8 will
apply:
4.1.3.2.1. Rates: The charges set forth in
Section 4.1.1 above shall apply.
4.1.3.2.2. Non recurring switch programming
charges as specified in Attachment 8.
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Attachment 6
4.1.3.2.3. Trunk Port Cross Connect Charge (EISCC)
If CLC provides its own dedicated
transport to CLC designated DA
and/or operator platform, a cross-
connection charge from the
unbundled switch element to CLC's
designated collocation cage
located in the same office shall
apply at the rates set forth in
Attachment 8.
4.1.3.2.4. There will be no cross-connect charge
if CLC selects dedicated transport from
PACIFIC's intrastate Special Access
tariffs or PACIFIC's unbundled
dedicated transport tariff for
connection to CLC's designated POI.
4.1.3.3. Option C: Customized Routing - Complex for CLC
Traffic Using Routes Designated by CLC: This
option is customized routing for CLC traffic in the
manner designated by CLC, and it requires that
special customized routing programming be provided
by PACIFIC pursuant to CLC's instructions. This
option will include all of the features listed in
Options A and B. However, with this Option, CLC may
direct all LSNE-originated traffic on a dialed NPA-
NXX basis to a trunk port other than the standard
used for PACIFIC's routing. In this configuration,
CLC obtains one or more line ports and receives a
telephone number and directory listing, switching
capacity, switch features, including deployed AIN
supporting capabilities, and transport, that will
permit the completion of multiple-switch Local
Calls, calls to either operator or directory
assistance services, or both, E911 calls, intraLATA
toll calls, and Switched Access calls. In this
configuration, intra-switch calls will be provided
through PACIFIC's switch. Inter-switch calls will
be provided from either shared or designated common
or dedicated transport facilities. CLC will be
solely responsible for design and engineering of
any dedicated transport under this option. PACIFIC
will be solely responsible for design and
engineering of any PACIFIC-provided shared or
common transport used under this option. Dedicated
transport may be purchased from PACIFIC or CLC may
provide its own. In this configuration, the
following charges will apply:
4.1.3.3.1. Rates: The charges set forth in
Section 4.1.3.2. shall apply.
4.1.4. Forecasts
4.1.4.1. For the first six months after CLC's first order
for LSNE, CLC shall provide to PACIFIC forecasts of
the number of such LSNE arrangements at a LATA
level. Thereafter, CLC shall make a good faith
effort to provide such forecasts to PACIFIC at a
wire center level. CLC shall provide such forecasts
to PACIFIC on a semi-annual basis.
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Attachment 6
4.1.5. Implementation Schedule
4.1.5.1. Subject to technical feasibility and order interval
requirements, PACIFIC will make Option A available on the
date PACIFIC makes Option A available to another CLC or
upon a date thereafter mutually agreed by the Parties.
PACIFIC will deploy Option A within 45 days after CLC's
order for a particular switch, provided that CLC places
orders for no more than fifty (50) switches for Option A
in any thirty day period.
4.1.5.2. Subject to technical feasibility and order interval
requirements, PACIFIC will make Option B available on the
date PACIFIC makes Option B available to another CLC or
upon a date thereafter mutually agreed by the Parties.
Deployment of Option B will be on a project specific basis
as mutually agreed by the Parties.
4.1.5.3. Option C: The Parties will confer in an effort to define
CLC's custom routing requirements and find a solution
endorsed by the switch suppliers, which can be implemented
by PACIFIC to provide the customized routing
configurations specified by CLC within a mutually agreed
time frame. Deployment will be on a project-specific basis
as mutually agreed by the Parties. In the event the
Parties are unable to agree on a solution within 45 days
of CLC's initial request for Option C, the Parties shall
submit any dispute to Alternative Dispute Resolution as
set forth in Attachment 3.
4.1.5.4. PACIFIC will make direct routing of operator and directory
assistance as specified in Section 4.3 of Attachment 5
available on the date it is made available to another CLC
or upon a date thereafter mutually agreed by the Parties.
Deployment will be on a project specific basis as mutually
agreed by the Parties.
4.2. Tandem Switching
4.2.1. General Description and Specifications of the Unbundled Element:
PACIFIC will provide, subject to the terms and conditions specified
herein, the following unbundled tandem switching:
4.2.1.1. Standard Tandem Switching: Tandem switching allows use of
the tandem switch itself for the transmission of calls
between two switches connected to that tandem, without any
customized routing. As described in Attachment 18,
PACIFIC's unbundled tandem switching will permit access to
the tandem switch to originate a call to, or terminate a
call from, a CLC to a PACIFIC end office, another LEC,
Wireless Service Provider, or another switch, using the
normal routing established in PACIFIC's tandem.
4.2.2. Forecasts
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Attachment 6
For the first six months after CLC's first order for Tandem
Switching, CLC shall provide to PACIFIC forecasts of the number of
such Tandem Switching arrangements at a LATA level. Thereafter, CLC
shall make a good faith effort to provide such forecasts to PACIFIC
at a wire center level. CLC shall provide such forecasts to PACIFIC
on a semi-annual basis.
4.2.3. Implementation Schedule
4.2.3.1. Standard Tandem Switching as described herein and in
Attachment 18 will be available on the date it is made
available to another CLC or upon a date thereafter
mutually agreed by the Parties.
4.2.4. Tandem switching rates are as specified in Attachment 8.
5. Unbundled Interoffice Transmission Facilities (Transport)
5.1. General Description and Specifications of the Unbundled Element
Transport: PACIFIC will make available, subject to the terms and
conditions specified herein, the following unbundled transport
facilities:
5.1.1. Entrance Facilities: PACIFIC will make available the following
entrance facilities, pursuant to the charges set forth in
Attachment 8, upon request of CLC:
5.1.1.1. Connections between PACIFIC's Wire Center that serves a
CLC switch and the CLC switch.
5.1.1.2. Connections between PACIFIC's serving wire center and the
point of presence of CLC's IXC switch.
5.1.2. Dedicated Transport: Is an interoffice transmission path between
CLC designated locations. Such locations may include PACIFIC
central offices or other equipment locations, CLC network
components, other carrier network components or customer premises.
Digital CrossConnect System (DCS) functionality is available as an
option which can be used in connection with Dedicated Transport.
PACIFIC will make available the following dedicated connections,
upon request of CLC:
5.1.2.1. Connections between PACIFIC Wire Centers;
5.1.2.2. Connections between a PACIFIC central office and a PACIFIC
EISCC to a CLC collocation space located in a distant
PACIFIC Wire Center.
5.1.3. Common Transport: Common transport will be available between a
subtending end office and PACIFIC's Tandem Switch.
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Attachment 6
5.1.4. Shared Interoffice Transport: Shared transport will only be
available where CLC purchases LSNE. Shared transport provides call
completion from a PACIFIC end office where LSNE is purchased and
the terminating PACIFIC end office or POI where the call leaves
PACIFIC's network.
5.1.4.1. Use of the tandem is included in the Shared Interoffice
Transport charges set forth in Attachment 8.
5.2. Form of Access
5.2.1. Entrance Facilities: CLC may order Entrance Facilities from EISCC,
USCC, unbundled Switch Trunk Ports, or Dedicated Transport.
5.2.2. Dedicated Transport: CLC may order dedicated transport from the
EISCC, USCC, unbundled Switch Trunk Ports, or Entrance Facilities.
5.2.3. Common Transport: Access to common transport will be available
through interconnection at the access tandem.
5.2.4. Shared Interoffice Transport: Access to shared transport will only
be available where CLC purchases LSNE. The Parties acknowledge that
there is no physical shared transport to unbundle between PACIFIC's
End Office Switches and PACIFIC's end offices and tandem switches,
and CLC's interest is in the shared use of transport between
PACIFIC's switches and the associated underlying performance
characteristics. PACIFIC will make available to CLC shared
transport as currently implemented within PACIFIC's interoffice
network. PACIFIC will engineer, provision and maintain such shared
interoffice transport facilities and equipment under existing
methods and procedures.
5.2.5. Use of DCS
5.2.5.1. PACIFIC will make available the use of unbundled DCS
equipment, in the same manner as it is available to all
IECs. When unbundled DCS is provided with unbundled
transport as a combination, it shall be available on the
date PACIFIC makes it available to another CLC or upon a
date thereafter mutually agreed by the Parties.
5.2.6. CLC may connect Links at PACIFIC's MDF to unbundled transport
through multiplexing, e.g., D4 channel bank, DCS or Unbundled
Services Cross Connect (USCC).
5.3. General Terms and Conditions
5.3.1. For dedicated transport, PACIFIC will provide transport unbundled
from switching and other services. Such transport services will
allow CLC to send individual or multiplexed switched and dedicated
services between PACIFIC's Wire Centers.
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Attachment 6
5.3.2. Dedicated transport will be available with the following
functionality or optional services:
5.3.2.1. Protection and restoration of equipment and
interfaces at parity with levels PACIFIC maintains
for its own transport facilities;
5.3.2.2. Compliance with Bellcore and industry standards to
the extent implemented in PACIFIC's transport
network;
5.3.2.3. Redundant power supply or battery back-up to the
extent implemented in PACIFIC's transport network;
5.3.2.4. Provisioning and maintenance performed to the same
extent such provisioning and maintenance is
performed on PACIFIC's own transport network.
5.3.3. Where deployed, PACIFIC will make available interoffice
transport services capable of interfacing on copper, coaxial
cable, and optical fiber facilities. Consistent with current
bundled offerings, the interoffice transport services will be
capable of handling transmission rates ranging from voice
grade up through Optical Carrier ("OC")-48.
5.3.4. Transmission Levels: Where deployed, PACIFIC will make
dedicated transport available at the following speeds: DS0,
DS1, DS3, and commercially available Optical Carrier levels
(e.g., OC-3/12/48/n).
5.4. Forecasts
5.4.1. For the first six months after CLC's first order for
Unbundled Transport, CLC shall provide to PACIFIC forecasts
of the number of such Unbundled Transport arrangements at a
LATA level. Thereafter, CLC shall make a good faith effort to
provide such forecasts to PACIFIC at a wire center level. CLC
shall provide such forecasts to PACIFIC on a semi-annual
basis.
5.5. Implementation Schedule: Unbundled transport will be available on the
date PACIFIC makes it available to another CLC or upon a date
thereafter mutually agreed by the Parties, except that unbundled
transport combined with LSNE will be available simultaneously with
the availability of the particular LSNE Option pursuant to the LSNE
implementation schedule specified in this Attachment.
5.6. Rates: Rates for transport are specified in Attachment 8.
6. Signaling And Databases
6.1. Signaling Networks
6.1.1. General Description and Specifications of the Unbundled
Element: As described in this section, PACIFIC will make
available interconnection to its SS7 signaling network to
enable signaling necessary for call routing
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<PAGE>
Attachment 6
and completion. PACIFIC will also make available unbundled
nondiscriminatory access to SS7 signaling links and PACIFIC's
Signaling Transfer Points (STPs).
6.2. Form of Access and General Terms and Conditions
6.2.1. The Parties will interconnect their networks using SS7
signaling protocol as defined in PUB L-780023-PB/NB, Issue 3
or later for trunk signaling.
6.2.2. CLC may establish CCS interconnections with PACIFIC either
directly or through a third party. CCS interconnection,
whether direct or by third party, shall be pursuant to the
PACIFIC Bell/Nevada Bell CCS network interface specification
document PUB L-780023-PB/NB, which will be updated to include
interconnection interface specifications for unbundled
signaling links and access to PACIFIC's STPS. The Parties
will cooperate in the exchange of ISUP and Transaction
Capabilities Application Part (TCAP) messages to facilitate
full interoperability of CCS-based features between their
respective networks, including all CLASS features and
functions, to the extent each Party offers such features and
functions to its own end users.
6.2.3. PACIFIC's current CCS/SS7 interconnect questionnaire will be
revised to facilitate the exchange of routing and network
architecture information between the Parties to provision
unbundled signaling links and STP access. Both Parties will
provide all SS7 signaling parameters, including Calling Party
Number (CPN), and procedures that are implemented within both
Parties' SS7 network and communicate relevant signaling
information via the CCS/SS7 Interconnect questionnaire
provided by PACIFIC's CLC account team. All privacy
indicators of the Parties will be honored. Also, CLC will
provide their SS7 network node, address information and
identify the SS7 services they request using the SS7
questionnaire.
6.2.4. PACIFIC will make available to CLC PACIFIC's signaling links
at 56 Kbps or at 1.5 Mbps if available, in compliance with
PUB L-780023PB/NB, Issue 3 or later and access to PACIFIC's
STPs or access to PACIFIC's STPs with CLC-provided signaling
links to provide capability to support call set-up and to
support CCS-based features being provided on the effective
date of this Agreement.
6.2.5. PACIFIC will provide CLC with access through PACIFIC's STPs
to the following elements connected to PACIFIC's SS7 network:
(1) PACIFIC's SS7-capable end offices and Access Tandem
Switches; (2) third-party CLC switches; (3) third-party CLC
STPS, if the third-party CLC and PACIFIC have direct or
indirect STP-to-STP interconnection; and (4) PACIFIC will
provide CLC signaling links and/or access to PACIFIC's STPs
for signaling between CLC's switches or between CLC and
third-party switches (including unbundled switching elements)
when CLC's and/or third-party's switches are interconnected
to PACIFIC's SS7 signaling network.
Page 16
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Attachment 6
6.2.6. At CLC's option, CLC may connect its switches to PACIFIC's
STPs by means of "A" link access and may connect CLC STPs to
PACIFIC's STPs by means of "D" link access. PACIFIC will
designate the STP pair for interconnection, and CLC will then
designate the Signaling Point of Interconnection ("SPOI")
within the STP pair.
6.2.7. All "A" links provided by PACIFIC or CLC will consist of two
link sets, and "D" links will consist of four link sets.
6.2.8. CLC's SS7 links will be interconnected to PACIFIC's STPs in
the manner specified within PUB L-780023-PB/NB, Issue 3 or
later. When CLC connects its links to PACIFIC's STP, a port
charge will apply as specified in Attachment 8; provided,
when CLC provides its own links it must access PACIFIC's STP
port through a collocation cage.
6.2.9. PACIFIC will provide to CLC all the signaling link functions,
and all the Signaling Connection Control Part ("SCCP")
functions that are deployed in PACIFIC's SS7 network.
6.3. Implementation Schedule and Rates: SS7 STP interconnection is
available in PACIFIC access tariffs today.
6.3.1. Implementation will include testing consistent with industry
standards. Testing of SS7 interconnection shall include
completion of all tests described in PACIFIC's CCS Network
Interconnection Testing documents and defined by the
Internetwork Interoperability Test Plan (IITP). These tests
shall serve as the minimum amount of testing required to
ensure successful signaling network internet working.
6.3.2. Signaling link and/or signaling Port charges are listed in
Attachment 8.
6.4. Call-Related Databases
6.4.1. Toll Free Service Database (800/888)
6.4.2. General Description and Specifications of the Unbundled
Element PACIFIC will provide access to its 800/888 database
if CLC requests such access from PACIFIC as described below.
6.4.3. Form of Access
6.4.3.1. CLC's query access to PACIFIC's Toll Free Service
database (800/888) will be via interconnection at
PACIFIC's Regional or local STPs consistent with
existing network interface specifications. At CLC's
option, CLC may also direct 800/888 queries via its
Meet Point trunking arrangement as described in
Attachment 18. Specific terms for routing such Toll
Free Services are addressed in Attachment 18.
6.4.4. Implementation Schedule: Query access to 800/888 is
available today in PACIFIC's access tariffs.
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Attachment 6
6.4.5. Rates: The toll free service (800/888) database query
rate(s) as specified in Attachment 8. They will be applied
when CLC is the intraLATA service provider for the Toll Free
Service customer.
6.5. Line Information Databases ("LIDB")
6.5.1. General Description and Specifications of the Unbundled
Element: PACIFIC will provide access to LIDB through
interconnection at the STP. LIDB Service is provided by
PACIFIC to support alternate billing services. LIDB provides
access to billing validation data (calling card and billed
number screening) which resides in PACIFIC's LIDB database
for use with alternate billing services, such as Calling
Card, Collect Calls, and Third Number Billing. LIDB will
receive and respond to American National Standards Institute
Signaling System 7 protocol queries as defined in Bellcore
publication TR-TSV-000905, and PACIFIC publication PUB
L-780023 PB/NB, Issue 3 or later.
6.5.2. At this time, PACIFIC has not implemented other LIDB features
such as Calling Name. If PACIFIC offers Customer Name Address
Message (CNAM) capability, PACIFIC will offer this service to
CLC.
6.5.3. Form of Access:
6.5.3.1. CLC's query access to PACIFIC's LIDB database will
be via interconnection at PACIFIC's Regional or
Local STPs consistent with existing network
interface specifications.
6.5.3.2. If CLC uses PACIFIC's LIDB, CLC will send queries
to LIDB from an Operator Service System (OSS).
6.5.4. Implementation Schedule: Query access to LIDB will be
available as of the Effective Date of this Agreement.
6.5.5. Rates: LIDB rates are as specified in Attachment 8.
6.6. Advanced Intelligent Network Databases ("AIN")
6.6.1. General Description and Specifications of the Unbundled
Element: CLC may purchase the entire set of Advanced
Intelligent Network ("AIN") features or functions, or any one
or any combination of such features or functions, on a
customer-specific basis. PACIFIC will provide CLC with query
access to AIN databases for AIN-supported services provided
via either PACIFIC's or CLC's switch. PACIFIC will provide
CLC access to PACIFIC's end office triggers when CLC
purchases PACIFIC's LSNE and any available AIN services. AlN
database access may not be used to access other PACIFIC
databases.
6.6.2. Form of Access: CLC's query access to PACIFIC's AIN SCPs will
be via interconnection at PACIFIC's regional or local STPs
consistent with existing network interface specifications and
using messages conforming with Bellcore's Technical Reference
TR-NWT-001285. The requirements
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<PAGE>
Attachment 6
for these messages may be modified by AIN access mediation
(specifications not yet available).
6.6.3. General Terms and Conditions: PACIFIC will require access
mediation to prevent unauthorized changes or access to data
resident in its AIN database. Such access mediation will also
provide network management functions to prevent CLC traffic
overloads from interfering with PACIFIC's AIN SCP operation.
6.6.4. Implementation Schedule for Query Access to AIN Using
PACIFIC's Resold Basic Exchange Service Or PACIFIC's LSNE:
PACIFIC will make available such unbundled query access to AIN
upon the same date it is made available to another CLC or upon
a date thereafter mutually agreed by the Parties.
Implementation will include testing consistent with standards
applicable to this database.
6.6.5. Implementation Schedule for Query Access to AIN Using CLC's
Switch Through PACIFIC's STP: Implementation of query access
to AIN using CLC's switch through PACIFIC's STP requires
special work specific to each request, and therefore
implementation shall occur on a case-bycase basis.
6.6.6. AIN rates are as specified in Attachment 8.
7. Service Management System ("SMS")
---------------------------------
7.1. SMS For LIDB
------------
7.1.1. General Description and Specifications of the Unbundled
Element: PACIFIC will provide access to the Service
Management System for LIDB, referred to as the LIDB
Administrative System (LIDB/AS) if CLC requests such access.
Access to LIDB/AS will allow CLC to create, modify, update or
delete the end user line information in PACIFIC's LIDB
database. For a CLC end user, line information includes
telephone number and pre-assigned calling card PIN and billed
number screening data (collect and third number billing
indicators). PACIFIC's LIDB updates are processed continuously
through service order input to LIDB/AS, which then updates
LIDB.
7.1.2. Form of Access
--------------
7.1.2.1. PACIFIC will provide access to LIDB/AS in a manner
equivalent to how access is provided to PACIFIC
itself. CLC shall have the ability to create,
modify, update, or delete information in LIDB
through service order processing, generated through
PACIFIC's Local Interconnection Service Center
(LISC) or electronic service order entry.
7.1.2.2. In the event CLC requires an emergency update to its
end user line information in the LIDB database, CLC
will be directed to PACIFIC's Data Base
Administration Center (DBAC) to process
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Attachment 6
this request. The DBAC organization provides
administrative support into LIDB/AS for PACIFIC's
business office organizations. This is the same process
used today by PACIFIC service representatives to
initiate emergency updates to LIDB.
7.1.3. General Terms and Conditions
7.1.3.1. PACIFIC will process CLC service order updates to
LIDB/AS in the same manner and time frames that such
updates are processed for PACIFIC itself.
7.1.3.2. PACIFIC shall use the end user line information of a
CLC subscriber only to update and maintain LIDB and not
for any other purpose.
7.1.3.3. CLC may create, update, modify, or delete end user line
information of its own subscribers through the issuance
of service order activity. CLC shall not create,
update, modify, or delete end user line information of
other carriers' end users.
7.1.3.4. PACIFIC and CLC will comply with the Privacy of
Customer Information requirements of Section 222 of the
Act, with respect to information obtained as a result
of access to call related databases and associated SMSs
described in this Agreement.
7.1.4. Implementation Schedule
7.1.4.1. CLC may currently update end user line information in
LIDB/AS through the service order process. PACIFIC will
make available the capability to allow provisioning and
changes to preassigned Personal Identification Number
(PIN) upon the same date it is made available to
another CLC or upon a date thereafter mutually agreed
by the Parties.
7.1.5. Rates: The SMS for LIDB is included in the LIDB query rate
specified in Attachment 8.
7.2. SMS For AIN
7.2.1. General Description and Specifications of the Unbundled Element
7.2.1.1. This product will allow CLC to update AIN service data
residing in PACIFIC's AIN network for use on CLC lines.
7.2.2. Form of Access
7.2.2.1. Access to AIN Service management will be provided via
electronic file transfer of CLC data to PACIFIC for
entry by PACIFIC at one of PACIFIC's AIN administrative
terminals as is
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Attachment 6
currently used by PACIFIC for maintenance of AIN
service and subscriber data.
7.2.3. Rates: The SMS query charge is specified in Attachment 8.
7.3. Access to the Service Creation Environment ("SCE") of the AIN Database
----------------------------------------------------------------------
7.3.1. General Description and Specifications of the Unbundled Element
---------------------------------------------------------------
7.3.1.1. PACIFIC will provide CLC with access to PACIFIC's AIN
Service Creation Environment ("SCE") for the creation
and modification of AIN services. All AIN services will
require testing in PACIFIC's AIN laboratory prior to
deployment into the network. Testing will evaluate
compatibility with PACIFIC's network nodes, interaction
with other AIN, 800/888, LIDB, and other switch-based
features, and appropriate use of network resources.
7.3.2. Form of Access: CLC may choose among the following forms of
---------------
access:
7.3.2.1. Under Option 1, CLC provides PACIFIC with documentation
and logic design for the desired service. PACIFIC Bell
personnel will operate the AIN SCE terminal to create
the service as described by CLC.
7.3.2.2. Under Option 2, CLC personnel will operate PACIFIC's
SCE terminals themselves.
7.3.2.3. Under Option 3, CLC will develop service logic using
CLC's Bellcore SPACE platform and will transfer the
file to PACIFIC for testing and deployment.
7.3.3. General Terms and Conditions
----------------------------
7.3.3.1. In all options described above, newly created or
modified services will be transferred to the AIN
laboratory for testing prior to deployment into the
network using the same tests currently performed on
PACIFIC's AIN services.
7.3.4. Implementation Schedule for SCE
-------------------------------
7.3.4.1. PACIFIC will make Option 1 available on the same date
it is made available to another CLC or upon a date
thereafter mutually agreed by the Parties.
7.3.4.2. PACIFIC will make Option 2 available when partitioning
of PACIFIC's SCE is available.
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Attachment 6
7.3.4.3. PACIFIC will make Option 3 available on the same
date it is made available to another CLC or upon a
date thereafter mutually agreed by the Parties.
7.3.5. Rates: Rates for all Options shall be as specified in
Attachment 8.
8. Operator Assistance
-------------------
8.1. General Description and Specifications of the Unbundled Element
---------------------------------------------------------------
8.1.1. Unbundled operator services allows CLC to offer intraLATA
operator assistance services to its end user customers using
PACIFIC's operators on an unbundled basis.
8.1.2. PACIFIC operator assistance provides the calling party with
general assistance, assistance in completing intraLATA calls,
and a means to alternately bill calls by dialing 0- or O+, as
follows:
8.1.2.1. IntraLATA call completion services include station-
to-station, person-to-person, connection to DA,
dialing assistance for trouble conditions, and
transfers or referrals to repair services;
8.1.2.2. Alternate billing services include station collect,
station billed to third number, station calling
card, person collect, person billed to third number,
and person calling card.
8.1.2.3. General assistance calls include general assistance
time and area code requests), dialing instructions,
e.g., Busy Line Verification, Busy Line Interrupt,
credit requests (wrong number, etc.), emergency
assistance, disabled customer assistance, IXC
requests (customer will be referred to "00"), and
language assistance in Spanish.
8.1.3. Branding: Whenever PACIFIC provides operator services on
behalf of CLC, at CLC's option, PACIFIC will brand the call as
a CLC call, where technically feasible. Where not technically
feasible, such calls will be unbranded.
8.2. Form of Access
--------------
8.2.1. Trunking: If CLC purchases the operator services unbundled
element, CLC may either provision its own trunk group or order
unbundled dedicated operator services trunks from PACIFIC Bell
to connect directly from an end office(s) to PACIFIC's DMS 200
TOPS switch. These dedicated one-way trunk groups will conform
to modified operator services signaling ("MOSS") or exchange
access operator services signaling ("EAOSS").
8.2.1.1. and "O+" Access If CLC purchases the operator
services unbundled element, PACIFIC will permit
CLC's local exchange
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Attachment 6
customers to connect to PACIFIC's operator services by
dialing "O," or "O" plus the desired intraLATA
telephone number.
8.2.2. On CLC to TOPS trunk group, PACIFIC will complete intraLATA
O-, O+, and 1+ coin dialed traffic only.
8.2.3. With ANI 07 and ANI 06 signaling, PACIFIC will perform all
necessary switch translations in the DMS 200 TOPS switch in
order to provide billing restrictions. Call screening and
billing restrictions are provided by using Automatic Number
Identification (ANI) and screening codes. CLC must provide
timely screening data updates using operator services screen
code assignment list.
8.2.4. PACIFIC will access PACIFIC's LIDB for CLC's customers on an
as-needed basis to obtain:
8.2.4.l. Billing telephone number;
8.2.4.2. associated billing restrictions using PACIFIC's
screen code categories; and
8.2.4.3. adds, deletes, and changes.
8.2.5. Switching and Signaling
-----------------------
8.2.5.1. MOSS or EAOSS signaling are required. Documents
providing the signaling interface between a CLC EO
and PACIFIC's TOPS are found in TR144 and TR506.
8.2.5.2. Where MOSS is selected, CLC must order separate
trunk groups for each NPA served.
8.2.5.3. CLC must have a point of presence ("POP") within
each LATA where it interconnects with PACIFIC's DMS
200 for operator services
8.2.5.4. In LATAs 722, 724, and 730, CLC may select any of
PACIFIC's DMS 200 TOPS switches for interconnection
in that LATA for operator services.
8.2.6. Billing records will be recorded at the TOPS switch and
billing detail will be passed to CABS. Detailed billing
records will be passed to CLC for end user billing.
8.2.6.l. AMA billing will be created at the selected DMS 200
TOPS switch. These records will be created in
Expanded Bellcore AMA Format ("EBAF") Phase 2.
8.2.6.2. Billing will be based on operator work seconds as
specified in Attachment 8.
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Attachment 6
8.2.7. For customer rate quote requests, PACIFIC's operators will
provide rating information if CLC concurs with PACIFIC's
rates; if CLC does not concur in PACIFIC's rates, and the
Parties have not otherwise agreed, rate quote requests will be
handled per Section 4.3.1.3 of Attachment 5.
8.3. General Terms and Conditions
----------------------------
8.3.1. If CLC purchases the operator services unbundled element,
PACIFIC will provide CLC nondiscriminatory access to PACIFIC's
operator services. The service level, including any dialing
delays, of the unbundled operator service provided to CLC
shall be at parity with the operator service provided by
PACIFIC to its own customers.
8.3.2. BLV and BLVI: PACIFIC will offer operator-to-operator BLV and
BLVI to CLC on a nondiscriminatory basis, in accordance with
LERG instructions. PACIFIC's operator services platform
requires that a BLV/BLVI network be established between
PACIFIC and CLC.
8.3.3. Operator-Assisted Calls to DA ("OADA"). PACIFIC will offer
OADA to CLC on a nondiscriminatory basis. OADA refers to the
situation in which a customer dials "O" and asks the operator
for DA; in such situations, the customer is automatically
transferred to a DA operator. In providing OADA to CLC,
PACIFIC will connect CLC's end user customer to PACIFIC's DA
operators, and PACIFIC will charge CLC as specified in
Attachment 8.
8.3.4. PACIFIC shall not be obligated, under any circumstances, to
provide call handling methods or credit card or other
alternate billing arrangements that are different from those
PACIFIC provides to itself or its affiliates.
8.3.5. PACIFIC shall have no duty, apart from factors within
PACIFIC's control, to ensure that CLC's customers can in fact
access PACIFIC's operator services.
8.4. Forecasts
---------
8.4.1. For the first six months after CLC's first order for Unbundled
Operator Services, CLC shall provide to PACIFIC forecasts of
the number of such Unbundled Operator Service arrangements at
a LATA level. Thereafter, CLC shall make a good faith effort
to provide such forecasts to PACIFIC at a wire center level.
CLC shall provide such forecasts to PACIFIC on a semi-annual
basis.
8.5. Implementation Schedule
-----------------------
8.5.1. PACIFIC will make available, and CLC may order, unbundled
operator services on the same date it is made available to
another CLC or upon a date thereafter mutually agreed by the
Parties.
8.6. Rates: The rates for operator services are as specified in Attachment
8.
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Attachment 6
9. Directory Assistance Services
-----------------------------
9.1. General Description and Specifications of the Unbundled Element
---------------------------------------------------------------
9.1.1. PACIFIC's unbundled Directory Assistance Service provides
unbundled Directory Assistance ("DA") services to CLC by
utilizing PACIFIC's DA database. This service includes
PACIFIC's listed customers and listings supplied to PACIFIC
for DA use by other carriers. This DA service shall be
provided at parity with PACIFIC DA service and will utilize
the same Directory Listing source of information as PACIFIC
uses for its own DA service. PACIFIC's unbundled DA has the
following service attributes:
9.1.1.1. Database and retrieval system for PACIFIC's DA
operator use;
9.1.1.2. Retrieval of listed telephone number and address
information for residence, business, and government
listings, requested by locality and name, or a
report that the number is not available;
9.1.1.3. Up to three search requests per call;
9.1.1.4. Area code information for the United States and
Canada;
9.1.1.5. Exchange locality information for California;
9.1.1.6. Use of Automated Response Unit for number quotation;
9.1.1.7. Express Call Completion at parity with what PACIFIC
provides for itself or its affiliates.
9.1.1.8. PACIFIC's DA is available on a statewide basis
(throughout California) or by individual NPA.
9.1.1.9. PACIFIC's DA provides telephone numbers and address
information within the State of California only.
9.1.2. Nondiscriminatory Access to Directory Listings
----------------------------------------------
9.1.2.1. PACIFIC shall provide to CLC, within thirty (30)
days after the Effective Date, all directory listing
data for DA applications, and shall update such data
upon request by CLC. CLC shall pay PACIFIC for the
cost of the transfer media (magnetic tape), plus
PACIFIC's reasonable costs for preparation and
shipping of the magnetic tape. The Directory Listing
data used by PACIFIC, and provided to CLC, does not
include PACIFIC's unlisted customer names or
unlisted customer telephone numbers. Provision of
PACIFIC's directory listing data is limited to use
by CLC or its agents for provision of directory
assistance services.
9.2. Form of Access
--------------
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<PAGE>
Attachment 6
9.2.1. Access to Unbundled DA Services: PACIFIC will provide CLC
nondiscriminatory access to PACIFIC's DA Services. The service
level, including any answer delays, of the Unbundled DA
Service provided to CLC shall be at parity with the DA Service
provided by PACIFIC to its own customers.
9.2.2. Trunking: Access to PACIFIC's DA may be provided either
through PACIFIC's access tandem as described in Attachment 18,
or by dedicated trunking from CLC end-office and routed to the
appropriate DA switch. Where CLC uses trunking from a CLC end
office to PACIFIC's access tandem, using local interconnection
trunks at PACIFIC's tandem, CLC must convert all "411" dialed
calls to NPA 555-1212 prior to delivery to the tandem as shown
in the LERG.
9.2.3. Transport: If CLC has purchased PACIFIC's unbundled DA
Services element, directory transport may, at the option of
CLC, be provided from where the Home NPA access tandem is, or
from an access tandem mutually negotiated with CLC. PACIFIC
will not provide transport across LATA boundaries.
9.3. General Terms and Conditions
----------------------------
9.3.1. Branding: Whenever PACIFIC provides DA services on behalf of
CLC directly between CLC's central office and PACIFIC's
digital DA switch, at CLC's option, PACIFIC will brand the
call as a CLC call, where technically feasible. Where not
technically feasible, such calls will be unbranded.
9.3.2. Unlisted Information: If CLC has purchased PACIFIC's
unbundled DA Services element, PACIFIC emergency operators
will provide emergency assistance regarding unlisted customers
on an equal basis as PACIFIC does to its customers.
9.3.3. Nothing in this Agreement implies that PACIFIC will provide
CLC access to PACIFIC's customers' unlisted telephone numbers.
9.3.4. Confidentiality of CLC's DA and Non-Published Listings:
PACIFIC will accord CLC's DA and Non-Published listing
information the same level of confidentiality that PACIFIC
accords its own DA and Non-Published listing information.
9.3.5. DA Call Completion Service: In conjunction with the provision
of unbundled DA service to CLC, PACIFIC will provide DA Call
Completion Service (which is comparable in every way to the DA
Call Completion Service PACIFIC makes available to its own end
users) in those areas where DA Call Completion Service is
generally available and where facilities permit.
9.3.6. If CLC purchases PACIFIC's unbundled DA Services element,
PACIFIC's contact with CLC's end user customers shall be
limited to that effort required to process CLC's end user
customers' requests for DA
Page 26
<PAGE>
Attachment 6
services. PACIFIC will not transfer, forward, or redial a
CLC's end user customer's call to any other location for any
purpose other than the provision of DA to the customer.
9.3.7. CLC DA service quality will be equal to that which PACIFIC
provides to its own DA customers.
9.3.8. Billing
-------
9.3.8.1. Billing will be handled by CABS.
9.3.8.2. CLC shall be responsible for billing its end users
for this service. All PACIFIC bills to CLC for DA
will reflect a per-call charge and the applicable
transport charges. See Attachment 14 for provision
of customer usage data.
9.3.8.3. PACIFIC will not credit CLC for customer requests
that are not found in the DA database.
9.3.8.4. All DA calls will be billable to CLC, except as
specifically mentioned herein.
9.4. Forecasts
---------
9.4.1. For the first six months after CLC's first order for
Unbundled Directory Assistance, CLC shall provide to PACIFIC
forecasts of the number of such Unbundled Directory Service
arrangements at a LATA level. Thereafter, CLC shall make a
good faith effort to provide such forecasts to PACIFIC at a
wire center level. CLC shall provide such forecasts to
PACIFIC on a semi-annual basis.
9.5. Implementation Schedule: Unbundled DA services will be available, and
CLC may order them, upon the same date they are made available to
another CLC or upon a date thereafter mutually agreed by the Parties.
Unbundled directory listings specified in Section 9.1.2 are available
on the Effective Date of this Agreement.
9.6. Rates: Directory services are as specified in Attachment 8.
10. Operating Support Systems
-------------------------
10.1. General Terms and Conditions
----------------------------
10.1.1. PACIFIC will provide unbundled access to its Operating
Support Systems (OSS) consistent with the requirements of
the Act, and implementing regulations, this Agreement and
its applicable Attachments.
10.1.2. The specific requirements for OSS are found in Attachments
5, 11, 12, 13 and 14.
Page 27
<PAGE>
Attachment 6
10.2. Implementation Schedule: PACIFIC will make OSS available pursuant to
the schedule set forth in Attachments 5, 11, 12, 13 and 14.
10.3. Rates: OSS rates are as specified in Attachment 8.
11. Standards For Network Elements
------------------------------
11.1. If one or more of the requirements set forth in this Agreement are
in conflict, CLC shall elect which requirement shall apply.
11.2. Each Network Element and the interconnections between Network
Elements provided by PACIFIC to CLC shall be at least equal in the
quality of design, performance, features, functions and other
characteristics, including but not limited to levels and types of
redundant equipment and facilities for power, diversity and
security, that PACIFIC provides in PACIFIC network to itself,
PACIFiC's own customers, to a PACIFIC affiliate or to any other
entity.
11.3. In the event that CLC reasonably believes that the requirements of
this Attachment 6 are not being met, the Parties will meet and
confer concerning such engineering, design, performance and other
network data, which may be necessary to cure any engineering, design
performance of implementation deficiency. In the event that such
data indicates that the requirements of this Attachment 6 are not
being met, PACIFIC shall cure any such deficiency as soon as
possible.
11.4. Subject to this Agreement and its Attachments, PACIFIC agrees to
work cooperatively with CLC to provide Network Elements that will
meet CLC's needs in providing services to its customers.
11.5. If PACIFIC makes available to itself or any of its end user
customers an expedited or priority provisioning capability for
Network Elements and the interconnections between Network Elements,
then PACIFIC will make such capability available to CLC on a non-
discriminatory basis.
Page 28
<PAGE>
Attachment 6 - Appendix A
Appendix A -- Network Element Combinations
<TABLE>
<CAPTION>
First
Com NID Note 4 Note 1 Note 8 Tandem Signaling DA/ Order
bo LOOP EISCC Switch Transport DCS Switching Links STP SCP OS Date Comments
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. X X X Note 9
2. X X X Note 9
3. X X X X Note 9 If MUXing, USSC or D4 req'd
4. X X X Note 9 If MUXing, USSC or D4 req'd
5. X X X Note 9
6. X X Note 9 Opt. B & C, Note 2
7. X X Note 9 Opt. B & C, Note 2
8. X X Note 9
9. X X X Note 9 Opt. B & C, FG-D
10. X X X Note 2 Opt. C
11. X X Note 2
12. X X X Note 9
13. X X X X Note 2
14. X X X X Note 2
15. X X X Note 9 Opt. B & C, Note 2
16. X X X Note 2
17. X X X X Note 9 Note 5
18. X X X Note 9 Notes 5 & 6
19. X X X X X Note 2 Notes 3 & 5
20. X X X X Note 9 Note 7
21. X X X X Note 9
22. X X X X X Note 9 Note 7
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Note 1: Switching column: Refers to Option A unless combined with EISCC,
Transport, DCS or DA/OS. Option A selects Shared Transport and any
necessary use of PACIFIC's SS7 signaling or call-related databases for
all calls originating from the Line Port. Other transport options are
available with Options B and C as described in this attachment.
Note 2: Available coincident with unbundled switching Option C which is
presently not technically feasible.
Note 3: Query access to LIDB, 800 & AIN.
Note 4: Loop column: for 2-wire analog (basic & assured), 2-wire digital (ISDN),
4-wire digital (1.544mbps), 4-wire analog (basic & assured) & 2-wire
copper (two types).
Note 5: OS must use MOSS signaling prior to ILP (2-PIC) deployment. With ILP, OS
can then go to FG-D (MF or SS7) if the subscriber's line is pre-
subscribed to CLC for intra-LATA traffic. DA requires MOSS if it goes to
OS trunking, but FG-D cannot support 411 (3-digit).
Note 6: For interconnection with PACIFIC's network, Signaling Links may be
purchased from PACIFIC, self-provisioned, or removed entirely.
Note 7: Applies to CLC Operator Service & DA with unbundled switching Options
B & C.
Note 8: Transport column: Dedicated, Common, shared, entrance facilities, all
transmission rates.
Note 9: First Order Date for this Combination will be on the same date, subject
to ordering intervals required, that the Combination is made available
to another CLC. Upon request, PACIFIC will provide its current
implementation schedule to CLC. (see also Section 1.4 of Attachment 6.)
<PAGE>
ATTACHMENT 7
------------
RIGHTS OF WAY (ROW), CONDUITS, POLE ATTACHMENTS
-----------------------------------------------
<PAGE>
Attachment 7
Rights of Way (ROW), Conduits, Pole Attachments
------------------------------------------------
1. Introduction
------------
This Attachment sets forth the requirements for Rights of Way, Conduits and
Pole Attachments.
2. Definitions:
------------
2.1. A Right of Way (ROW) is the right to use the land or other property
of another party to place poles, conduits, cables, other structures
and equipment, or to provide passage to access such structures and
equipment. A ROW may run under, on, or above public or private
property (including air space above public or private property) and
may include the right to use discrete space in buildings, building
complexes or other locations.
2.2. A conduit is a tube or similar enclosure that may be used to house
communication or communication-related power cables. Conduit may be
underground or above ground (for example, inside buildings) and may
contain one or more inner ducts. An innerduct is a separate tube or
enclosure within a conduit.
2.3. A pole attachment is the connection of a facility to a utility pole.
Some examples of facilities are mechanical hardware, grounding and
transmission cable, and equipment boxes.
3. General Requirements
--------------------
3.1. PACIFIC shall make ROW, conduit and pole attachments available to CLC
through agreements consistent with applicable regulations of the FCC
and THE COMMISSION and this Attachment 7, or through tariffs, in the
event PACIFIC files tariffs covering such facilities.
3.2. PACIFIC shall provide CLC with non-discriminatory and competitively
neutral access, on a first-come, first-served basis, to ROW, conduit,
ducts, pole attachments and entrance facilities that PACIFIC owns or
controls.
3.3. Upon request, PACIFIC shall provide CLC reasonable access on a
non-discriminatory and competitively neutral basis to building
entrance facilities (including but not limited to cable vault,
conduit, equipment rooms and telephone closets) that are owned or
controlled by PACIFIC, provided the security of PACIFIC's facilities
is maintained at all times. For some locations, CLC personnel must be
escorted, and the parties will negotiate a reasonable arrangement,
including administrative costs, if any, for such escorted access.
3.4. PACIFIC may not favor itself in granting access to a ROW, conduit or
pole attachment. PACIFIC shall not deny a request from CLC for access
to a ROW, conduit or pole attachment on the basis that such space is
reserved for PACIFIC's future business needs, except as provided in
Sections 3.5, 3.5.1, and 3.6.
Page 1
<PAGE>
Attachment 7
3.5. PACIFIC may reserve capacity for projects for which it has
undertaken engineering studies meeting the requirements of Section
3.5.1 with a view toward initiation of physical construction
activities within six (6) months after the date of CLC's request or
within eighteen (18) months after the date of CLC's request if
PACIFIC can demonstrate a definitive schedule for completion of the
project with eighteen (18) months and that it is not possible to
commence construction within six (6) months due to action required
by others.
3.5.1. At CLC's request, in the event PACIFIC denies a CLC request
for access pursuant to Section 3.5, the parties shall supply
to each other within thirty (30) days of the denial, subject
to Section 18 of this Agreement, copies of their respective
engineering studies relating to the disputed space. PACIFIC
shall prevail in its denial of space to CLC only if
PACIFIC's engineering studies have the same or greater level
of detail and completeness as CLC's studies. The parties
shall meet and confer in an effort to reach an agreement
that PACIFIC's engineering studies meet this standard. If
the parties fail to agree, either party may invoke the
alternative dispute resolution process set forth in
Attachment 3.
3.6. The duties of PACIFIC described in Sections 3.5 and 3.5.1 shall be
subject to expansion or contraction in accordance with rules adopted
by the Commission that constitute regulation of rates, terms and
conditions for pole attachments within the meaning of Section
224(c)(3) of the Act.
3.7. PACIFIC may designate one innerduct in a multi-duct conduit (or, one
duct, in the case of a multi-duct conduit where large sized copper
cables are housed) for maintenance purposes, for the benefit of all
users of the conduit. No party shall use the maintenance innerduct
(or the maintenance duct in the case of conduit housing copper
cables) except for maintenance purposes.
3.8. In cases where PACIFIC reasonably believes that there is
insufficient capacity to grant a request from CLC for access to a
ROW, conduit or pole attachment, PACIFIC must take all reasonable
steps to accommodate CLC's request and explore potential
accommodations in good faith with CLC.
3.9. In the event of an emergency affecting ROW, conduit or pole
attachments made available by PACIFIC to CLC, PACIFIC shall follow
the mutually agreed upon Emergency Restoration Procedures attached
to this Attachment 7 as Exhibit A.
3.10. PACIFIC shall provide to CLC the names, numbers of the regional
Single Points of Contact (SPOC) for administering all structure
licensing and ROW agreements within each defined geographical area.
4. Requests for Space
------------------
4.1. Upon being presented with a CLC written request for access to
PACIFIC'S conduits or poles, PACIFIC will accept or reject CLC's
request in writing as soon as possible, but within forty-five (45)
days, unless PACIFIC cannot accept or reject within forty-five (45)
days due to the complexity of the request. In such cases, the
Parties will mutually agree upon an appropriate extension of time.
Page 2
<PAGE>
Attachment 7
4.2. If PACIFIC denies an application by CLC for conduit or pole space,
its denial must be specific, and include all relevant evidence or
information supporting the denial.
5. Requests for Drawings
---------------------
5.1. At CLC's request, PACIFIC shall provide CLC with detailed engineering
records and drawings of conduit, poles and other ROW paths in
selected areas as specified by CLC within a reasonable time frame.
5.2. PACIFIC shall allow personnel designated by CLC to examine conduit
system or pole line diagrams at PACIFIC's offices, provided that, for
security reasons, a non-disclosure agreement is signed and CLC
representative is limited to a specific area within the PACIFIC
office or PACIFIC will make copies of such prints for CLC at CLC's
expense, or a mutually agreed upon third party will be permitted to
examine the diagrams.
6. Requests for Information
------------------------
6.1. CLC may submit a written request for information to PACIFIC before
submitting a request for conduit or pole space in a specified
location.
6.2. PACIFIC shall provide information regarding the availability and
condition of conduit or pole attachments within ten (10) business
days of CLC's written request for a records based answer and twenty
(20) business days of CLC's request for a field based answer. In the
event CLC's written request seeks information about the availability
of more than five (5) miles of conduit or more than 500 poles,
PACIFIC shall (1) provide an initial response within ten (10)
business days; (2) use reasonable best efforts to complete its
response within thirty (30) business days; and (3) if PACIFIC is
unable to complete its response within thirty (30) business days or
if the parties are unable to agree upon a mutually satisfactory long
time period for PACIFIC's response, PACIFIC will hire outside
contractors at CLC's expense, not to exceed PACIFIC's customary
charge for the same work, provided that before proceeding with such
outside hiring, PACIFIC shall provide to CLC the contractor's work
order and hourly rate.
6.3. CLC shall have the option to be present at the field based survey and
PACIFIC shall provide CLC at least twenty-four (24) hours notice
prior to start of such field survey. By prior arrangement, PACIFIC
shall allow CLC personnel, accompanied by a PACIFIC escort, to enter
manholes and view pole structures.
7. Make Ready Work
---------------
7.1. PACIFIC shall complete the "make ready work" required on poles or
within conduit to enable CLC to install its facilities. This work
shall be accomplished by PACIFIC at a reasonable cost within thirty
(30) business days, except that if PACIFIC requires longer than
thirty (30) business days or if the parties are unable to agree upon
a mutually satisfactory longer time period for completion of the make
ready work, outside contractors may be hired at CLC's expense to do
the work. In that event, PACIFIC and CLC shall confer and agree which
party shall hire the contractors. If CLC hires the contractors, they
must meet
Page 3
<PAGE>
Attachment 7
PACIFIC's reasonable standards. If PACIFIC hires the contractors,
before proceeding with the work, PACIFIC shall provide to CLC the
contractors work order and hourly rate, which shall not exceed
PACIFIC's customary charge for the same work.
8. Pole Attachments
----------------
8.1. Pole Attachments will be placed in the space on the pole designated
for communications use. This space is generally located below
electric supply circuits and excludes the neutral space between the
electrical and communication space.
8.2. PACIFIC shall not attach, or permit other entities to attach,
facilities on existing CLC facilities without CLC's prior written
consent, except that such consent shall not be required for
attachments to facilities such as arms and brackets that are designed
for more than one cable.
8.3. CLC may, at its option, make pole attachments using CLC or CLC-
designated personnel. CLC shall follow the methods and procedures for
making pole attachments set forth in California Public Utilities
Commission General Order No. 95 and any additional standards provided
to CLC by PACIFIC.
9. Conduits:
---------
9.1. To the extent that space is available as reasonably determined by
PACIFIC, PACIFIC shall provide CLC space in manholes for racking and
storage of cable and other materials as requested by CLC on a
nondiscriminatory, first-come, first-served basis.
9.2. PACIFIC shall remove any retired cable from its conduit at CLC's
expense within a reasonable period of time if necessary to make
conduit space available for CLC.
9.3. Upon prior notice to PACIFIC, CLC may conduct maintenance procedures
in conduit space leased from PACIFIC. PACIFIC may dispatch a PACIFIC
technician at CLC's expense to oversee CLC's work.
9.4. Subject to accepted industry safety and engineering standards,
PACIFIC shall not restrict, withhold or unreasonably delay any
modifications to conduit systems necessary to allow access to and/or
egress from such systems, provided that CLC must obtain certification
of a professional structural engineer for modifications to post 1960
structures ensuring that the modifications will not adversely impact
the structural integrity of the manhole.
9.5. Subject to accepted industry safety and engineering standards,
PACIFIC will permit manhole interconnections, breaking out of PACIFIC
manholes and breaking out of PACIFIC conduit for the benefit of CLC.
PACIFIC may not limit new duct entrances to pre-cast knockouts,
provided that CLC must obtain certification of a professional
structural engineer for modifications to post-1960 structures
ensuring that the modifications will not adversely impact the
structural integrity of the manhole.
Page 4
<PAGE>
Attachment 7
10. Innerducts
----------
10.1. PACIFIC will permit CLC, on a first-come, first-served basis, to
license the use of innerducts in ducts in which PACIFIC already
occupies as innerduct as long as one spare innerduct for maintenance
purposes remains available. If an innerduct licensed by CLC becomes
defective, CLC may use the spare maintenance innerduct as long as
CLC repairs the defective innerduct for use as a new maintenance
spare as soon as possible.
10.2. Where spare inner duct does not exist, PACIFIC shall allow CLC to
install inner duct in a spare PACIFIC conduit, provided that CLC
complies with applicable law and PACIFIC's construction standards.
11. Access to Private Easements
---------------------------
11.1. PACIFIC shall not block any third party assignment of ROW to CLC.
11.2. To the extent space is available, PACIFIC shall provide access to
ROWs it has obtained from a third party to CLC on a
nondiscriminatory, first-come, first-served basis, provided that any
underlying agreement with such third party permits PACIFIC to
provide such access, and provided that CLC agrees to indemnify
PACIFIC for any liability arising out of such access or use.
11.3. PACIFIC will, upon request by CLC, grant CLC access to any private
easement held by PACIFIC, in a mutually agreeable form of sub-
easement, assignment or other appropriate access. PACIFIC's charge
for such access shall be a pro rata portion of (a) the charge paid
by PACIFIC to the grantor of the easement and (b) any other
documented administrative and engineering costs incurred by PACIFIC
in obtaining the original easement, both of which shall be
determined on a case-by-case basis and calculated by taking into
account (i) the size of the area to be used by CLC and (ii) the
number of users of PACIFIC's easement. CLC shall also pay the
reasonable documented administrative cost incurred by PACIFIC in
processing such requests for access.
12. Dispute Resolution
------------------
12.1. If the parties are unable to agree on a matter involving access by
CLC to a ROW, conduit, innerducts, pole, entrance facility or
private easement owned or controlled by PACIFIC, either party may
submit the matter to the dispute resolution process set forth in
Attachment 3 to this Agreement or may invoke applicable dispute
resolution procedures described in the Act and the FCC's First
Interconnection Order, sections 1217 through 1231.
Page 5
<PAGE>
Attachment 7
Exhibit A
EMERGENCY RESTORAL PROCEDURES
1. General
-------
In the event of an emergency, restoration procedures may be affected by the
presence of CLC facilities in or on PACIFIC structures. While PACIFIC
maintains no responsibility for the repair of damaged CLC facilities
(except under a special maintenance contract), it must nonetheless control
access to CLC structures if restoral of affected facilities is to be
achieved in an orderly fashion.
2. Prioritizing
------------
Where PACIFIC and CLC are involved in emergency restorals, access to
PACIFIC's structures will be controlled by PACIFIC's Maintenance District
Manager or his/her on-site representative according to the following
guidelines:
2.1 Service Disruptions/Outages
2.1.1 While exercising its right to first access, PACIFIC should
grant nondiscriminatory access to all occupants in or on its
facilities and every effort should be made to accommodate as
many occupants as is reasonably safe. Therefore, reasonable,
simultaneous access will not be denied unless public or other
safety considerations would prohibit such access.
2.1.2 Where simultaneous access is not possible, access will next be
granted according to longevity in/on the structure (i.e.,
first in time, first in right). Where longevity in the
structure cannot be ascertained, access will be prioritized on
a first come, first served basis.
2.2 Service Affecting
2.2.1 While exercising its right to first access, PACIFIC should
grant nondiscriminatory access to all occupants in or on its
facilities and every effort should be made to accommodate as
many occupants as is reasonably safe. Therefore, reasonable,
simultaneous access will not be denied unless public or other
safety considerations would prohibit such access.
2.2.2 Where simultaneous access is not possible, access will next be
granted to occupants according to the level of damage to its
facilities and the likelihood that damage will result in
service disruption. Where likelihood that damage will result
is not clearly discernible, access will be granted according
to longevity in/on the structure (i.e., first in time, first
in right).
2.2.3 Where longevity in the structure cannot be ascertained, access
will be prioritized a first come, first served basis.
3.0 Point of Contact
----------------
When an emergency situation arises which necessitates CLC access to a
manhole after PACIFIC's normal business hours, CLC should call PACIFIC's
Interconnection Service
Page 1
<PAGE>
Attachment 7
Exhibit A
Center (ISC). All calls during normal business hours must be directed to
the appropriate PACIFIC Single Point of Contact (SPOC). For after-hours
calls, PACIFIC's ISC will contact the Maintenance Center responsible for
after-hours coverage of the affected area. The maintenance supervisor
contacted by the ISC will return CLC's call and will arrange for access
with on-call maintenance field personnel during the emergency condition.
Page 2
<PAGE>
ATTACHMENT 8
------------
PRICING
-------
<PAGE>
Attachment 8
PRICING
-------
1. Local Service Resale:
---------------------
The prices charged to CLC for resold Local Service shall be calculated
using the avoided cost discount set forth herein. The interim wholesale
discount shall be 17% off the applicable retail rate for all PACIFIC
services subject to resale. The interim discount shall remain in effect
until the Commission determines a different wholesale discount in any
proceeding subsequent to the Effective Date of this Agreement. Once so
determined by the Commission, said different wholesale discount shall apply
instead of the interim discount for the remaining Term of this Agreement.
The prices shall be based on PACIFIC's retail rates applicable on the
Effective Date, less the applicable discount. If PACIFIC changes its retail
rates after CLC executes this Agreement, the applicable discount shall be
applied to the changed retail rates from the time such changes become
effective.
1.1 Non-recurring Charges for Total Services Resale:
1.1.1 Non-recurring charge(s) shall be based on PACIFIC's retail
rates less the applicable discount.
1.1.2 Notwithstanding Section 1.1.1, unless changed by the
Commission, PACIFIC's non-recurring charge to switch a
customer who remains at the same location from PACIFIC's
retail service to CLC resold service shall be as specified by
Ordering Paragraph 13 of Decision No. 96-03-020; provided,
however, that once the Commission has approved non-recurring
charges for switching a customer from PACIFIC's retail service
to CLC resold service in the Open Access and Network
Architecture Development proceeding and those charges have
been included in the PACIFIC's tariffs, those charges shall
apply in lieu of the charges specified in Ordering Paragraph
13 of Decision 96-03-020. PACIFIC shall NOT charge any non-
recurring charges to otherwise switch a customer from
PACIFIC's retail service to CLC resold service. Except for the
costs of switching retail customers who remain at their
respective locations, PACIFIC may track its one-time, non-
recurring service order costs and seek recovery of these costs
in an appropriate Commission proceeding, which CLC shall have
the right to contest. In addition, the Parties disagree
whether the "no change-over charge" for resold services
specified in this section should apply in the following
circumstances: (1) when CLC moves an existing Link customer
(be it an existing CLC Link customer or that of another CLC)
to resold Local Service; (2) when CLC moves an existing resold
customer of another CLC to CLC's service. For the customer
movement identified in the previous sentence, PACIFIC may
track its non-recurring provisioning costs and its one-time
non-recurring service order costs and seek recovery of these
costs in an appropriate Commission proceeding, which CLC shall
have the right to contest.
2. Unbundled Network Elements
--------------------------
The recurring and non-recurring prices charged to CLC for Network Elements
are specified in Appendix 1 to this Attachment. The prices listed in the
Appendix are interim prices only and are subject to change to conform with
the rate for unbundled Network Elements and non-recurring charges adopted
by the Commission subsequent to the Effective Date of this Agreement. Once
Page 1
<PAGE>
Attachment 8
the Commission-determined prices are adopted, said prices will be
substituted for the interim prices and shall apply for the remainder of the
Term of this Agreement.
3. Collocation
-----------
On an interim basis, the rates contained in PACIFIC's Schedule Cal. P.U.C.
Tariff No. 175 T, Section 16, shall apply. Any collocation rates determined
by the Commission subsequent to the Effective Date of this Agreement shall
replace such interim rates.
4. Interconnection Services
------------------------
PACIFIC will make interconnection arrangements available at any technically
feasible point. At the discretion of CLC, local interconnection may be
accomplished via one-way local trunks, or two-way local trunks, or CLC may
choose to deliver both local and toll traffic over the same trunk group(s).
With respect to the latter scenario, CLC will have to provide Percent Local
Usage (PLU) to facilitate billing of the local interconnection rate. CLC's
PLU determination shall be subject to reasonable audit by PACIFIC pursuant
to Section 11 of this Agreement.
Prices and terms for Interconnection Services are specified in Appendix A
to this Attachment 8.
5. Right of Way, Conduits and Pole Attachments
-------------------------------------------
CLC shall pay PACIFIC a fee, determined by a methodology consistent with 47
U.S.C. Section 224 and the FCC's regulations thereunder for placement of
CLC's facilities in or on PACIFIC's poles, conduits or rights of way. Such
methodology is subject to change, by mutual agreement, in the event the FCC
issues new rules or the CPUC adopts rules setting forth a new methodology.
6. Other
-----
The following prices also shall apply:
6.1 E911 (when CLC orders this service as a facilities-based carrier):
PACIFIC's tariff rates shall apply.
6.2 PACIFIC shall provide RCF INP to CLC pursuant to the terms of the DNCF
tariff (including any modification subsequently adopted by the
Commission) filed by PACIFIC, except that the Parties (a) shall
establish accounts to track their own costs of providing INP pursuant
to this Agreement and (b) agree to recover such costs consistent with
FCC and Commission requirements at such time as such requirements are
established. Until any FCC or Commission order establishes different
cost recovery mechanism, a "bill and keep" arrangement will apply to
the ported segment of any ported call between the Porting Party's
switch and the Ported-to Party's switch.
6.3 References to PACIFIC's switched and special access tariffs or service
shall mean the rates in PACIFIC's intrastate (Cal. Schedule PUC 175-T)
or interstate (FCC No. 128) access tariff, as applicable, shall apply.
Such references shall include "NIC", "Local Switching", "Tandem
Transit Rate", "Tandem Switching", "RIC", and "CLCC".
6.4 Operator transfer: Where the Parties have agreed that CLC will pay
PACIFIC for operator transfer, PACIFIC's tariffed rate for this
service shall apply.
These rates shall remain in effect until the Commission determines
different rates in any proceeding subsequent to the Effective Date of this
Agreement. Once so determined by the
Page 2
<PAGE>
Attachment 8
Commission, said different rates shall apply instead of the rates set forth
herein for the remaining Term of this Agreement.
7. To Be Determined
----------------
In this Agreement, rates for certain services, Network Elements and
Combinations are specified as "To Be Determined" (TBD). In addition,
numerous provisions of this Agreement refer to prices set forth in
Attachment 8. In the event of such a reference in this Agreement where
there is no corresponding price in this Attachment 8, it shall be deemed to
be TBD if no applicable tariff exists, but shall be deemed to be per the
tariff if an applicable tariff exists. With respect to all TBD prices,
prior to CLC ordering any such TBD items, the Parties shall meet and confer
to establish a price. If no agreement is reached, the Parties shall refer
any disputes to the Alternative Dispute Resolution process set forth in
Attachment 3. Any rates set in arbitration shall be subject to modification
by any subsequent decision of the Commission. CLC shall be responsible for
payments of any such rates so established as ordered in arbitration or by
the Commission.
8. Identification and Recovery of Costs.
-------------------------------------
8.1 The full extent of development and implementation costs associated
with the provision of unbundled Network Elements or combinations of
unbundled Network Elements specified by this Agreement, reporting
requirements and other items provided under this Agreement are not
known at this time. PACIFIC will specifically track all development
and implementation costs in a manner consistent with generally
accepted accounting principles and report these amounts to the
Telecommunications Division of the Commission. PACIFIC shall also
track recovery of these development and implementation costs until
they are recovered as approved by the Commission.
8.2 With respect to unbundled Network Elements or combinations of
unbundled Network Elements which are specified in this Agreement,
PACIFIC shall charge CLC its proportionate share of development and
implementation costs, as approved by the Commission, based on usage,
in accordance with a methodology approved by the Commission. Charges
for unbundled Network Elements or combinations of unbundled Network
Elements shall reflect usage by PACIFIC and its affiliates as well as
other competitive local carriers.
8.3 For unbundled Network Elements or combinations of unbundled Network
Elements uniquely requested by CLC, the Parties shall agree on costs
for the development and implementation thereof and the terms for CLC's
payment of such costs prior to PACIFIC's initiation of such
development and implementation. If the Parties cannot agree, it shall
be submitted to alternative dispute resolution pursuant to Attachment
3. If additional carriers later use the same element or combination of
elements, PACIFIC will assess charges to each carrier for development
and implementation costs using the proportionate allocation procedure
described in Section 8.2 above, and credit or rebate to CLC
development and implementation costs previously paid to PACIFIC by CLC
to the extent such prior payments exceed CLC's proportionate
allocation. Similarly, if PACIFIC or its affiliates also use the same
element or combination of elements requested by CLC, then PACIFIC or
its affiliates shall share, using the proportionate allocation
procedure described in Section 8.2 above, in the costs of development
and implementation. Except as provided above, the provisions of
Section 1.6 of Attachment 6 shall apply hereto.
8.4 PACIFIC shall track its costs caused by service performance
requirements of this Agreement which specify service that is higher-
than-parity with service levels PACIFIC
Page 3
<PAGE>
Attachment 8
provides for comparable retail services or for similar services for other
competitive local carriers. For any such higher-than-parity service
requirement which causes significant additional costs, PACIFIC will charge
CLC such additional costs. If the Parties dispute such recovery, PACIFIC
may request Commission approval to charge CLC such costs.
Page 4
<PAGE>
Attachment 8 - Appendix A
<TABLE>
<CAPTION>
Prices for Unbundled Network Elements
- ----------------------------------------------------------------------------------------------------------------------------------
Service Order Connect Disconnect Change Order
-------------------- -------------------- -------------------- --------------------
NETWORK ELEMENTS Monthly Initial Additional Initial Additional Initial Additional Initial Additional
Recurring
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LOOP
Weighted 2-Wire $12.92 $37.31 $3.11 $111.65 $37.32 $74.99 $15.76 $136.85 $29.76
Basic Link
Weighted 4-Wire TBD TBD TBD TBD TBD TBD TBD TBD TBD
Basic Link
Assured $12.92 $25.23 $3.83 $217.28 $88.59 $ 71.95 $14.34 $179.69 $68.93
ISDN Option $17.25 $40.04 $2.98 $168.06 $71.50 $114.64 $38.31 $193.71 $68.97
Digital Link - 1.544 $88.68 $202.77 N/A $527.49 N/A $264.71 N/A $0.00 $0.00
Mbps
PBX TBD TBD TBD TBD TBD TBD TBD TBD TBD
Coin TBD TBD TBD TBD TBD TBD TBD TBD TBD
NETWORK INTERFACE N/A TBD TBD TBD TBD TBD TBD TBD TBD
DEVICE
LOCAL SWITCHING
CAPABILITY
Ports
- -----
2-Wire Port $3.49 $45.87 $6.80 $91.49 $46.38 $64.15 $7.31 $124.12 $52.23
Coin Port $3.58 $45.87 $6.80 $91.49 $46.38 $64.15 $7.31 $124.12 $52.23
Centrex Port $6.94 TBD TBD TBD TBD TBD TBD TBD TBD
Centrex System N/A $0.00 N/A $54.38 N/A $27.18 $27.18 $41.71 $41.71
Establishment
ISDN Port $16.76 TBD TBD TBD TBD TBD TBD TBD TBD
DID Port $6.08 TBD TBD TBD TBD TBD TBD TBD TBD
DID Number Block $1.47 N/A N/A $15.44 $15.44 $4.38 $4.38 $6.97 $6.97
Hunting-Business $0.30 $4.84 $4.84 $1.37 $1.37 $2.58 $0.74 $10.86 $2.78
DS-1 Line Port TBD TBD TBD TBD TBD TBD TBD TBD TBD
Ports Combined with
- -------------------
Loop
- ----
Ports (All) N/A $6.80 $6.80 $91.49 $46.38 $43.50 $7.31 $97.35 $53.23
Vertical Features
- -----------------
(weighted Avg.)
- ---------------
Call Forwarding $0.84 $0.82 $0.00 $1.37 $1.37 $1.46 $0.74 $8.15 $2.78
Variable
Busy Call Forwarding $0.83 $0.82 $0.00 $1.37 $1.37 $1.46 $0.74 $8.15 $2.78
Delayed Call $0.84 $0.82 $0.00 $1.37 $1.37 $1.46 $0.74 $8.15 $2.78
Forwarding
Call Waiting $0.84 $0.82 $0.00 $1.37 $1.37 $1.46 $0.74 $8.15 $2.78
Three Way Calling $0.84 $0.82 $0.00 $1.37 $1.37 $1.46 $0.74 $8.15 $2.78
Call Screen $0.86 $0.82 $0.00 $1.37 $1.37 $1.46 $0.74 $8.15 $2.78
Message Waiting $0.84 $0.82 $0.00 $1.37 $1.37 $1.46 $0.74 $8.15 $2.78
Indicator
Repeat Dialing $0.84 $0.82 $0.00 $1.37 $1.37 $1.46 $0.74 $8.15 $2.78
Call Return $0.84 $0.82 $0.00 $1.37 $1.37 $1.46 $0.74 $8.15 $2.78
Call Forwarding $0.84 $0.82 $0.00 $1.37 $1.37 $1.46 $0.74 $8.15 $2.78
Busy/Delay
Remote Call $1.76 $10.54 $2.11 $3.44 $3.44 $6.09 $6.09 $9.24 $9.24
Forwarding (Weighted)
Average)
Other Vertical TBD TBD TBD TBD TBD TBD TBD TBD TBD
Features
Basic Switching
- ---------------
Functions
- ---------
Interoffice-Originating
Setup per Attempt $0.006863
MOU $0.000875
Interoffice - Terminating
Setup per Call $0.007006
MOU $0.000900
Intraoffice
Setup per Call $0.016156
MOU $0.000900
Tandem Switching
Setup per Call $0.002943
MOU $0.000964
INTEROFFICE
TRANSMISSION
Trunk Port Termination
- ----------------------
End Office Dedicated $18.01 $47.87 TBD $277.45 TBD $126.17 $2.04 $288.29 $4.67
DS-1 Port
Tandem Dedicated DS-1 $18.01 TBD TBD TBD TBD TBD TBD TBD TBD
Port
CLC Switched Service
Establishment
1AESS N/A TBD TBD TBD TBD TBD TBD TBD TBD
5ESS N/A TBD TBD TBD TBD TBD TBD TBD TBD
DMS100 N/A TBD TBD TBD TBD TBD TBD TBD TBD
</TABLE>
Page 1
<PAGE>
<TABLE>
<CAPTION>
Attachment 8 - Appendix A
Prices for Unbundled Network Elements
- ------------------------------------------------------------------------------------------------------------------------------------
Service Order Connect Disconnect Change Order
NETWORK ELEMENTS Monthly Initial Additional Initial Additional Initial Additional Initial Additional
Recurrring
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Transport
- ----------------
Zone 1
Fixed Mileage $0.000472 N/A N/A N/A N/A N/A N/A N/A N/A
Variable Mileage $0.000015
Zone 2
Fixed Mileage $0.000472 N/A N/A N/A N/A N/A N/A N/A N/A
Variable Mileage $0.000019
Zone 3
Fixed Mileage $0.000479 N/A N/A N/A N/A N/A N/A N/A N/A
Variable Mileage $0.000020
Zone 4
Fixed Mileage $0.000506 N/A N/A N/A N/A N/A N/A N/A N/A
Variable Mileage $0.000024
Dedicated Transport
- -------------------
Voice Grade Dedicated
- ---------------------
Transport
- ---------
Zone 1
Fixed Mileage $2.75 TBD TBD TBD TBD TBD TBD TBD TBD
Variable Mileage $0.14
Zone 2
Fixed Mileage $2.76 TBD TBD TBD TBD TBD TBD TBD TBD
Variable Mileage $0.16
Zone 3
Fixed Mileage $2.81 TBD TBD TBD TBD TBD TBD TBD TBD
Variable Mileage $0.17
Zone 4
Fixed Mileage $3.05 TBD TBD TBD TBD TBD TBD TBD TBD
Variable Mileage $0.22
DS-1 Dedicated
- --------------
Transport
- ---------
Zone 1
Fixed Mileage $28.00 $47.87 TBD $393.97 TBD $234.55 $0.20 $448.66 $1.23
Variable Mileage $1.22
Zone 2
Fixed Mileage $28.01 $47.87 TBD $393.97 TBD $234.55 $0.20 $448.66 $1.23
Variable Mileage $1.54
Zone 3
Fixed Mileage $28.48 $47.87 TBD $393.97 TBD $234.55 $0.20 $448.66 $1.23
Variable Mileage $1.69
Zone 4
Fixed Mileage $30.53 $47.87 TBD $393.97 TBD $234.55 $0.20 $448.66 $1.23
Variable Mileage $2.03
DS-3 Dedicated
- --------------
Transport
- ---------
Zone 1
Fixed Mileage $300.47 $47.87 TBD $393.97 TBD $234.55 $0.20 $448.66 $1.23
Variable Mileage $21.99
Zone 2
Fixed Mileage $302.56 $47.87 TBD $393.97 TBD $234.55 $0.20 $448.66 $1.23
Variable Mileage $30.06
Zone 3
Fixed Mileage $308.17 $47.87 TBD $393.97 TBD $234.55 $0.20 $448.66 $1.23
Variable Mileage $34.22
Zone 4
Fixed Mileage $357.83 $47.87 TBD $393.97 TBD $234.55 $0.20 $448.66 $1.23
Variable Mileage $41.54
Shared Transport
- ----------------
Zone 1
Fixed Mileage $0.000883 N/A N/A N/A N/A N/A N/A N/A N/A
Variable Mileage $0.000015
Zone 2
Fixed Mileage $0.000883 N/A N/A N/A N/A N/A N/A N/A N/A
Variable Mileage $0.000019
Zone 3
Fixed Mileage $0.000890 N/A N/A N/A N/A N/A N/A N/A N/A
Variable Mileage $0.000020
Zone 4
Fixed Mileage $0.000922 N/A N/A N/A N/A N/A N/A N/A N/A
Variable Mileage $0.000024
With Option C LSNE ICB
MULTIPLEXING
DS-O/DS-1 MUX $235.71 $47.87 N/A $453.20 N/A $226.44 $226.44 $0.00 $0.00
DE-1/DS-3 MUX $260.30 $47.87 N/A $466.59 N/A $228.47 $228.47 $0.00 $0.00
DCS TBD TBD TBD TBD TBD TBD TBD TBD TBD
USCC $20.95 TBD TBD TBD TBD TBD TBD TBD TBD
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2
<PAGE>
Attachment 8 - Appendix A
Prices for Unbundled Network Elements
<TABLE>
<CAPTION>
Service Order Connect Disconnect Change Order
Monthly -------------------- -------------------- -------------------- --------------------
NETWORK ELEMENTS Recurring Initial Additional Initial Additional Initial Additional Initial Additional
- ---------------- --------- ------- ---------- ------- ---------- ------- ---------- ------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SIGNALING SYSTEM 7
(SS7)
STP Port FCC Tariff 128
SS7 Link FCC Tariff 128
Link Mileage FCC Tariff 128
800 Database FCC Tariff 128
LIDB Query FCC Tariff 128
Transit Signaling TBD
OPERATOR SERVICES
Directory Assistance $0.38 N/A N/A N/A N/A N/A N/A N/A N/A
Per Call
Operator Services per $0.02967 N/A N/A N/A N/A N/A N/A N/A N/A
Work Sec
COLLECTION
EISCC Combined with
- -------------------
Loop
- ----
Basic $1.17 $3.11 $3.11 $120.22 $94.70 $61.28 $61.28 $1.84 $1.84
DS-0 $17.52 $3.11 $3.11 $141.84 $116.32 $65.03 $65.03 $1.84 $1.84
DS-1 $17.96 $3.11 $3.11 $193.24 $167.72 $71.32 $71.32 $1.84 $1.84
DS-3 $88.80 $3.11 $3.11 $189.54 $164.02 $69.98 $69.98 $1.84 $1.84
EISCC
- -----
Basic $1.17 $36.57 $7.31 $120.22 $94.70 $79.59 $79.59 $0.00 $0.00
DS-0 $17.52 $36.57 $7.31 $141.84 $116.32 $83.33 $83.33 $0.00 $0.00
DS-1 $17.96 $36.57 $7.31 $193.24 $167.72 $89.62 $89.62 $0.00 $0.00
DS-3 $88.80 $36.57 $7.31 $189.54 $164.02 $88.29 $88.29 $0.00 $0.00
Entrance Facilities
- -------------------
2-Wire Voice $59.95 $54.40 $54.40 $161.52 $161.52 $94.63 $94.63 $21.51 $21.51
4-Wire Voice TBD TBD TBD TBD TBD TBD TBD TBD TBD
DS-1 $98.60 $33.79 $33.79 $346.84 $346.84 $215.34 $215.34 $0.00 $0.00
DS-3 w/ equip $1,068.65 $54.39 $54.39 $411.06 $411.06 $141.95 $141.95 $0.00 $0.00
DS-3 w/o equip $395.91 $54.39 $54.39 $396.85 $396.85 $141.95 $141.95 $0.00 $0.00
</TABLE>
Page 3
<PAGE>
ATTACHMENT 9
------------
(Attachment 9 has been intentionally omitted)
<PAGE>
ATTACHMENT 10
-------------
COLLOCATION
-----------
<PAGE>
Attachment 10
COLLOCATION
-----------
1. Introduction
------------
This Attachment 10 sets forth the descriptions and requirements for
Collocation that PACIFIC agrees to offer to CLC under this Agreement.
2. Collocation
-----------
2.1. Definitions:
2.1.1. Physical collocation is defined in 47 C.F.R. Section 51.5.
2.1.2. Virtual collocation is defined in 47 C.F.R. Section 51.5.
2.2. Technical Requirements
2.2.1. PACIFIC will provide for Physical Collocation and Virtual
Collocation of CLC's transport facilities and termination
equipment for interconnection of CLC's network facilities to
PACIFIC's network or access to unbundled network elements.
Such collocation shall be provided on a nondiscriminatory
basis in accordance with the requirements of the Act and the
FCC's rules thereunder. On an interim basis, the rates
contained in PACIFIC's Schedule Cal.P.U.C Tariff No. 175-T,
Section 16, and FCC Tariff No. 128, Section 16, shall apply.
The collocation rates determined by the CPUC in Application
No. 96-08-040 or in the OANAD proceeding shall replace such
interim rates.
Collocation shall be established within the time frames
provided in PACIFIC's Schedule Cal. P.U.C. Tariff No. 175-T,
Section 16 (pursuant to Commission Decision No. 95-04-073), as
the same may be amended from time to time, which time frame is
currently 120 days in most cases. PACIFIC will promptly notify
CLC upon completion of construction of Collocation
arrangements and will permit CLC's use thereof as soon as such
arrangements are available.
2.2.2. PACIFIC shall permit collocation of any type of equipment used
or useful for interconnection or access to unbundled network
elements, in accordance with the Act and sections 579 through
582 of the FCC's First Interconnection Order. Such equipment
includes but is not limited to transmission equipment, such as
optical terminating equipment and multiplexers, equipment for
the termination of basic transmission facilities and such
additional types of equipment that may be agreed to by the
parties or designated in future FCC or The Commission rulings.
If a request by CLC to collocate is denied on the basis of the
equipment to be installed by CLC, PACIFIC shall prove to the
The Commission that such equipment is not "necessary" as
defined by the FCC for interconnection or access to unbundled
network elements.
Page 1
<PAGE>
Attachment 10
2.2.3. When PACIFIC provides Physical Collocation, Virtual
Collocation or both to CLC, PACIFIC shall provide an
interconnection point or points, physically accessible by both
PACIFIC and CLC, at which the fiber optic cable carrying CLC's
circuits can enter PACIFIC's premises, provided that PACIFIC
will designate interconnection points as close as reasonably
possible to its premises. PACIFIC will provide at least two
such interconnection points at each PACIFIC premise at which
there are at least two entry points for PACIFIC's cable
facilities and at which space is available for new facilities
in at least two of those entry points. PACIFIC will permit
interconnection of copper or coaxial cable if such
interconnection is first approved by the Commission. Upon
request by CLC, PACIFIC will permit Physical Collocation of
microwave transmission facilities except where such Physical
Collocation is not practical for technical reasons or because
of space limitation, in which case PACIFIC will permit Virtual
Collocation of such facilities where technically feasible.
2.2.4. When providing Virtual Collocation, PACIFIC will, at a
minimum, install, maintain, and repair collocated equipment
for CLC within the same time periods and with failure rates
that are no greater than those that apply to the performance
of similar functions for comparable equipment of PACIFIC;
provided, if CLC utilizes non-standard equipment or equipment
not used by PACIFIC at the same location, CLC shall pay for
(a) any special equipment PACIFIC must purchase, and (b) the
training of PACIFIC personnel required for PACIFIC to install
or maintain such nonstandard or special equipment.
2.2.5. PACIFIC will make space available within or on its premises to
CLC and other requesting telecommunications carriers on a
first-come, first-served basis, provided, however, that
PACIFIC will not be required to lease or construct additional
space to provide for Physical Collocation when existing space
has been exhausted. To the extent possible, PACIFIC will make
contiguous space available to CLC if CLC seeks to expand an
existing collocation space. When planning renovations of
existing facilities or constructing or leasing new facilities,
PACIFIC shall take into account projected demand for
collocation space. PACIFIC may retain a limited amount of
floor space for PACIFIC's own specific future uses for a time
period up to one year on terms no more favorable to PACIFIC
than those that apply to other telecommunications carriers
seeking to reserve collocation space for their own future use.
PACIFIC shall relinquish any space held for future use before
denying a request for virtual collocation on grounds of space
limitations, unless PACIFIC proves to the Commission that
virtual collocation at that point is not technically feasible.
PACIFIC may impose reasonable restrictions on its provision of
additional unused collocation space ("warehousing") as
described in Section 586 of the First Interconnection Order to
collocating telecommunications carriers, provided, however,
that PACIFIC shall not set a maximum space limitation on CLC
unless PACIFIC proves to the Commission that space constraints
make such restrictions necessary.
2.2.6. PACIFIC will permit CLC to collocate equipment and use such
equipment to access unbundled Network Elements obtained from
PACIFIC and will not require CLC to bring its own transmission
facilities to PACIFIC's
Page 2
<PAGE>
Attachment 10
premises in which CLC seeks to collocate equipment for
purposes of access to unbundled Network Elements.
2.2.7. PACIFIC will permit CLC to interconnect its network with that
of another collocating telecommunications carrier at PACIFIC's
premises and to connect its collocated equipment to the
collocated equipment of another telecommunications carrier
within the same premises provided that the collocated
equipment is also used for interconnection with PACIFIC or for
access to PACIFIC's unbundled Network Elements. PACIFIC will
provide the connection between the equipment in the collocated
spaces of two or more telecommunications carriers via EISCCs
and any necessary DCS or other equipment at the requesting
competitive local carrier's expense, unless PACIFIC permits
one or more of the collocating parties to provide this
connection for themselves. PACIFIC need not permit collocating
telecommunications carriers to place their own connecting
transmission facilities within PACIFIC's premises outside of
the actual Physical Collocation space.
2.2.8. Transferring CLC interconnection from PACIFIC's current access
service transport or entrance facilities to EISCCs will be
accomplished within a mutually agreed-upon time frame;
however, to ensure a smooth transition from such access
services to EISCCS, CLC must provide forecasts of its future
needs for EISCC capacity by location at least 90 days in
advance of its desired transition date.
2.2.9. PACIFIC will permit CLC to subcontract the construction of
Physical Collocation arrangements with contractors approved by
PACIFIC, provided that PACIFIC will not unreasonably withhold
approval of contractors. Approval by PACIFIC will be based on
the same criteria PACIFIC uses in approving contractors for
its own purposes.
2.2.10. PACIFIC shall provide an EISCC for intraoffice cross-connect
(e.g., DS0, DS1, DS3, OC3, OC12, OC48, and STS-1 terminations)
as requested by CLC, to meet CLC's need for placement of
equipment, interconnection, or provision of service at rates
specified in Attachment 8.
2.2.11. Other than reasonable security restrictions described in
Attachment 16, PACIFIC shall place no restriction on access to
the CLC collocated space by CLC's employees and designated
agents. Such space shall be available to CLC designated agents
24 hours per day each day of week. PACIFIC will not impose
unreasonable security restrictions at the premises. CLC
personnel may, with an escort provided by PACIFIC, inspect
equipment in a virtual collocation location upon and after
installation.
2.2.12. CLC shall have the right, at the point of termination for the
EISCC, to assign which tie pair facilities and which channels
on multiplexers, concentrators or other equipment under CLC's
control are used for service in the collocated space.
2.2.13. PACIFIC shall allow CLC to select its own vendors for all
required engineering and installation services associated with
its collocated
Page 3
<PAGE>
Attachment 10
equipment (e.g., PACIFIC shall not require CLC to utilize
PACIFIC's internal engineering or installation work forces for
the engineering and installation of CLC's collocated
equipment). Installation of equipment in the collocated space
must comply with PACIFIC's Installation and Job Acceptance
handbook, which has been provided to CLC.
2.2.14. CLC may install monitoring equipment in the collocated space
to carry data back to CLC's work center for analysis.
2.2.15. PACIFIC shall provide at CLC's request common telephone
service with a connection jack from PACIFIC for the Collocated
space. Upon CLC's request, this service shall be available at
the CLC collocated space on the day that the space is turned
over to CLC by PACIFIC.
2.2.16. PACIFIC shall provide adequate lighting, ventilation, power,
heat, air conditioning, and other environmental conditions for
CLC's space or equipment. These environmental conditions shall
adhere to Bell Communication Research (Bellcore) Network
Equipment-Building System (NEBS) standards.
2.2.17. PACIFIC shall provide access to existing eyewash stations,
shower stations, and bathrooms within the collocated facility
on a 24 hours per day and 7 days per week basis for CLC
personnel and its designated agents.
2.2.18. PACIFIC agrees to negotiate requests by CLC for diversity of
fiber or power cabling on an individual case basis.
2.2.19. PACIFIC shall protect as proprietary to CLC all
information provided by CLC in requesting or maintaining a
collocation arrangement. PACIFIC shall not provide such
information to any third parties and shall limit access to the
information to PACIFIC employees having a need to know.
2.2.20. PACIFIC shall participate in and adhere to negotiated service
guarantees, Performance Standards, and ISO reviews.
2.2.21 PACIFIC will complete a Environmental Health & Safety
Questionnaire for each building that collocated space is
provided in. CLC may provide this questionnaire with its
collocation request and PACIFIC shall return it to CLC no
later than the first meeting between representatives of CLC
and PACIFIC scheduled to discuss implementation of a
collocation application, which generally shall be scheduled
within thirty (30) days after CLC's collocation request
("First Customer Meeting").
2.2.22. PACIFIC shall provide CLC with written notice five (5)
business days prior to those instances where PACIFIC or its
subcontractors may be undertaking a major construction project
in the general area of the collocated space occupied by CLC or
in the general area of the AC and DC power plants which
support CLC equipment. PACIFIC will inform CLC by telephone of
any emergency related activity that PACIFIC or its
subcontractors may be performing in the general area of the
collocated
Page 4
<PAGE>
Attachment 10
space occupied by CLC or in the general area of the AC
and DC power plants which support CLC equipment.
Notification of any emergency related activity shall be
made immediately prior to the start of the activity so
that CLC can take any action required to monitor or
protect its service.
2.2.23. PACIFIC shall construct the Collocated space in
compliance with CLC's collocation request for cable
holes, ground bars, doors, and convenience outlets.
2.2.24. CLC and PACIFIC will complete an acceptance walk through
of all collocated space requested from PACIFIC.
Exceptions that are noted during this acceptance walk
through shall be corrected by PACIFIC within five (5)
days after the walk through. The correction of these
exceptions from the original collocation request shall be
at PACIFIC's expense.
2.2.25. PACIFIC shall provide the following to CLC no later than
the First Customer Meeting:
2.2.26. Non-architectural drawings depicting the exact location
and dimensions of the collocated space and any physical
obstructions.
2.2.26.1. PACIFIC shall provide Telephone Equipment
detailed drawings depicting the exact path with
dimensions for CLC outside plant fiber
ingress/egress into CLC space no later than the
first customer meeting.
2.2.26.2. Telephone Equipment drawings depicting the
exact location, type, and cable termination
requirements (i.e. connector type/number and
type of pairs, naming convention, etc.) for
PACIFIC Point of Termination Bay(s).
2.2.26.3. PACIFIC or industry technical publication
guidelines that impact the design of PACIFIC
collocated equipment.
2.2.26.4. Work restriction guidelines.
2.2.26.5. Escalation process for the PACIFIC
representatives (names, telephone numbers,
escalation order) for any disputes or problems
that might arise pursuant to CLC's collocation.
2.2.26.6. PACIFIC contacts (name and telephone number)
for the following areas:
2.2.26.6.1. Engineering
2.2.26.6.2. Physical & Logical Security
2.2.26.6.3. Provisioning
Page 5
<PAGE>
Attachment 10
2.2.26.6.4.Billing
2.2.26.6.5.Operations
2.2.26.6.6.Site and/or Building Managers
2.2.26.7. PACIFIC will provide access to CLC to the PACIFIC
Point of Termination bays where cabling from CLC's
collocated space is terminated for connection to
PACIFIC tie pairs.
2.2.27. PACIFIC shall provide positive confirmation to CLC when
construction of CLC Collocated space is underway. No later
than the second meeting of CLC and PACIFIC representatives
scheduled to address a collocation application ("Second
Customer Meeting"), PACIFIC shall notify CLC of the scheduled
completion and turnover dates, and shall provide CLC the
following:
2.2.27.1. Drawings depicting the exact path, with dimensions,
for CLC's fiber ingress/egress into the collocated
space.
2.2.27.2. Power cabling connectivity information, including
drawings, identifying the sizes and number of power
feeders.
2.2.28. Power as referenced in this document refers to any electrical
power source supplied by PACIFIC for CLC equipment or
unbundled network elements. Power supplied by PACIFIC will
support unbundled network elements or CLC equipment at
equipment specific DC and AC voltages. At a minimum, the power
supplied to CLC, should be at narity with PACIFIC. Where
PACIFIC performance, availability, restoration, etc. falls
below industry standards, PACIFIC shall bring itself into
compliance with such industry standards as soon as
technologically feasible.
2.2.28.1. Central office power supplied by PACIFIC into the
CLC equipment area, should be supplied in the form
of power feeders (cables) on cable racking into the
designated CLC equipment area. The power feeders
(cables) should efficiently and economically support
the requested quantity and capacity of CLC
equipment. The termination location should be as
requested by CLC. The number of feeder cables
requested by CLC, in order to provide maximum
reliability to customers, is directly dependent upon
the power requirements of the equipment and
facilities collocated by CLC. The number of feeder
cables shall be determined by the manufacturer's
recommendation as provided in equipment
specifications.
2.2.28.2. PACIFIC and CLC will negotiate resolution of CLC
requests for specific size and amperage of power
feed based on standard engineering practices.
2.2.28.3. PACIFIC power equipment supporting CLC's equipment
shall:
Page 6
<PAGE>
Attachment 1O
2.2.28.3.1.Comply with applicable industry standards
(Bellcore, NEBS, IEEE, etc.) for
equipment installation, cabling
practices, and physical equipment layout;
2.2.28.3.2.Have redundant power feeds with physical
diversity and battery back-up at minimum
at parity with that provided for similar
PACIFIC equipment;
2.2.28.3.3.Provide central office ground, connected
to a ground electrode located within the
CLC collocated space, at a level above
the top of CLC equipment +/- 2 feet to
the left or right of CLC's final request;
2.2.28.3.4.Provide feeder capacity and quantity to
support the ultimate equipment layout for
CLC equipment in accordance with CLC's
collocation request;
2.2.28.3.5.Provide documentation submitted to and
received from contractors for any
contractor bids for any work being done
on behalf of CLC (this includes but is
not limited to power supplies, and cage
construction);
2.2.28.3.6.Provide an installation sequence and
access that will allow installation
efforts in parallel without jeopardizing
personnel safety or existing CLC
services;
2.2.28.3.7.Provide power plant alarms that adhere to
Bell Communication Research (Bellcore)
Network Equipment-Building System (NEBS)
standards TR-EOP-000063; and
2.2.28.3.8.Provide cabling that adheres to Bell
Communication Research (Bellcore) Network
Equipment-Building System (NEBS)
standards TR-EOP-000063.
2.2.28.4.PACIFIC will provide CLC with written notification
within ten (10) business days of any scheduled AC or
DC power work or related activity in the collocated
facility that will cause an outage or any type of
power disruption to CLC equipment located in PACIFIC
facility. PACIFIC shall provide CLC immediate
notification by telephone of any emergency power
activity that would impact CLC equipment.
2.2.28.5.PACIFIC employees with keys to the collocation area
will be permitted to enter the CLC collocated space
only during an emergency, or for annual compliance
reviews of the work areas.
2.2.28.6.PACIFIC shall ensure that the collocation equipment
areas comply with all applicable fire and safety
codes.
Page 7
<PAGE>
Attachment 10
1.1. Technical References.
1.1.1. PACIFiC shall provide Collocation in accordance with
applicable published technical references.
Page 8
<PAGE>
ATTACHMENT 11
-------------
PROVISIONING AND ORDERING
-------------------------
<PAGE>
Attachment 11
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Section Page
1. Network Deployment 1
2. General Provisioning Requirements 1
3. Specific Provisioning Process Requirements 2
4. General Ordering Requirements 4
5. Ordering Interfaces 4
6. PACIFIC Provision of Information 5
7. Order Format and Data Elements for Individual Network Elements
AND Combinations 5
8. Performance Requirements 7
9. Account Maintenance 12
</TABLE>
Appendix A
Exhibit 1
<PAGE>
Attachment 11
PROVISIONING AND ORDERING
1. Network Deployment
------------------
Throughout the term of this Agreement, the quality of the technology,
equipment, facilities, processes, and techniques (including, without
limitation, such new architecture, equipment, facilities, and interfaces as
PACIFIC may deploy) that PACIFIC provides to CLC under this Agreement must
be at least equal in quality to that provided by PACIFIC to itself.
2. General Provisioning Requirements
---------------------------------
2.1. Subject to the requirements of Attachment 6, CLC may order Network
Elements either individually or in any combination. Combinations
("Combinations") consist of multiple Network Elements to enable CLC
to provide service in a geographic area or to a specific customer and
that are placed on the same order by CLC. To the extent that
Combinations or unbundled Network Elements are related and logically
associated with one another, Combinations may be ordered with a
single order.
2.2. PACIFIC shall provide all provisioning services to CLC during the
same business hours that PACIFIC provisions similar services for its
end user customers. Currently, those hours are Monday through Friday
from 8:00 a.m. to 5:30 p.m. PST. CLC may request PACIFIC to provide
Sunday, holiday, and/or off-hour provisioning services. If CLC
requests that PACIFIC perform provisioning services at times or on
days other than as required in the preceding sentence, PACIFIC shall
provide CLC a quote for such services, consistent with PACIFIC's
rates and terms for similar services to PACIFIC's end user
customers, at the rates set forth in Attachment 8. If CLC requests
any service for which a quote is not set forth in Attachment 8,
PACIFIC will provide CLC a quote based on state wide average rates
for the services performed. If CLC accepts PACIFIC's quote, PACIFIC
shall perform such provisioning services.
2.3. PACIFIC's LISC is the Single Point of Contact (SPOC) for all ordering
contacts and order flow involved in the purchase of Network Elements
or Combinations. The SPOC shall provide an electronic interface
twenty-four (24) hours a day, seven (7) days a week for all ordering
order flows at parity with that PACIFIC provides to itself or
affiliates. Currently, several systems are less than twenty-four
(24) hours per day seven (7) days per week. These systems, without
limitation, and their current hours, are as follows:
2.3.1. CESAR/CLEO, Monday through Friday 7 am to 11 PM, Saturday
7 AM through 5 PM
2.3.2. PREMIS, Monday through Saturday 6 AM through 11 PM
2.3.3. BOSS, Monday through Saturday 6 AM through 11 PM
2.3.4. SORD, Monday through Friday, 6 AM through 11 PM, Saturday
6 AM through 7 PM
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<PAGE>
Attachment 11
2.3.5. Scheduled Maintenance, one Sunday per month
2.3.6. Scheduled changes to all systems, e.g., CESAR 7 PM every
third Wednesday, etc.
2.4. The SPOC shall also provide to CLC a toll-free nation-wide telephone
number (operational during the same hours as PACIFIC provides to its
own end user customers, currently from 8:00 a.m. to 5:30 p.m., Monday
through Friday) which will be answered by capable staff trained to
answer questions and resolve problems in connection with the
provisioning of Local Service, Network Elements or Combinations.
2.5. PACIFIC and CLC shall mutually agree upon interface contingency and
disaster recovery plans for the ordering and provisioning of Local
Service, Network Elements or Combinations.
2.6. PACIFIC will recognize CLC as the customer of record of all Network
Elements or Combinations ordered by CLC and will send all notices,
invoices and pertinent information directly to CLC.
3. Specific Provisioning Process Requirements
------------------------------------------
3.1. Subject to Attachment 6, when CLC orders the LSNE (either
individually or as part of a Combination), CLC may also obtain all
currently deployed features and functions from the specified PACIFIC
switch. If CLC requests a feature or function that is technically
available but not deployed in a particular switch, PACIFIC shall
provide CLC a quote pursuant to Section 1.6 of Attachment 6. If CLC
accepts the quote, PACIFIC shall deploy the feature pursuant to the
time frames and charges set forth in the quote. In the event that the
parties cannot agree on the deployment of, or price for such features
CLC may seek Alternative Dispute Resolution pursuant to Attachment 3
of the Agreement.
3.2. When requested by CLC and at CLC's option, PACIFIC will schedule
installation appointments (PACIFIC employee dispatch) with PACIFIC's
representative on the line with CLC's representative or provide CLC
access to PACIFIC's scheduling system through a mutually agreed upon
Electronic Interface. PACIFIC will provide appropriate training to
all PACIFIC employees who may communicate, either by telephone or
face-to-face, with CLC Customers. Such training shall instruct the
PACIFIC employees not to disparage or discriminate against CLC, its
products or services and shall comply with the branding requirements
of this Agreement.
3.3. Upon request from CLC, PACIFIC will provide an intercept referral
message for LSNE that includes any CLC telephone number on the same
basis as such service is available for similarly situated PACIFIC
customers, and PACIFIC will provide directory updates at the next
publication. This intercept referral message shall be approved by CLC
and shall be similar in format to the intercept referral messages
currently provided by PACIFIC for its own end-users. Custom messages
or extension in duration of the referral shall be subject to the
charges set forth in Attachment 8.
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<PAGE>
Attachment 11
3.4. PACIFIC will provide CLC with a Firm Order Confirmation (FOC) for
each order, within four (4) Business hours of PACIFIC's receipt of
each accurate and complete electronically submitted order. In the
absence of an electronically submitted order, the time frame for a
FOC for manually received orders will be as mutually agreed. In the
case of a Network Elements or Combinations, the FOC must contain an
enumeration of CLC's ordered Network Elements or Combinations (and
the specific PACIFIC naming convention applied to that Network
Element or Combination), features, options, physical interconnection,
quantity, and PACIFIC commitment date for order completion (Committed
Due Date).
3.5. Upon completion of the order, PACIFIC will provide CLC electronically
(unless otherwise notified by CLC) with an Order Completion per order
that states when that order was completed. PACIFIC shall respond with
specific order detail as enumerated on the FOC and shall state any
additional charges (e.g., Time and Cost charges) up to a previously
agreed upon limit associated with that order.
3.6. For new Network Elements developed based on Section 1.6 of Attachment
6, the Parties will mutually agree on the testing to be used.
3.7. When CLC electronically orders a Local Service, Network Element or
Combination, PACIFIC shall provide notification electronically of any
instances when (1) PACIFIC's Committed Due Dates are in jeopardy of
not being met by PACIFIC on any Network Element or feature contained
in any order for Local Service, Network Elements or Combinations or
(2) an order contains Rejections/Errors in any of the data element(s)
fields. Such notice will be made as soon as the jeopardy or reject is
identified. When NDM or EBI is available and CLC elects to place a
manual order, PACIFIC may notify CLC of a jeopardy or reject
condition via facsimile or telephone call to the CLC contact
identified on the order. In all cases, PACIFIC shall concurrently
indicate its new committed due date.
3.8. At CLC's request, PACIFIC will perform co-operative testing with CLC
(including trouble shooting to isolate any problems) to test Local
Service, Network Elements or Combinations purchased by CLC in order
to identify any performance problems identified at turn-up of the
service.
3.9. PACIFIC shall inform CLC if a customer action results in reassignment
of an AIN trigger from a CLC AIN application to some other service
provider's application. Such notification shall be completed within
twenty-four (24) hours of the action via electronic interface as
described in the Account Maintenance requirements specified in this
Attachment.
3.10. Testing of AIN based services in PACIFIC's AIN test laboratory will
identify feature interactions with existing switch-based or other
types of services. PACIFIC will provide CLC with a list of feature
interactions uncovered during testing of any services. Disclosure of
feature interactions to CLC's end user will be CLC's sole
responsibility.
3.11. PACIFIC shall provision correct AIN triggers based on services
ordered by CLC on its provisioning order.
Page 3
<PAGE>
Attachment 11
4. General Ordering Requirements
-----------------------------
4.1. Upon CLC's request through a Suspend/Restore Order for LSNE or a
Combination containing LSNE, PACIFIC shall suspend or restore the
functionality of any Network Element or Combination to the extent
technically feasible. PACIFIC shall implement any restoration
priority on a per Network Element or Combination basis in a manner
that conforms with CLC requested priorities and any applicable
regulatory policy or procedures. The charges for a Suspend/Restore
are set forth in Attachment 8.
4.2. PACIFIC shall provide to CLC the functionality of blocking calls
e.g., 900, 976 or international calls) by line.
4.3. Subject to Section 271(e)(2)(B), when intraLATA presubscription is
permissible in California, when ordering a Local Switching Element,
CLC may order from PACIFIC separate interLATA and intraLATA routing
(i.e., 2 PICs where available) on a line.
4.4. As directed by CLC, when CLC orders a Network Element or Combination,
all pre-assigned trunk or telephone numbers currently associated with
that Network Element or Combination shall be retained, if directed by
CLC, without loss of feature capability and without loss of
associated Ancillary Functions including, but not limited to,
Directory Assistance and 911/E911 capability, unless technically
infeasible.
4.5. When CLC orders Network Elements or Combinations that are currently
interconnected and functional, such Network Elements and Combinations
will remain interconnected and functional without any disconnection
or disruption of functionality. This shall be known as Contiguous
Network Interconnection of network elements. There shall be no
additional charge for such interconnection.
5. Ordering Interfaces
-------------------
5.1. PACIFIC shall provide to CLC an Electronic Interface (EI) for
transferring and receiving orders, FOCs, Service Completions, and
other provisioning data and materials as set forth in Appendix A and
at the rates set forth in Attachment 8.
5.2. When ordering a LSNE, subject to the implementation schedule in this
Agreement, CLC's representatives will have real-time access to
PACIFIC customer information systems which will allow the CLC
representatives to perform the following tasks:
5.2.1. Obtain customer service record, including customer name,
billing and service address, billing telephone number(s),
current participation in Voluntary Federal Customer Financial
Assistance Program if available, Telephone Relay, and other
similar services, and identification of PACIFIC features and
services subscribed to by customer. CLC will provide PACIFIC
with the written approval of residential customers or, in the
case of a business customer, CLC will provide a written
request indicating that CLC has the customer's consent, in
each case for the release of and identification of PACIFIC-
provided features and services;
Page 4
<PAGE>
Attachment 11
5.2.2. Obtain information on all features and services available, in
end-office where customer is provisioned;
5.2.3. Enter the order for the desired features and services;
5.2.4. Provide an assigned telephone number (if the customer does
not have one assigned). Reservation and aging of these
numbers remain PACIFIC's responsibility;
5.2.5. Establish the appropriate directory listing;
5.2.6. Provide service availability dates to the customer;
5.2.7. Provide information regarding dispatch/installation schedule,
if applicable;
5.2.8. Order local, intraLATA toll and access to long distance
service in a single, unified order;
5.2.9. Suspension, termination, or restoral of service where
technically feasible.
6. PACIFIC Provision of Information
--------------------------------
6.1. PACIFIC shall provide to CLC upon request:
6.1.1. A list of all services and features technically available
from each switch that PACIFIC may use to provide a Local
Switching Element, by switch CLLI;
6.1.2. A listing by street address detail, of the service coverage
area of each wire center;
6.1.3. All engineering design and layout information for each
Network Element and Combination, in response to an order for
the Network Element or Combination;
6.1.4. A listing of all technically available functionalities for
each Network Element or Combination, in response to an order
for the Network Element or Combination; and
6.1.5. As long as PACIFIC remains the code administrator for
California, notice of any NPA relief planning meetings so
that CLC may participate in those meetings to reach industry
consensus on NPA code relief.
7. Order Format and Data Elements for Individual Network Elements AND
Combinations
7.1. In ordering Network Elements or Combinations, CLC and PACIFIC will
utilize standard industry order formats and data elements developed
by the Alliance for Telecommunications Industry Solutions (ATIS),
including without limitation the
Page 5
<PAGE>
Attachment 11
Order and Billing Forum (OBF). Industry standards do not currently
exist for the ordering of all Network Elements or Combinations.
Therefore, until such standards industry order formats and data
elements are developed by the ATIS for a particular Network Element
or Combination, CLC and PACIFIC will mutually agree to a format to be
used to address the specific data requirements necessary for the
ordering of those Network Elements or Combinations. There currently
exist OBF formats for INP and the following Network Elements: Links,
Ports, and Transport. When an ATIS standard or format is subsequently
adopted, the Parties will use such standard or format in lieu of any
standard or format set forth in this Attachment, unless the Parties
mutually agree to continue to use the standard or format set forth
herein.
7.2. CLC and PACIFIC shall agree upon the appropriate ordering and
provisioning codes to be used for each Network Element or
Combination. These codes shall be known as data elements.
7.3. Each order for a Network Element or a Combination will contain the
following order-level sections, as defined by the OBF or as mutually
agreed to by the Parties: Administration, Bill, Contact, and End User
Information, e.g. Local Service Request (LSR) form, Access Service
Request (ASR) form, End User Information (EU) form.
7.4. In the absence of an implemented industry standard, the parties will
mutually agree on the ordering vehicle, either ASR or LSR, based on
the direction of the industry standards being developed, generally 90
days in advance of placing the first order. Currently, the LSR
ordering standards and process seem to be in support of "customer-
specific" elements, e.g., local loops whereas ASR ordering standards
and processes are being used to support "network type" elements,
e.g., interoffice transport.
7.5. When ordering a Network Element (individually or as part of a
Combination), the interconnection and functionality internal to that
Network Element will not be specifically ordered by CLC and will
automatically be provided by PACIFIC. For example, when ordering the
element DT (Dedicated Transport), the use of Digital Cross Connects
that might be necessary to provide the connectivity between two
interconnection locations will not be described on CLC's order.
7.6. CLC may purchase Network Elements either individually or in
combinations. Combinations of Contiguous Network Elements can be
ordered (i) on a case-by-case basis for those Network Elements that
are customer-specific; or (ii) on a common-use basis for those
Network Elements that are shared by multiple customers.
7.7. When ordering either customer-specific or common-usage Combinations,
CLC may specify the functionality of that Combination without the
need to specify the configuration of the individual Network Elements
needed to perform that functionality. For example: CLC may also
choose to purchase from PACIFIC a loop and switching Combination
which would be comprised of the Network Elements Local Loop and Local
Switching. This Combination would allow CLC to purchase switching
features (such as CLASS features) and functionalities on a per-
customer basis.
Page 6
<PAGE>
Attachment 11
7.8. Prior to providing local service using unbundled Network Elements or
Combinations in a specific geographic area or when CLC requires a
change of network configuration, CLC may place an order with PACIFIC
requiring PACIFIC to prepare certain common-usage elements and
functionalities for CLC. CLC has identified one possible set of these
elements and functionalities as the Local Switching Conditioning
Combination. This Combination may be comprised of all or some of the
following individual Network Elements: LS (Local Switching), CT
(Common Transport), SS (Signal Transfer Points), DB (SCPs/Databases)
and TS (Tandem Switching). In order to provide these Network Elements
and their respective functionalities to CLC, PACIFIC shall prepare
its network for CLC's use of these common elements by readying each
necessary switch.
7.9. CLC may also use unbundled Network Elements to originate and
terminate toll traffic. CLC has identified the following two
Combinations which will allow such functionality: Toll Traffic
Combination 1 which is comprised of the Network Elements DT
(Dedicated Transport) and LS (Local Switching); and Toll Traffic
Combination 2 which is comprised of DT (Dedicated Transport), TS
(Tandem Switching), CT (Common Transport), and LS (Local Switching).
7.10. There are many additional Combinations which CLC may choose to order
from PACIFIC.
8. Performance Requirements
------------------------
8.1. Provisioning Intervals: Basic, Assured and ISDN/XDSL Links are
provided within the same period of time PACIFIC provisions its like
exchange service at that time in the same area using similar
facilities requiring field work (wiring). When available, 4-wire
Digital Links will have intervals identical to the intervals for
PACIFIC's provisioning of its own hi-cap services. Intervals for a
project (20 or more lines to a single end user MPOE on a single
service request) are established on a negotiated interval basis
between CLC and PACIFIC's Interconnection Services Center ("ISC").
8.2. Local Interconnection and Local Switching trunks (associated with
Options A, B and C) will be provided in the same interval as offered
for switched access (FG-B & FG-D) trunks.
8.3. LSNE Option A (translations) will be offered at the interval as
stated in Table A. LSNE Options B and C will be offered on a
negotiated, individual case basis (ICS). Tandem Switching Option 1
and Option 2 (translations) will be offered with the intervals stated
in Table A. Tandem Switching Option 3 will be negotiated on an
individual case basis (ICB).
8.4. SS7 Port, including screening translations, will be offered on a
project specific interval. SS7 Transport will be offered with
intervals as stated in Table A.
8.5. LIDB/800 database access (DB) is provided on a per call basis with
appropriate SS7 interconnection. No additional interval is required.
8.6. Standard Service Coordination. Link Service will be provided on the
due date and, if requested, will be provided during a 4-hour window
(either 8 a.m. to 12
Page 7
<PAGE>
Attachment 11
p.m. or 1 p.m. to 5 p.m.). The disconnection of service on a line to
the connection of the Link to the CLC collocation arrangement or
transport is 15 minutes. Additional service coordination is charged
as additional labor billing per PACIFIC's Schedule Cal. P.U.C. Tariff
No. 175-T, Section 13. Links are normally provisioned from 8 a.m. to
5 p.m. Monday through Friday.
Project Service Coordination. The following coordination procedures
apply only to Basic Links ordered as a project (20 or more lines to a
single end user MPOE on a single service request): On each Link order
in a Wire Center, CLC will contact PACIFIC and the Parties will
agree on a cutover time at least two business days before that
cutover time. The cutover time will be defined as a two (2) hour
window (normally provisioned from 8 a.m. to 5 p.m. Monday through
Friday), within which both the CLC and PACIFIC personnel will make
telephone contact to begin the cutover activity. Coordination for
Basic Links meeting the definition of a project (in this paragraph)
will be provided by the Parties at no charge.
Within the appointed two (2) hour cutover time, the CLC person will
call the ISC and when the ISC is reached in that interval such work
will begin. If the CLC person fails to call or is not ready within
the appointed interval and if CLC had not called to reschedule the
work at least two hours prior to the start of the interval, CLC and
PACIFIC will reschedule the work order and CLC will pay the
nonrecurring charge for the Link or Links scheduled for the missed
appointment. In addition, nonrecurring charges for the rescheduled
appointment will apply.
If the ISC is not available or not ready when the CLC person calls
during the two (2) hour interval, CLC and PACIFIC will reschedule and
PACIFIC will waive the nonrecurring charge for the Link or Links
scheduled for that interval and the rescheduled installation. The
standard time expected from disconnection of service on a line to the
connection of the Link to the CLC collocation arrangement or
transport is 15 minutes. Delays caused by the customer are the
responsibility of CLC.
8.7. Expedite Requests. Within two (2) business hours of receiving an
expedite request for Local Service, Network Elements, or combinations
of Network Elements, or at a mutually agreed to interval, PACIFIC
will use reasonable effort to notify CLC of PACIFIC's confirmation to
complete, or not complete, the order within the expedited interval.
8.8. Once an order for Local Service, Network Elements, or combinations of
Network Elements has been issued by CLC and CLC subsequently requires
a new due date that is earlier than the committed due date, CLC will
issue a modified order to expedite the prior order. PACIFIC will use
reasonable efforts to notify CLC within four (4) business hours of
its confirmation to complete, or not complete, the order requesting
the new due date.
8.9. CLC and PACIFIC will agree to mutual escalation procedures and
contacts. Each Party shall notify the other Party of any
modifications to these contacts within one (1) week of such
modifications.
8.10. CLC may request intervals that vary from the specified intervals
PACIFIC provides to itself or to its affiliates when technically
feasible. CLC agrees to pay incremental costs associated with such
varying intervals as mutually agreed by
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<PAGE>
Attachment 11
the Parties. If other CLCs are receiving comparable intervals, CLC
should be charged comparable rates for comparable intervals or
service.
Table A PROVISIONING INTERVALS FOR UNE
9. Where comparable retail products or services exist in PACIFIC,
PACIFIC will report provisioning performance monthly as defined in
Attachment 17, Parity of Service Performance (these measures will be
reflected in Attachment 17 within 30 days of the first order for
UNE). Where a comparable retail product or service does not exist,
the stated or [CB interval will be used.
Page 9
<PAGE>
Attachment 11
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
UNE Comparable Measure Example
- --------------------------------------------------------------------------
LOOP
- --------------------------------------------------------------------------
Basic Exchange
- --------------------------------------------------------------------------
<S> <C> <C>
Business Fieldwork Resale/Resail Business 3-5bd
Access Line New Install
Residence Fieldwork Resale/Retail 4-8bd
Residence Line New Install
Four Wire Voice grade private line - retail 12-13bd
ISDN BRI ISDN - Retail w/o design 10bd
PRI ISDN & BRI w/design - Retail 15bd
DS1 DS1 HiCap - Retail 10-12bd
- --------------------------------------------------------------------------
LS
- --------------------------------------------------------------------------
Local Switch
Port
- --------------------------------------------------------------------------
Business Non-Fieldwork Resale/Retail 1-2bd
Business Access Line New Install
Residence Non-Fieldwork Resale/Retail (less than sign) 2bd
Residence Line New Install
Local Switch Switch Access FG B&D 30bd
Trunks
(Opt A, B, or C) Stated Interval (per central office) 45bd
LSNE Opt A Project-specific interval ICB
LSNE Opt B&C
- --------------------------------------------------------------------------
DT
- --------------------------------------------------------------------------
DS0, DS1, T1.5 New Install Retail DS0, DS1, T1.5 DSO 12-
Dedicated Line 13bd
STS-1, DS3/T3 New Install Retail STS-1, DS3, T3 DS1/T1.5 10-
Dedicated Line 12bd
OC-3,+ New Install Retail OC-3,+ ICB based
Dedicated Line on facility
availability
ICB based
on facility
availability
- --------------------------------------------------------------------------
SS
- --------------------------------------------------------------------------
SS7 Port New Install of a SS7 Port including Project
Screening - Project Specific Specific
Interval
- --------------------------------------------------------------------------
SL
- --------------------------------------------------------------------------
SS7 Transport New Install of a SS7 A or D Link 23-28bd
- --------------------------------------------------------------------------
DB
- --------------------------------------------------------------------------
LIDB/800 If SS7 interconnection is 23bd
Database established with LIDB/800 query
Access access, no additional interval is
required. If SS7 interconnection is
established and LIDB/800 was
part of the original questionnaire,
then a translation only order will
apply; if not included, then the
SS7 Port interval will apply.
- --------------------------------------------------------------------------
</TABLE>
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<PAGE>
Attachment 11
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
UNE Comparable Measure Example
- --------------------------------------------------------------------------
TS
- --------------------------------------------------------------------------
<S> <C> <C>
Tandem Switched Access FGB and FGD
Switching - Trunk Order Interval if Tandem 6wks
Trunks Configuration is in place 60bd
(TS Standard) Stated Interval Project
TS Option 1&2 Project specific interval Specific
TS Option 3
- --------------------------------------------------------------------------
</TABLE>
Page 11
<PAGE>
Attachment 11
9. Account Maintenance
PACIFIC and CLC agree to the following account maintenance procedures:
9.1 OUTPLOC Transaction Feed
OUTPLOC means when a CLC Local Service or LSNE changes from CLC local
exchange service to another local exchange carrier. PACIFIC will
notify CLC using a 4205 or 2233 CARE-like electronic record when a
customer changes from CLC Local to a new Local Service provider.
PACIFIC will provide 4205 or 2233 CARE-like records six days a week,
Monday - Friday (Saturday (when change activity occurs), via the
CONNECT:Direct interface. Electronic records will be sent within
twenty-four (24) hours of the switch being provisioned for the
customer change. CLC understands that PACIFIC may send other CARE-like
electronic records on CLC Local customers.
9.2 Change Request Implementation
PACIFIC will cease billing CLC effective as of the date of the
customer's change request. If there is a delay in PACIFIC's
implementation of the customer's change request, PACIFIC will issue a
credit to CLC for any amounts billed to CLC with respect to that
customer following the date of the customer's change request.
9.3 Use of Service Order for PIC-only Change
When a CLC Local Customer contacts CLC Local only to request a change
of Primary lnterexchange Carrier (PIC) from one IEC to another IEC,
PACIFIC will accept the PIC-only change request from CLC local on the
current service order feed. PACIFIC will charge its current tariffed
rate applicable to PIC-only changes.
9.4 IEC PIC Change Request
PACIFIC will not accept a PIC change request from a Long Distance
carrier for CLC Local customers. PACIFIC will return such requests to
the IEC indicating CLC's Operating Company Number (OCN) on the
industry standard 3148 record.
Page 12
<PAGE>
Attachment 11, Appendix A
1. Preordering
1.1. Transaction -Based Information Exchange
The Parties agree that preordering information exchange will be
transmitted over the same agreed upon interfaces according to the same
content definition for both resold PACIFIC services and those provided
using UNE.
1.2. Initial Systems
CLC will utilize CLEO and various manual methods agreed upon by the
Parties for preordering information exchange. Additional enhancements
to CLEO will be mutually coordinated between the Parties to ensure
full use of the capabilities when implemented on a mutually agreeable
schedule.
1.3. Long Term Systems
CLC and PACIFIC agree to use best faith efforts to adopt all Industry
mechanized interface standards evolving from standards bodies such as
ATIS/OBF/TCIF on the most timely mutually agreed upon schedule. CLC
and PACIFIC may develop and/or adopt already existing proprietary
methods of data exchange such as, but not limited to, preorder items
listed in Section 4 if industry standard definitions are not in place.
CLC and PACIFIC will translate preordering data elements used in their
internal processes into the agreed upon forms, and Electronic Data
Interchange (EDI).
2. Orderinq and Provisioning
2.1. CLC Resells PACIFIC Telecommunications Service(s)
The exchange of information relating to the ordering and provisioning
of local service, when CLC is the customer of record for the resold
service(s), will be based on the most current industry order formats
and data elements developed in the ATIS/Ordering and Billing Forum
(OBF).
2.1.1. Initial Systems
Except as provided in Exhibit 1, PACIFIC will provide CLC, on
or before the Effective Date, with an electronic interface
known as Resale Mechanized Interface (RMI) for transmitting
and receiving Service Requests and related information such as
Firm Order Confirmations (FOC), Jeopardies, Rejects, and
Completions. CLC and PACIFIC will translate necessary data
elements used in their internal processes into mutually
agreeable file formats and record layouts. CLC and PACIFIC
will develop a mutually agreeable schedule for transmissions
throughout the day using an agreed upon file transfer
protocol.
2.1.1.1. For the ordering of products not supported by RMI,
PACIFIC will provide CLC with other technologies
mutually agreed to by the Parties.
2.1.2. Long Term Systems
Page 1
<PAGE>
Attachment 11, Appendix A
As soon as possible after the Effective Date and no later than
the "Details Specifications Agreed to Date" as set forth in
Exhibit 1, CLC and PACIFIC will use their best efforts to agree
to detailed specifications for upgrading the ordering information
exchange mechanism according to the Telecommunications Industry
Forum (TCIF) for Electronic Data Interchange (EDI). CLC and
PACIFIC mutually agree that the information exchange will be
forms based, including the use of the Local Services Request
(LSR) Form, the End User Information Form and the Resale
Information Form developed by the OBF. CLC and PACIFIC will use a
mutually agreeable X.25 or TCP/IP based transport network for
exchange of transactions. CLC and PACIFIC will translate ordering
and provisioning requests originating in their internal processes
into agreed upon forms and EDI transactions. Provided that the
"Detailed Specifications Agreed To Date" is met and no
additional specifications or changes in specifications are
required by law, PACIFIC will use its best efforts to implement
this upgrade by the applicable "Start Date" specified in Exhibit
1.
2.2. CLC Provides Service Using PACIFIC Unbundled Network Elements
2.2.1. Ordering Process and Forms
CLC and PACIFIC will use two types of orders, an
Infrastructure Provisioning order and a Customer Specific
Provisioning order to order and provision Network Elements and
Combinations.
The Infrastructure Provisioning Footprint order notifies
PACIFIC of the common use (across CLC Retail Customers)
Network Elements and Combinations that CLC will require, and
identifies the geographic area CLC expects to serve through
the Network Elements and Combinations ordered. PACIFIC and CLC
will mutually agree on necessary modifications to the existing
ordering process and forms used for Exchange Access products
until the ATIS/OBF has adopted an acceptable alternative
method. In addition PACIFIC will accept a modified version of
the Translation Questionnaire (TQ) Form adopted by the OBF.
The modified TQ will be sent to PACIFIC, and PACIFIC will
modify the routing tables for its end offices to accommodate
the treatment of customer calling associated with the
combination of Network Elements and Combinations that CLC is
employing to deliver service. CLC will provide the
Infrastructure Footprint Order and all associated ASR forms.
PACIFIC will accept delivery of the Infrastructure
Provisioning Forms through the ASR process.
The customer specific provisioning order will be based upon
OBF LSR Forms. PACIFIC agrees that the information exchange
will be forms based using the Local Service Request Form, End
User Information Form, Loop Element Form (formerly Loop
Service form), and Switch Element Form (formerly Port Form)
developed by the OBF. Such customer specific elements include,
but are not limited to, the customer loop, the network
interface device, the customer dedicated portion of the local
switch, and any combination thereof.
2.2.2. Initial Systems
Page 2
<PAGE>
Attachment 1 1 , Appendix A
PACIFIC will provide CLC, on the schedule specified in Exhibit
1, with an Electronic Interface known as the Network Data
Mover (NDM) for transmitting and receiving Service Requests
and related information such as FOCS, Jeopardies, Rejects, and
Completions. CLC and PACIFIC will translate necessary data
elements used in their internal processes into mutually
agreeable file formats and record layouts. CLC and PACIFIC
will develop a mutually agreeable schedule for transmissions
throughout the day using an agreed upon file transfer
protocol. The Parties will agree upon a method of
communicating this information in an UNE environment if
different than identified above.
2.2.3. Long Term Systems
--------As soon as possible after the Effective Date and in no event
after the "Detailed Specifications Agreed To Date" as set
forth in Exhibit 1, CLC and PACIFIC will use their best
efforts to agree to detailed specifications for upgrading the
ordering information exchange mechanism according to the
Telecommunications Industry Forum (TCIF) for Electronic Data
Interchange (EDI) for the Customer Specific Provisioning
orders. The information exchange will be forms based. CLC and
PACIFIC will use a mutually agreeable X.25 or TCP/IP based
transport network for exchange of transactions. CLC and
PACIFIC will translate ordering and provisioning requests
originating in their internal processes into the agreed upon
forms and EDI transactions. Provided that the "Detailed
Specification Agreed To Date" is met and no additional
specifications or changes in specifications are required by
law, PACIFIC will use its best efforts to implement this
upgrade by the applicable "Start Date" specified on Exhibit 1.
3. Testing and Acceptance
CLC and PACIFIC agree that no interface will be represented as either
generally available or as operational until end-to-end functionality
testing, as agreed to in a Joint Implementation Agreement or other mutually
acceptable document are completed to the satisfaction of both Parties. The
intent of the end-to-end functionality testing is to establish, through the
submission and processing of test scenarios, that transactions agreed to by
CLC and PACIFIC will successfully process, in a timely and accurate manner,
through both Parties' support of OSS as well as the interfaces. PACIFIC
will provide documentation to assure the ability to handle the expected
load, such as system simulation models. The testing will include the use of
mutually agreeable test transactions, designed to represent no less than 95
percent of the transaction types that CLC expects to send and receive
through the interface undergoing end-to-end testing. In addition, CLC and
PACIFIC will establish either a mutually agreeable testing environment or
an audit process sufficient to demonstrate that the interfaces established
between CLC and PACIFIC have the capability and capacity to exchange busy
period transaction volumes reasonably projected to occur during the
forward-looking twelve month period following implementation of the
interface. The test environment or audit process, which ever is utilized,
must validate that PACIFIC can accept and process the anticipated busy
period load without degradation of overall end-to-end performance of the
information exchange delivered to CLC even when other CLC transactions are
simultaneously processed by PACIFIC. Before testing begins, the Parties
will mutually agree upon testing entrance and exit criteria.
Page 3
<PAGE>
Attachment 11, Appendix A
4. Joint implementation Agreement Development
CLC and PACIFIC recognize that this Attachment is not sufficient to fully
resolve all technical and operational details related to the interfaces
described. Therefore, CLC and PACIFIC agree to document the additional
technical and operational details in the form of a Joint Implementation
Agreement (JIA). The JIAs for each interface will become a legally binding
addendum to this Attachment. These JIA may be modified over the course of
this Agreement without subjecting the balance of the Agreement to
renegotiation or modification. Both Parties further agree that any
technical, operational or implementation issues, once identified at the
working team level, may be escalated by the initiative of either Party
thirty (30) days after an issue is identified if no plan for resolution has
been agreed to. The escalation will proceed first to the senior management
of each company who will seek to resolve the issue. If an issue is not
resolved within thirty days following receipt of the issue by senior
management, either Party may submit the issue to the dispute resolution
procedures of Attachment 3 for binding resolution. In addition, CLC and
PACIFIC will document both a topical outline for the JIAs as well as
establish a schedule for identifying, discussing, resolving and documenting
resolution of issues related to each aspect of the JIA topical outline for
each interface discussed in this document. In no case, will either end-to-
end integrity testing or load testing begin without both Parties mutually
agreeing that each interface JIA documents the intended operation of the
interface scheduled for testing. Any issues identified and subsequently
resolved through either the end-to-end integrity or load testing processes
will be incorporated into the impacted interface JIA within thirty (30)
days of issue resolution.
Page 4
<PAGE>
Attachment 11, Appendix A, Exhibit 1
OPERATION SUPPORT SYSTEMS
-------------------------
Implementation Dates
--------------------
<TABLE>
<CAPTION>
PROCESS INITIAL SYSTEMS START DATE
- ------- --------------- ----------
<S> <C> <C>
Ordering:
- --------
Total Service Resale:
Residence Basic RMI/NDM currently available (2/97 - CLC)
Business - S/M Line RMI/NDM currently available (2/97 - CLC)
Directory - stand alone order RMI/NDM currently available (2/97 - CLC)
E911 - stand alone order NENA currently available (2/97 - CLC)
</TABLE>
NOTE: Product implementation dates include Directory and E911
<PAGE>
Attachment 11, Appendix A, Exhibit 1
OPERATION SUPPORT SYSTEMS
Implementation Dates
<TABLE>
<CAPTION>
PROCESS LONG TERM SYSTEM "DETAILED SPECIFICATION START DATE
AGREED TO BY " DATE
<S> <C> <C> <C>
Ordering:
Total Service Resale: ** **
Residence Basic: "As Is", EDI ** **
"As Specified", Changes, EDI ** **
Disconnects, New, Move EDI ** **
Business: S/M Line, PBX trunk EDI ** **
Business: Centrex and ISDN EDI ** **
Directory - stand alone order EDI ** **
E911 - stand alone order NENA currently available currently available
NOTE: Product implementation dates include Directory and E911.
NETWORK ELEMENTS
- -Customer Specific: local loop EDI ** **
unbundled local switching, ** **
combined unbundled local ** **
switching and local loop. ** **
- -"Footprint" ASR/NDM
</TABLE>
*All dates are tentative awaiting Industry Standards. Barring Industry
Standards, the parties will mutually agree upon the dates below or revise dates
as necessary.
**"Detailed Specification Agreed to By Date" and "Start Dates" will be the same
as those made available to other CLCs or, upon dates thereafter, as mutually
agreed by the Parties. Upon request, Pacific will provide its current schedule
OSS implementation dates to
Page ?
<PAGE>
Attachment 11, Appendix A, Exhibit 1
OPERATION SUPPORT SYSTEMS
-------------------------
Implementation Dates
--------------------
Pre-Ordering (All Resale and Network Elements)
- ----------------------------------------------
<TABLE>
<S> <C> <C> <C>
Feature Availability EDI * *
RACF Nbr. EDI * *
* EDI * *
Address Verify EDI * *
Telephone Number Assign
Basic Exchange EDI * *
Single Line ISDN EDI * *
COPT Lines EDI * *
All Other Products EDI * *
CSRs EDI * *
Appointments Scheduling EDI * *
(New connects, basic exchange,
connects basic local loop)
Centrex Facility Availability EDI * *
Connected Facility Availability EDI * *
(for basic resale or basic loop)
DID Service Inquiry EDI * *
</TABLE>
*"Detailed Specification Agreed to By Date" and "Start Dates" will be the
same as those made available to other CLCs or, upon dates thereafter,
as mutually agreed by the Parties. Upon request, Pacific will provide
its current schedule OSS implementation dates to CLC.
<PAGE>
ATTACHMENT 12
-------------
MAINTENANCE
-----------
<PAGE>
Attachment 12
MAINTENANCE
-----------
1. PACIFIC shall provide repair, maintenance, testing and surveillance for all
Local Services and unbundled Network Elements and Combinations in
accordance with the terms and conditions of this Attachment.
2. PACIFIC and CLC shall mutually agree on appropriate maintenance standards
for all Local Services and unbundled Network Elements and Combinations
ordered under this Agreement. Such maintenance standards shall include,
without limitation, standards for testing, network management, call
gapping, and notification of upgrades as they become available. Such
maintenance standards shall be set forth in Attachment 17 to this
Agreement.
3. Maintenance and Repair Functions
--------------------------------
3.1. Initial Electronic Bonding Interface Functions
Within ninety (90) days of the effective date of this Agreement, the
Parties will meet to agree upon dates and a schedule to implement
EBI, consistent with ATIS industry standards, to enable CLC to
perform any necessary maintenance and repair functions, including the
ability to enter a new trouble ticket into the PACIFIC maintenance
system for a CLC Customer; the ability to retrieve and track current
status on all CLC Customer repair tickets; the ability to schedule
maintenance appointments by day and time on a real-time basis and the
ability to verify that the trouble as been resolved by work completed
on the Customer's premises to the Minimum Point of Entry (MPOE)
(collectively "EBI Functions"). Prior to implementation of EBI,
PACIFIC will offer CLC the use, at CLC's option, of two interim
interfaces for the performance of EBI Functions: (i) an 800 number
and (ii) access to PACIFIC's Service manager (PBSM) system. PACIFIC
will structure these interim interfaces so that CLC will be able to
perform all EBI Functions on an interim basis using the 800 number
and the majority of the EBI using PBSM.
3.2 Additional Maintenance Functions
--------------------------------
Prior to the development of ATIS standards for adding to EBI (a) the
ability to retrieve MLT results, (b) the ability to retrieve
"Dispatch In-Dispatch Out" codes, and (c) the ability to retrieve all
applicable time and material charges at the time of ticket closure
(itemized by customer for each repair incident to show time spent,
nature of trouble, how trouble was resolved, charges for individual
items such as materials, if any, and total charges) (collectively
"Maintenance Functions"), PACIFIC and CLC will mutually agree on a
process to accomplish CLC's request for the Maintenance Functions on
an interim, pre-EBI basis, and the cost, if any, to provide the
Maintenance Functions.
4. EBI Implementation
------------------
4.1. Maintenance and repair information exchange relating to all Local
Services, Network Elements and Combinations provided under this
Agreement will be transmitted over the same interface according to
the same content definition. CLC and PACIFIC will, for the purpose of
exchanging fault management information, establish an EBI, based upon
ANSI standards Tl.227-1995 and Tl.228-1995, and Electronic
Communication
Page 1
<PAGE>
Attachment 12
Implementation Committee (ECIC) Trouble Report Format Definition
(TRFD) Number 1 as defined in ECIC document ECIC/TRA/95-003, and all
standards referenced within those documents. The parties agree to
adopt for EBI the functions currently implemented for reporting
access circuit troubles. These functions include Enter Trouble,
Request Trouble Report Status, Add Trouble Information, Modify
Trouble Report Attributes, Trouble Report Attribute Value Change
Notification and Cancel Trouble Report, all of which are fully
explained in clauses 6 and 9 of ANSI T1.228-1995.
4.2. CLC and PACIFIC will exchange requests over a mutually agreeable X.25
based network or, if both CLC's and PACIFIC's platforms are capable,
a mutually agreeable TCP/IP based network may be employed. CLC and
PACIFIC will translate maintenance requests or responses originating
in their internal processes into the agreed upon attributes and
elements. Both parties agree to complete mutually consistent
translations and proceed to systems readiness testing that will
result in a fully operational interface for local service delivery
within a mutually agreed upon schedule. Changes to Network Operations
Forum (NOF), ECIC or T1M1 standards, to the extent local service
maintenance and repair are affected, will be implemented based upon a
mutually agreeable schedule, but in no case will the time for
adoption, including testing of the changes introduced, extend more
than one (1) year beyond the date of initial closure by the relevant
ATIS committee or subcommittee.
5. In the event a PACIFIC employee misses a scheduled repair appointment on
behalf of CLC, PACIFIC will notify CLC within one (1) hour of the missed
appointment, either by EBI or by telephone.
6. PACIFIC technicians shall provide repair service to CLC Customers that is
equal in quality to that provided to PACIFIC customers. Trouble calls from
CLC shall receive response time priority that is at least equal to that of
PACIFIC customers and shall be handled on a "first come first served" basis
regardless of whether the customer is a CLC Customer or a PACIFIC customer.
Prior to EBI, CLC may ask PACIFIC to reprioritize a CLC customer trouble
report among CLC's other customer trouble reports and PACIFIC will
reprioritize CLC's various customer reports as requested by CLC, if
possible.
7. PACIFIC shall provide CLC with the same scheduled and non-scheduled
maintenance, including, without limitation, required and recommended
maintenance intervals and procedures, for all Local Services, Network
Elements and Combinations provided to CLC under this Agreement that it
currently provides for the maintenance of its own network. PACIFIC shall
provide CLC at least ten (10) business days advance notice of any scheduled
maintenance activity which may impact CLC Customers. Scheduled maintenance
shall include, without limitation, such activities as switch software
retrofits, power tests, major equipment replacements and cable rolls.
Plans for scheduled maintenance shall include, at a minimum, the following
information: location and type of facilities, specific work to be
performed, date and time work is scheduled to commence, work schedule to be
followed, date and time work is scheduled to be completed and estimated
number of work-hours for completion.
8. PACIFIC shall advise CLC of non-scheduled maintenance, testing, monitoring,
and surveillance activity to be performed by PACIFIC on any Network
Element, including, without limitation, any hardware, equipment, software,
or system providing service functionality which may potentially impact CLC
Customers. PACIFIC shall provide the maximum advance notice of such
nonscheduled maintenance and testing activity possible, under the
circumstances; provided, however, that PACIFIC shall provide emergency
maintenance as promptly as possible to maintain or restore service and
shall advise CLC promptly of any such actions it takes.
Page 2
<PAGE>
Attachment 12
9. PACIFIC shall provide CLC with a detailed description of any and all
emergency restoration plans and disaster recovery plans, however
denominated, which are in place during the term of this Agreement. Such
plans shall include, at a minimum, the following: (i) procedures for prompt
notification to CLC of the existence, location, and source of any emergency
network outage potentially affecting a CLC Customer, via the EBI to be
established pursuant to Sections 3 and 4; (ii) establishment of a single
point of contact responsible for initiating and coordinating the
restoration of all Local Services and Network Elements or Combinations;
(iii) methods and procedures to provide CLC with real-time access to
information relating to the status of restoration efforts and problem
resolution during the restoration process; (iv) methods and procedures for
reprovisioning of all Local Services and Network Elements or Combinations
after initial restoration; (v) equal priority, as between CLC Customers and
PACIFIC customers, for restoration efforts, consistent with FCC Service
Restoration guidelines, including, without limitation, deployment of repair
personnel, and access to spare parts and components; and (vi) a mutually
agreeable process for escalation of maintenance problems, including a
complete, up-to-date list of responsible contacts, each available twenty-
four (24) hours per day, seven (7) days per week. Said plans shall be
modified and up-dated as needed.
10. PACIFIC and CLC shall establish mutually acceptable methods and procedures
for referring callers to the 800/888 number supplied by the other Party for
purposes of receiving misdirected calls from customers requesting repair.
11. PACIFIC's Interconnection Service Center (ISC) shall conform to the
performance and service quality standards set forth in Attachment 17 when
providing repair and maintenance to CLC and CLC Customers under this
Agreement.
11.1. If service is provided to CLC Customers before EBI is established
between CLC and the PACIFIC, CLC will transmit its repair calls to
the PACIFIC ISC by telephone.
11.2. ISC, and Electronic Bonding, once deployed, shall be on-line and
operational and the interim interfaces described in Section 3
preceding shall be operational twenty-four (24) hours per day, seven
(7) days per week.
11.3. Progress reports and status of repair efforts shall be available to
CLC through EBI. On an interim basis before implementation of EBI,
PACIFIC shall provide progress reports and status of repair efforts
to CLC via an 800 number supplied by PACIFIC or PBSM, at CLC's
option.
11.4. Within thirty (30) days after the execution of this Agreement,
PACIFIC shall provide CLC with written escalation procedures to be
followed if, in CLC's reasonable judgment, any individual trouble
ticket or tickets are not resolved in a timely manner. Resolution
shall be deemed untimely if delayed beyond PACIFIC's best practices
for resolution of troubles reported by PACIFIC's own customers. The
escalation procedures to be provided hereunder shall include names
and telephone numbers of PACIFIC management personnel who are
responsible for maintenance issues.
11.5. In the event PACIFIC shall fail to conform to the performance
standards in Attachment 17, CLC may request, and PACIFIC shall
perform an analysis of the reason behind PACIFIC's failure to
conform, and PACIFIC shall correct said cause as soon as reasonably
practical, at its own expense.
11.6. Maintenance charges for premises visits by PACIFIC technicians shall
be billed by CLC to its Customer, and not by PACIFIC. All forms,
business cards or other materials
Page 3
<PAGE>
Attachment 12
furnished by PACIFIC technicians to CLC Customers will contain no
brand. If the CLC Customer is not at home when the PACIFIC technician
arrives, the PACIFIC technician shall leave on the premises "not-at-
home" cards that are unbranded but include a contact number for CLC.
The PACIFIC technician will not leave on the premises a PACIFIC-
branded "not-at-home" card".
11.7. Dispatching of PACIFIC technicians to CLC Customer premises shall be
accomplished by PACIFIC pursuant to a request received from CLC.
Page 4
<PAGE>
Attachment 12 - Appendix A
CATEGORY I EQUIPMENT AND/OR FACILITY FAILURES AFFECTING CUSTOMER
SERVICE.
Types of Customer CATEGORY I BROADBAND
Service Quality Frame Relay - A failure of one or more channelized T1
Failure Reports and carrier systems or two or more non-channelized Tl
Criteria carrier systems.
ATM - A failure of one OC3 or two DS3s.
SMDS - A failure of one DS3 or four Tls.
Packet Switching - Any failure of an access module (AM)
or resource module (RM).
CATEGORY I NARROWBAND
5 Tl carrier systems (120 or more voice grade channels)
failure or more voice grade radio channels failure.
A community isolation.
E911
A transport equipment failure that isolates a central office
from the E911 network. (Local switch to the tandem e.g. DACS,
OC12, DEXCS failure, etc.)
A transport equipment failure that isolates a Public Safety
Answering Point (PSAP) from the E911 tandem.
A transport equipment failure that results in the loss of 25%
or more of the trunks/circuits (aggregate) from an E911
tandem to the PSAPs served by that tandem.
CATEGORY I CABLE
Local - 200 or more working pairs are affected.
Toll - 120 or more interoffice trunks are affected.
Fiber - Any working fiber providing customer service that
fails without protection.
E911
A transport cable failure that isolates a central office from
the E911 network. (Local switch to the E911 tandem)
A transport cable failure that isolates a PSAP from the E911
tandem.
A transport cable failure that results in the loss of 25% or
more of the trunks/circuits (aggregate from an E911 tandem to
the PSAPs served by that tandem.
Page 1
<PAGE>
Attachment 12 - Appendix A
CATEGORY I EQUIPMENT AND/OR FACILITY FAILURES AFFECTING CUSTOMER
SERVICE.
CATEGORY I SWITCHING MACHINES
Any switch congestion that results in 40% or more dial tone
delay lasting 15 minutes or longer.
Complete loss of inward and/or outward call processing
capability from a central office lasting 5 minutes or longer.
Any service interruption resulting in 50 or more customer
reports.
A duplex connectivity failure to the SS7 network, e.g.
MSB7/LPP frame, link set, CNI, etc.
Loss of interoffice calling from more than 10 minutes.
An FYI report should be filed anytime a central office has
been on battery power greater than 30 minutes, when it is not
part of a routine test.
E911
A central office isolated from the E911 network for 15
minutes or longer. Loss of 25% or more of the trunking
capability from an E911 tandem to the PSAPs it serves for 15
minutes or longer (e.g. translations, trunk frame failure,
etc.).
A PSAP isolation from the E911 network for 15 minutes or
longer (e.g. translations, trunking problem, etc.)
CATEGORY I COMMUNITY ISOLATION
A community isolation occurs when no incoming or outgoing
toll service is available and the community is cut off from
the outside world by rural geography. A central office
failure within a metropolitan area is not considered a
community isolation since the community can more easily reach
phone service in the adjacent central office serving area.
CATEGORY I MEDIA INTEREST
Any interruption or outage that may cause public or news
media attention.
CATEGORY I TANDEM/TOPS
Failures or potential loss of call completions/processing.
Failures affecting Operator Service capabilities.
CATEGORY I SS7
Loss of mated pair of STP or SCP. Any SS7 failure causing 50
customer reports from a single central office or 100
customer reports from several central offices within a
maintenance center.
CATEGORY I PUBLIC SAFETY/SERVICE AGENCIES
Federal Government, equipment or facility affecting 5 or more
military special communications, isolations of FAA location
or air ground facilities. State and local agencies
interruptions seriously affecting service to police, fire
departments, hospitals, press, military, and PBSs.
Page 2
<PAGE>
ATTACHMENT 13
-------------
CONNECTIVITY BILLING AND RECORDING
----------------------------------
<PAGE>
Attachment 13
<TABLE>
<CAPTION>
TABLE OF CONTENTS
-----------------
<S> <C>
CONNECTIVITY BILLING AND RECORDING............................................ 1
1. General............................................................. 1
2. Billing Format...................................................... 1
3. Billable Information And Charges.................................... 1
4. Meet Point Billing.................................................. 3
5. Collocation......................................................... 5
6. Mutual Compensation................................................. 5
7. Issuance of Connectivity Bills - General............................ 5
8. Electronic Transmissions............................................ 6
9. Tape or Paper Transmissions......................................... 6
10. Testing Requirements................................................ 8
11. Bill Accuracy Certification......................................... 8
12. Additional Requirements............................................. 8
13. Payment Of Charges.................................................. 9
14. Billing Disputes.................................................... 9
15. Late Payment Charges................................................10
16. Adjustments.........................................................10
17. Recording Of Call Information.......................................11
18. No Netting of Amounts Due...........................................11
</TABLE>
Appendix A:
Pre-Bill Certification Operating Agreement
Appendix B:
Schedule For Agreement on Specifications for Electronic Transmission
and Start Date for Implementation of Transmission Method
Page i
<PAGE>
Attachment 13
CONNECTIVITY BILLING AND RECORDING
----------------------------------
1. General
-------
This Attachment describes the requirements for PACIFIC to bill and record
all charges CLC incurs for purchasing Local Services for resale and for
Network Elements and combinations, and describes the requirements for
PACIFIC and CLC to bill and record all charges incurred to provide Meet
Point Billing and Mutual Compensation. In addition to the terms and
conditions set forth in this Attachment 13, CLC and PACIFIC will use their
best efforts to complete and sign a Pre-Bill Certification Operating
Agreement, which, when executed by both Parties, will become Appendix A to
this Attachment 13. The performance measurements applicable to
Connectivity Billing and Recording are set forth in Attachment 17.
2. Billing Format
--------------
PACIFIC shall use a phased approach to introduce billing through CABS for
Network Elements and Combinations provided to CLC under this Agreement. The
services for local resale may remain in CRIS. PACIFIC agrees to complete
the conversion of CABS billing in a time frame mutually agreed to by the
Parties.
2.1 Each Party agrees to deliver billing information in the CABS format or
a format mutually agreed to and implemented by the Parties. Each
reference to CABS in this Attachment 13 shall be understood prior to
the date of CABS conversion to refer to the applicable preCABS billing
system. Each reference to CABS in this Attachment 13 shall be
understood as of the date of CABS conversion to refer to CABS.
3. Billable Information And Charges
--------------------------------
3.1 PACIFIC currently uses FABS, CRIS and CABS to bill the Network
Elements, Local Services and Combinations that CLC plans to purchase.
PACIFIC intends to bill CLC for Network Elements and Combinations in a
CABS billing format. PACIFIC will not migrate charges from CRIS or
FABS where the cost of transferring the billed services do not justify
PACIFIC incurring the expense, for example, grandfathered services.
Any reference to CABS billing in this Attachment shall only apply to
the extent that PACIFIC has migrated the billing for a Network Element
or Combination to the CABS billing system.
3.2 PACIFIC will bill and record in accordance with this Attachment those
charges CLC incurs as a result of CLC purchasing from PACIFIC Network
Elements, Combinations and Local Services, as set forth in this
Agreement (hereinafter "Connectivity Charges"). The Parties agree
that, except as expressly provided in this Attachment, CABS or
predecessor billing systems will comply with OBF standards.
3.3 Each bill for Connectivity Charges (hereinafter "Connectivity Bill")
shall be formatted in accordance with CABS, CRIS or FASS, as
appropriate. Each Element, Combination, or Local Service, purchased
by CLC shall be assigned a separate and unique billing code in the
form agreed to by the Parties and such code shall be provided to CLC
on each Connectivity Bill in which charges for such Elements,
Combinations, or Local Services appear. Each such billing code shall
enable CLC to identify the Element(s), or Combinations and Options as
described in Attachment 11 to this Agreement ordered by CLC, or Local
Services ordered or utilized by CLC in which Connectivity Charges
apply
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Attachment 13
pursuant to this Agreement. Each Connectivity Bill shall set forth the
quantity and description of each such Element, Combination, or Local
Service provided and billed to CLC. All Connectivity Charges billed to
CLC must indicate the state from which such charges were incurred.
3.4 PACIFIC shall provide CLC monthly CABS Connectivity Bills that include
all Connectivity Charges incurred by and credits and/or adjustments
due to CLC for those Elements or Combination thereof established,
utilized, discontinued or performed pursuant to this Agreement. Each
Connectivity Bill provided by PACIFIC to CLC shall include: (1) all
non-usage sensitive charges incurred for the period beginning with the
day after the current bill date and extending to, and including, the
next bill date, (2) any known unbilled non-usage sensitive charges for
prior periods, (3) unbilled usage sensitive charges for the period
beginning with the last bill date and extending up to, but not
including, the current bill date, (4) any known unbilled usage
sensitive charges for prior periods, and (5) any known unbilled
adjustments.
3.5 The Bill Date, as defined herein, must be present on each bill
transmitted by PACIFIC to CLC.
3.6 Subject to Section 3.6.4 and 3.6.5, PACIFIC shall not provide any
Connectivity Bills to CLC containing charges for messages that were
delivered any later than the following dates:
3.6.1. Sixty (60) days following the recording date for all resale
usage and LSNE usage, except for calls requiring data
exchange with third party carriers, e.g., intraLATA O+ calls
made within another state, which calls are subject to Section
3.6.2.
3.6.2. One hundred twenty (120) days following the recording date for
calls requiring data exchange with third party carriers.
3.6.3. For all other Network Elements, Combinations and all Non-Usage
resale or LSNE charges, PACIFIC shall not provide any
Connectivity Bill to CLC containing charges that were
incurred:
3.6.3.1. For the first year of this Agreement, more than six (6)
months from the date the charges were incurred.
3.6.3.2. Beginning with the second year of the contract, more
than one hundred twenty (120) days from the date the
charges were incurred.
3.6.3.3. The time limits set forth in Section 3.6. are effective
immediately.
3.6.3.4. If any billing error is identified, quantified and
communicated in writing by PACIFIC to CLC within the
time periods set forth in Sections 3.6.3 above after
Connectivity Charges are incurred, PACIFIC will have a
maximum of sixty (60) additional days after the
otherwise applicable date under Section 3.6.3 to render
correct Connectivity Bills therefor.
3.6.4. No payment shall be due from CLC for any Connectivity Bill
received by CLC from PACIFIC that fails to meet the timeliness
requirements of Sections 3.6.1
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Attachment 13
through 3.6.5 of this Attachment, provided that CLC continues
to participate in the Pre-Bill Certification Procedures
described in Appendix A to this Attachment.
3.6.5. On each bill where "Jurisdiction" is identified, local and
local toll charges shall be identified as "Local" and not as
interstate, interstate/ interLATA, intrastate, or
intrastate/intraLATA.
3.7. PACIFIC shall bill CLC for each Element, Combination thereof, or
Local Service, supplied by PACIFIC to CLC pursuant to this Agreement
at the rates set forth in Attachment 8. PACIFIC will bill CLC based
on the actual Connectivity Charges incurred, provided, however, for
those usage-based Connectivity Charges where actual charge
information is not determinable by PACIFIC because the jurisdiction
(i.e., interstate, interstate/interLATA, intrastate,
intrastate/intraLATA, local) of the traffic is unidentifiable, the
parties will jointly develop a process to determine the appropriate
charges.
3.8. Except as otherwise specified in this Attachment, each party shall be
responsible for all costs and expenses it incurs in complying with
its obligations under this Attachment. CLC will be responsible for
the development, modification, technical installation and maintenance
of any systems or other infrastructure which CLC requires to comply
with and to continue complying with its responsibilities and
obligations under this Agreement. PACIFIC shall be responsible for
any development, modification, technical installation and maintenance
of any systems or infrastructure which PACIFIC requires to comply
with and to continue complying with this Agreement, subject to the
Act, regulations thereunder and relevant FCC or Commission decisions.
Each Party shall provide the other Party at no additional charge a
contact person for the handling of any Connectivity Billing questions
or problems that may arise during the implementation and performance
of the terms and conditions of this Attachment.
4. Meet Point Billing
------------------
4.1. CLC and PACIFIC will establish meet-point billing ("MPB")
arrangements for jointly provided switched access to an IEC, in
accordance with the Meet Point Billing guidelines adopted by and
contained in the OBF's MECAB and MECOD documents, except as modified
herein. Both Parties will use their best reasonable efforts,
individually and collectively, to maintain provisions in their
respective federal and state access tariffs, and provisions within
the National Exchange Carrier Association ("NECA") Tariff No. 4, or
any successor tariff to reflect the MPB arrangements identified in
this Agreement, in MECAB and in MECOD.
4.2. CLC and PACIFIC will implement the "Multiple Bill/Single Tariff"
option or a mutually agreed upon billing arrangement in order to bill
any interexchange carrier ("IXC") for that portion of the network
elements provided by CLC or PACIFIC. For all traffic carried over the
MPB arrangement, CLC and PACIFIC shall each bill the IEC for its own
portion of the applicable elements.
4.3. Each Party shall provide the billing name, billing address, and
carrier identification code ("CIC") of the IXCs that may utilize any
portion of CLC's network in a CLC/PACIFIC MPB arrangement in order to
comply with the MPB Notification process as outlined in the MECAB
document. Each Party will be entitled to reject a record that does
not contain a CIC code. Such information shall be provided by each
Party to the other Party in the format and via the medium that the
Parties agree.
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Attachment 13
4.4. The Parties agree to comply with the currently effective MECAB
guidelines as mutually adopted by the Parties from time to time.
4.5. The Parties further agree that in those MPB situations where one
Party sub-tends the other Party's access tandem, the Party providing
the access tandem is only entitled to bill the access tandem fee and
any associated local transport charges. The Parties also agree that
the Party who provides the end office switching is entitled to bill
end office switching fees, local transport charges, RIC and CCL
charges, as appropriate, and such other applicable charges.
4.6. PACIFIC and CLC will record and transmit MPB information in
accordance with the standards and in the format set forth in this
Attachment. PACIFIC and CLC will coordinate and exchange the billing
account reference ("BAR") and billing account cross reference
("BACR") numbers for the MPB arrangements described in this
Agreement. Each Party will notify the other if the level of billing
or other BAR/BACR elements change, resulting in a new BAR/BACR
number.
4.7. The secondary billing company will provide to the initial billing
company any necessary AMA records (in standard EMR format) within
fourteen (14) days of the recording date. The Initial billing
company will provide the secondary billing company the necessary
summary records with fourteen (14) days of the initial company's
bill date.
4.8. If MPB data is not submitted by either Party within the period set
forth in Section 4.7, or is not in the proper format as set forth in
this Agreement, and if as a result the other Party is delayed in
billing the IXC for the appropriate charges it incurs, the delaying
Party shall pay the other Party a late MPB data delivery charge
which will be the total amount of the delayed charges times the
highest interest rate (in decimal value) which may be levied by law
for commercial transactions, compounded daily for the number of days
from the date the MPB charges should have been received to and
including the date the MPB charge information is actually received.
4.9. Failure of secondary billing company to provide the necessary AMA
records (in standard EMR format) within 60 days of the recording
date, or of the initial billing company to provide the necessary
summary records within 60 days of the initial billing company's bill
date, will result in the Party failing to deliver the data to be
liable to the other Party for any charges the other Party is unable
to bill the IEC.
4.10. Errors in MPB data exchanged by the Parties may be discovered by
CLC, PACIFIC or the billable IXC. Both CLC and PACIFIC agree to
provide the other Party with notification of any discovered errors
within ten (10) business days of the discovery. The other Party
shall correct the error within twenty (20) business days of
notification and resubmit the data. In the event the errors cannot
be corrected within the time period specified above, the erroneous
data shall be considered lost. If either Party fails to provide MPB
data due to loss, uncorrectable errors or otherwise, the Parties
shall follow the procedures set forth in Attachment 14, Section 6,
for compensation of lost, damaged or destroyed Recorded Usage Data
and compensate the other for the lost MPB billing data.
4.11. Both Parties will provide the other a single point of contact to
handle any MPB questions.
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Attachment 13
5. Collocation
-----------
When CLC collocates with PACIFIC in LEC's facility as described in this
Agreement, capital expenditures (e.g., costs associated with building the
"cage"), shall not be included in the Connectivity Bill provided to CLC
pursuant to this Attachment. All such capital expenses shall be billed
through FABS, identified as capital expense charges and given a unique and
consistent BAN. All invoices for capital expenses shall be sent to the
location specified by CLC for payment. All other non-capital recurring
collocation expenses shall be billed to CLC in accordance with this
Agreement. The CABS Billing Output Specifications ("BOS") documents provide
the guidelines on how to bill the Connectivity Charges associated with
collocation. The bill label for those collocation charges shall be entitled
"Expanded Interconnection Service."
6. Mutual Compensation
-------------------
The Parties shall bill each other call termination charges for local
exchange traffic, using a CABS like format, in accordance with the
standards set forth in this Agreement for traffic terminated to the other
Party's customer, where both such customers bear NPA-NXX designations
associated with the same LATA or other authorized area (e.g., extended area
service zones in adjacent local calling areas). Where required, such
traffic shall be recorded and transmitted to CLC in accordance with this
Attachment. Further, the traffic exchanged pursuant to this Attachment
shall be measured in billing minutes of use and shall be in actual
conversation seconds. The total conversation seconds per chargeable traffic
type will be totaled for the entire monthly billing cycle and then rounded
to the next whole conversation minute. Reciprocal compensation for the
termination of this traffic shall be charged at rates specified in
Attachment 18 to this Agreement.
7. Issuance of Connectivity Bills - General
----------------------------------------
7.1. PACIFIC and CLC will issue all CABS Connectivity Bills in accordance
with the terms and conditions set forth in this Section.
7.2. PACIFIC and CLC will establish monthly billing dates ("Bill Date")
for each Billing Account Number ("BAN") or Billed Telephone Number
("BTN") (collectively referred to as "Account Number"), as further
defined in the CABS documents, which Bill Date shall be the same day
month to month. Each Account Number shall remain constant from month
to month, unless changed as agreed to by the Parties. Each Party
shall provide the other Party at least thirty (30) calendar days
written notice prior to changing, adding or deleting a Account
Number. The Parties will provide one Connectivity Billing invoice
associated with each Account Number.
7.3. All Connectivity Bills must be received by the other Party no later
than ten (10) calendar days from Bill Date and at least twenty (20)
calendar days prior to the payment due date (as described in this
Attachment), whichever is earlier. Any Connectivity Bill received on
a Saturday, Sunday or a day designated as a holiday by the Chase
Manhattan Bank of New York (or such other bank as CLC shall specify)
will be deemed received the next business day. If either Party fails
to receive Connectivity Billing data and information within the time
period specified above, the payment due date will be extended by the
number of days the Connectivity Bill is late.
7.4. PACIFIC and CLC shall issue all CABS Connectivity Bills containing
such billing data and information in accordance with CABS Version
26.0, or such later versions of CABS as are published by Bellcore, or
its successor and implemented by PACIFIC or CLC, except that if the
Parties enter into a meet-point billing arrangement, such
Connectivity Billing data
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Attachment 13
and information shall also conform to the standards set forth in the
MECAB document, or such later versions as are adopted by OBF, or its
successor. To the extent that there are no CABS or MECAB standards
governing the formatting of certain data, such data shall be issued
in the format mutually agreed by the Parties.
7.5. Each Party will provide the other Party written notice of which
Connectivity Bills are to be deemed the official bills to assist the
Parties in resolving any conflicts that may arise between the
official bills and other bills received via a different media which
purportedly contain the same charges as are on the official bill. If
either Party requests an additional copy(ies) of a bill, such Party
shall pay the other Party a reasonable fee per additional bill copy
as set forth in applicable tariffs or as mutually agreed, unless such
copy was requested due to errors, omissions, or corrections or the
failure of the transmission to comply with the specifications set
forth in this Agreement.
7.6. To avoid transmission failures or the receipt of Connectivity Billing
information that cannot be processed, the Parties shall provide each
other with their respective process specifications and edit
requirements. CLC shall comply with PACIFIC's processing
specifications when CLC transmits Connectivity Billing data to
PACIFIC. PACIFIC shall comply with CLC's processing specifications
when PACIFIC transmits Connectivity Billing data to CLC. CLC and
PACIFIC shall provide each other reasonable notice if a Connectivity
Billing transmission is received that does not meet such Party's
specifications or that such Party cannot process. Such transmission
shall be corrected and resubmitted to the other Party, at the
resubmitting Party's sole expense, in a form that can be processed.
The payment due date for such resubmitted transmissions will be
twenty (20) days from the date that the transmission is received in a
form that can be processed and that meets the specifications set
forth in this Attachment.
8. Electronic Transmissions
------------------------
8.1. PACIFIC and CLC agree that each Party will transmit CABS Connectivity
Billing information and data in the CABS format electronically via
Connect:Direct (formerly known as Network Data Mover) to the other
Party at the location specified by such Party. The Parties agree that
a T1.5 or 56kb circuit to Gateway for Connect:Direct is required.
CLC data centers will be responsible for originating the calls for
data transmission via switched 56kb or T1.5 lines. If PACIFIC has an
established Connect:Direct link with CLC, that link can be used for
data transmission if the location and applications are the same for
the existing link. Otherwise, a new link for data transmission must
be established. PACIFIC must provide CLC its Connect:Direct Node ID
and corresponding VTAM APPL ID before the first transmission of data
via Connect:Direct. CLC's Connect:Direct Node ID and VTAM APPL ID
must be provided to PACIFIC and included in PACIFIC's Connect:Direct
software. CLC will supply to PACIFIC its RACF ID and password before
the first transmission of data via Connect:Direct. Any changes to
either Party's Connect:Direct Node ID must be sent to the other Party
no later than twenty-one (21) calendar days before the changes take
effect.
8.2. The CABS Connectivity Billing information and data will be sent using
the current OBF format implemented by mutual agreement of both
Parties.
9. Tape or Paper Transmissions
---------------------------
9.1. In the event either Party does not have Connect:Direct capabilities
upon the effective date of this Agreement, such Party agrees to
establish Connect:Direct transmission
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Attachment 13
capabilities with the other Party within the time period mutually
agreed and at the establishing Party's expense. Until such time, the
Parties will transmit billing information to each other via magnetic
tape or paper (as agreed to by CLC and PACIFIC). Connectivity billing
information and data contained on magnetic tapes or paper for payment
shall be sent to the Parties at the following locations. The Parties
acknowledge that all tapes transmitted to the other Party via U.S.
Mail or Overnight Delivery and which contain Connectivity Billing
data will not be returned to the sending Party.
<TABLE>
<S> <C>
For Local Resale Bills: For UNE Bills:
CLC CLC
Revenue Assurance Focal Revenue Assurance Focal
Communications Corporation Communications Corporation
200 N. La Salle Street, Suite 800 200 N. La Salle Street, Suite 800
Chicago, Illinois 60601 Chicago, Illinois 60601
</TABLE>
9.2. Each Party will adhere to the tape packaging requirements set forth
in this subsection. Where magnetic tape shipping containers are
transported in freight compartments, adequate magnetic field
protection shall be provided by keeping a typical 6-inch distance
from any magnetic field generating device (except a magnetron-tape
device). The Parties agree that they will only use those shipping
containers that contain internal insulation to prevent damage. Each
Party will clearly mark on the outside of each shipping container its
name, contact and return address. Each Party further agrees that it
will not ship any Connectivity Billing tapes in tape canisters.
9.3. All billing data transmitted via tape must be provided on a cartridge
(cassette) tape and must be of high quality, conform to the Parties'
record and label standards, 9-track, odd parity, 6250 BPI, group
coded recording mode and extended binary-coded decimal interchange
code ("EBCDIC"). Each reel of tape must be 100% tested at 20% or
better "clipping" level with full width certification and permanent
error free at final inspection. CLC reserves the right to destroy a
tape that has been determined to have unrecoverable errors. CLC also
reserves the right to replace a tape with one of equal or better
quality.
9.4. Billing data tapes shall have the following record and label
standards. The dataset serial number on the first header record of an
IBM standard tape label also shall have the following format.
CABS BOS
Record Length 225 bytes (fixed length)
Blocking Factor 84 records per block
Block size 18,900 bytes per block
Labels Standard IBM Operating
System
9.5. A single 6-digit serial number must appear on the external (flat)
surface of the tape for visual identification. This number shall also
appear in the "dataset serial number field" of the first header
record of the IBM standard tape label. This serial number shall
consist of the character "V" followed by the reporting location's
four digit Originating Company Code and a numeric character chosen by
the sending company. The external and internal label shall be the
same. The dataset name shall appear on the flat side of the reel and
also in the "data set name field" on the first header record of the
IBM standard
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Attachment 13
tape label. PACIFIC's name, address, and contact shall appear on the
flat side of the cartridge or reel.
9.6. All labeling of tapes shall comply with OBF standards.
10. Testing Requirements
10.1. At least thirty (30) days prior to any billing system change there
will be a thirty day test period to ensure that bills can be
processed by the Parties.
10.2. For CLC, PACIFIC will send CLC a mechanized CABS Connectivity Bill
for the first time via electronic transmission, or tape, or at least
thirty (30) days prior to changing mechanized formats, PACIFIC shall
send to CLC Connectivity Bill data in the appropriate mechanized
format for testing to ensure that the bills can be processed and that
the bills comply with the requirements of this Attachment. PACIFIC
shall also provide to CLC's Company Manager, PACIFIC's originating or
state level company code so that it may be added to CLC's internal
tables at least thirty (30) calendar days prior to testing or a
change in the PACIFIC's originating or state level company code. CLC
will notify PACIFIC within the time period agreed to by the Parties
if Connectivity Billing transmission fails to meet CLC's testing
specifications. PACIFIC shall make the necessary corrections within
the time period agreed to with CLC to ensure that billing
transmissions meet CLC's testing specifications. PACIFIC shall not
send CLC a mechanized Connectivity Bill (except for testing) until
such bills meet CLC's testing specifications. If PACIFIC meets CLC's
testing specifications, PACIFIC may begin sending CLC mechanized
Connectivity Bills on the next Bill Date, or within ten (10) days,
whichever is later.
10.3. During the testing period, PACIFIC shall transmit to CLC Connectivity
Billing data and information via paper transmission. Test tapes shall
be sent to CLC per Section 9.1.
11. Bill Accuracy Certification
The Parties agree that in order to ensure the proper performance and
integrity of the entire Connectivity Billing process, the sending Party is
responsible and accountable for transmitting to the receiving Party an
accurate and current bill. PACIFIC agrees to implement control mechanisms
and procedures to render a bill that accurately reflects the Network
Elements, Combination and Local Services ordered and used by CLC. These
processes and methodology will be set forth in a Pre-Bill Certification
Operating Agreement and will be attached to this Attachment 13 as Appendix
A. CLC will provide, under separate cover, its draft proposal of the Bill
Certification procedures for Local Resale.
12. Additional Requirements
PACIFIC agrees that if it transmits data to CLC in a mechanized format,
PACIFIC will also comply with the following specifications which are not
contained in CABS guidelines but which are necessary for CLC to process
Connectivity Billing information and data:
. The BAN shall not contain embedded spaces or low values.
. The Bill Date shall not contain spaces or non-numeric values.
. Each Connectivity Bill must contain at least one detail record.
. Any "From" Date should be less than the associated "Thru" Date and
neither date can contain spaces.
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Attachment 13
. The Invoice Number must not have embedded spaces or low values.
13. Payment Of Charges
13.1. Subject to the terms of this Agreement, CLC and PACIFIC will pay each
other within thirty (30) calendar days from the Bill Date, or twenty
(20) calendar days from the receipt of the bill, whichever is later.
For bills rendered by PACIFIC in the CRIS format, CLC will pay
PACIFIC within thirty (30) calendar days from the Bill Date or twenty
(20) calendar days from the receipt of the bill, whichever is later.
If the payment due date is a Sunday or is a Monday that has been
designated a bank holiday by the Chase Manhattan Bank of New York (or
such other bank as CLC specifies), payment will be made the next
business day. If the payment due date is a Saturday or is on a
Tuesday, Wednesday, Thursday or Friday that has been designated a
bank holiday by the Chase Manhattan Bank of New York (or such other
bank as CLC specifies), payment will be made on the preceding
business day.
13.2. Payments shall be made in U.S. Dollars via electronic funds transfer
("EFT") to the other Party's bank account. At least thirty (30) days
prior to the first transmission of Connectivity Billing data and
information for payment, PACIFIC and CLC shall provide each other the
name and address of its bank, its account and routing number and to
whom Connectivity Billing payments should be made payable. If such
banking information changes, each Party shall provide the other Party
at least sixty (60) days written notice of the change and such notice
shall include the new banking information. CLC will provide PACIFIC
with one address to which such payments shall be rendered and PACIFIC
will provide to CLC with only one address to which such payments
shall be rendered. In the event CLC receives multiple Connectivity
Bills from PACIFIC which are payable on the same date, CLC may remit
one payment for the sum of all Connectivity Bills payable to
PACIFIC's bank account specified in this subsection. Each Party shall
provide the other Party with a contact person for the handling of
Connectivity Billing payment questions or problems.
14. Billing Disputes
14.1 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 which 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. The
month being closed represents those Connectivity Charges that were
billed or should have been billed by the respective Bill Date. If the
issues are not resolved within the allotted time frame, the following
resolution procedure will begin:
14.1.1. If the dispute is not resolved within sixty (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.
14.1.2. If the dispute is not resolved within ninety (90) days of the
Bill Date, the dispute will be escalated to the third level
of management for each of the respective Parties for
resolution.
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Attachment 13
14.1.3. 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.
14.1.4. If the dispute is not resolved within one hundred and fifty
(150) days of the Bill Date, the dispute will be resolved in
accordance with the alternative dispute resolution procedures
set forth in Attachment 3.
14.1.5. If a Party disputes a Connectivity 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 Connectivity Charges and the dispute is resolved in
favor of such Party, the other Party shall credit the
Connectivity 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 Connectivity 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. In no event, however, shall any
late payment charges be assessed on any previously assessed
late payment charges.
15. Late Payment Charges
If either Party fails to remit payment for any Connectivity Charges
described in this Attachment by the payment due date, or if a payment or
any portion of a payment is received by either Party after the payment due
date, or if a payment or any portion of a payment is received in funds
which are not immediately available to the other Party, then a late payment
penalty shall be assessed. The late payment charge shall be calculated
based on the applicable tariffs of the billing Party, and the portion of
the payment not received by the payment date times the highest interest
rate (in decimal value) which may be levied by law for commercial
transactions, compounded daily for the number of days from the payment date
to and including the date that payment is actually made. In no event,
however, shall interest be assessed on any previously assessed late payment
charges.
16. Adjustments
16.1 Subject to the terms of this Attachment and Attachment 17, PACIFIC
will debit or credit CLC for incorrect Connectivity Billing charges;
overcharges; Local Services Elements, or any Combination thereof,
ordered or requested but not delivered; interrupted Local Services
associated with any Element, or combination thereof; ordered or
requested Local Services, Elements, or Combination thereof, of poor
quality; and installation problems if caused by PACIFIC, adjustments
will be administered per the applicable tariff or by mutual
agreement. Such reimbursements shall be identified as an adjustment
on the Connectivity Bill.
16.2. Subject to the terms of this Attachment, CLC will debit or credit
PACIFIC for incorrect charges; overcharges; under charges for mutual
compensation as required or permitted by the applicable tariff or by
mutual agreement. Such reimbursements shall be identified as such on
the Bill.
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Attachment 13
17. Recording Of Call Information
17.1. PACIFIC shall provide to CLC the Switched Access Detail Usage Data
(Category 11-00-xx records) via Connect:Direct on a daily basis
within fourteen (14) days of the last day of the billing period. The
data will be in a separate dataset from the usage records associated
with the CLC Resale access lines. File name and attributes will be
specified by CLC.
17.2. CLC shall provide to PACIFIC the Summary Usage Data (Category 11-50-
xx records) via Connect:Direct on a daily basis within fourteen (14)
days of the last day of the billing period. The data will be in a
separate dataset from the usage records associated with the CLC
Resale access lines. File name and attributes to be specified by
PACIFIC.
18. No Netting of Amounts Due
The Parties agree that there shall be no netting of amounts due under this
Agreement with any other amounts due related to any other services provided
under separate agreements. Further, Resale bills, Access bills, and bills
for unbundled Network Elements will be provided as separate bills with
separate amounts due that shall not be netted.
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Attachment 13 - Appendix A
ATTACHMENT 13
-------------
Appendix A
----------
Pre-Bill Certification Operating Agreement to be
provided when executed by the Parties
Page 1
<PAGE>
Attachment 13 - Appendix B
SCHEDULE FOR AGREEMENT ON SPECIFICATIONS
FOR ELECTRONIC TRANSMISSION AND START DATE
FOR IMPLEMENTATION OF TRANSMISSION METHOD
-----------------------------------------
<TABLE>
<CAPTION>
START DATE FOR
TRANSMISSION DATE FOR AGREEMENT ON ELECTRONIC
SERVICE* SPECIFICATION TRANSMISSION STANDARDS TRANSMISSION
- -------- ------------- ---------------------- -------------
<S> <C> <C> <C>
Basic BUS and RES Exchange Service Connect:Direct** NA currently available
PBX Trunks Connect:Direct** 12/10/97 3/31/98
Centrex Connect:Direct** 12/10/97 3/31/98
ISDN Connect:Direct** 12/10/97 3/31/98
Unbundled Network Elements
LINK Connect:Direct** 9/10/97 1/10/98
Others: Schedule will be mutually Connect:Direct** 3Q97-4Q97 3Q97-1Q98
agreed upon based upon on date of
network element availability
Usage Data Exchange in EMR for Connect:Direct** NA currently available
Connect:Direct*
</TABLE>
*All features of the designated service, including ESP, will be billed through
the electronic transmission noted.
**NDM available mid 1997
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ATTACHMENT 14
-------------
PROVISION OF CUSTOMER USAGE DATA
--------------------------------
<PAGE>
Attachment 14
PROVISION OF CUSTOMER USAGE DATA
--------------------------------
1. Introduction
1.1 This Attachment sets forth the terms and conditions for PACIFIC's
provision of recorded usage data to CLC. PACIFIC will record and
provide to CLC unrated usage data when CLC purchases Unbundled
Switching Elements or Local Service from PACIFIC ("Recorded Usage
Data").
2. General Requirements for Recorded Usage Data
2.1 PACIFIC shall provide CLC with Recorded Usage Data. PACIFIC will
conform to the format, generic contents, and transmission medium for
providing Recorded Usage Data as specified in the Bellcore EMR
standard (Bellcore Practice BR010-200-010), as modified in Appendix A
to this Attachment 14, which shall be updated periodically by mutual
agreement, in writing.
2.2 PACIFIC's provision of Recorded Usage Data to CLC shall be in
accordance with the performance standards set forth in Attachment 17.
Remedies for failure to meet such performance standards are also set
forth in Attachment 17.
2.3 PACIFIC shall retain Recorded Usage Data in accordance with applicable
law and regulation.
3. Usage Data Specifications
3.1 Subject to Section 3.4, when CLC purchases from PACIFIC Local Service
or LSNE, PACIFIC will provide to CLC all available Recorded Usage Data
relating to local call and IntraLATA toll calls originating from CLC
Customers (business and residence), including, but not limited to, the
categories of information listed below. In addition, subject to
Section 3.4, when CLC purchases from PACIFIC LSNE, PACIFIC will
provide to CLC all available Recorded Usage Data relating to switched
access calls terminating to CLC Customers (business and residence),
including, but not limited to, the categories of information listed
below.
3.1.1 Data to be supplied both for calls originating from CLC
customers (business and residence) and for switched access
calls terminating to CLC customers (business and residence):
3.1.1.1. All available Call Attempts data
3.1.1.2. Completed Calls
3.1.2 Data to be supplied for calls originating from CLC customers
(Business and Residence):
3.1.2.1. Use of CLASS/LASS/Custom Features which are sold on a
pay per use basis
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Attachment 14
3.1.2.2 MTS portion of IntraLATA 976 calls to information providers
reached via PACIFIC facilities and contracted by PACIFIC
3.1.2.3 Calls to directory assistance and calls completed by
directory assistance where PACIFIC provides such service to
CLC's local service customer
3.1.2.4 Calls completed via PACIFIC-provided operator services where
PACIFIC provides such service to CLC's local service customer
3.1.2.5 For PACIFIC-provided centrex service, station level detail
3.1.2.6 Data to be supplied for switched access calls terminating to
CLC customers
3.1.2.7 Data identifying the CIC of the originating IEC; and
3.1.2.8 Where available, data identifying the calling party number.
3.2 Records shall include complete call detail and complete timing information.
3.3 PACIFIC shall provide to CLC Recorded Usage Data for CLC's customers only.
PACIFIC will not submit other carriers' local usage data as part of the CLC
Recorded Usage Data. Error procedures set forth in Appendix I to this
Attachment, Section IV, paragraph 1.1.4. shall apply to any data of other
carriers sent in error to CLC.
3.4 Additional Provisions Regarding Call Detail
3.4.1 Local Service
3.4.1.1 PACIFIC represents and warrants that as of the effective
date of this Agreement it does not record local usage for
its own flat rate customers in the ordinary course of
business. There are certain exceptions where special study
or call detail analysis is performed, e.g., in cases where
an incident of telephone harrassment is under investigation.
If PACIFIC begins recording local usage for its own flat
rate customers in the ordinary course of business at a
future date, PACIFIC will simultaneously begin such
recording for CLC resold flat rate customers, at no
additional charge. If at a future date PACIFIC begins
recording local usage for its own flat rate customers served
by a particular switch, PACIFIC will simultaneously begin
such recording for CLC resold flat rate customers served by
that switch, at no additional charge.
3.4.1.2 CLC asks PACIFIC to develop the capability to provide CLC
local usage data on resold flat local service, and PACIFIC
does not record local usage for its own flat rate customers
in the ordinary course of business, PACIFIC shall develop
such capability consistent with Section 1.6 of Attachment
6. In such event, PACIFIC shall be entitled to track and
recover applicable development costs as set forth in
Attachment 8.
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Attachment 14
3.4.1.3 As of the effective date of this Agreement, in some
PACIFIC switches, the terminating number for measured
local calls may not be recorded during periods of high
volume usage. If and when the limitation described in
this Section is removed, PACIFIC will provide, in the
appropriate field of the EMR, to CLC at no additional
cost, the terminating number for all measured local
calls, including calls made during periods of high
volume usage.
3.4.2 LSNE
3.4.2.1 When CLC purchases a LSNE from PACIFIC, that LSNE as
provided by PACIFIC will include all the functions and
capabilities of the switch and the software deployed
at that time within the switch relating to recording
of usage data, including the capability to record all
local usage and the terminating number. The charge, if
any, for the recording of usage data shall be included
in the charge for the LSNE set forth in Attachment 8.
4. Recorded Usage Data Format
4.1 PACIFIC will provide Recorded Usage Data in the EMR format and by
category, group and record type, as specified in the CLC Usage
Requirements document, dated December 1996 ("Data Requirements"),
which is attached hereto and incorporated herein as Appendix I.
4.2 PACIFIC shall include the Working Telephone Number (WTN) of the call
originator on each EMR call record.
4.3 End user customer usage records and station level detail records shall
be in packs in accordance with EMR standards.
4.4 PACIFIC shall append the recording point identification or some other
code that specifically identifies the central office switch that is
mutually agreeable to both Parties to each EMR call record.
5. Recorded Usage Data Reporting Requirements
5.1 PACIFIC shall segregate and organize the Recorded Usage Data in a
format mutually agreed to in writing by the Parties.
5.2 PACIFIC, at no cost to CLC, shall transmit to CLC Recorded Usage Data
in Bellcore EMR format, as modified by Appendix I to this Attachment,
via Connect:Direct. If CLC requests Recorded Usage Data in a format
customized for CLC, PACIFIC may charge CLC pursuant to Attachment 8.
5.3 CLC will test and certify the Connect:Direct interface to ensure the
accurate receipt of Recorded Usage Data. PACIFIC shall make any
changes necessary in the Connect:Direct interface to meet the
requirements of this Attachment.
5.4 PACIFIC shall provide Recorded Usage Data to CLC once a day Monday
through Friday, excluding mutually designated holidays. PACIFIC shall
provide to CLC the Recorded
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Attachment 14
Usage Data for a Local Service within the time period specified in
Attachment 17 to this Agreement.
5.5 Each Party will establish a single point of contact to respond to CLC
call usage, data error, and record transmission inquiries from the
other Party.
5.6 The Recorded Usage Data EMR format, content, and transmission process
will be tested by CLC for compliance with industry standards.
6. Recording Failures
------------------
6.1 CLC Recorded Usage Data determined to have been lost, damaged or
destroyed as a result of an error or omission by PACIFIC in its
performance of the recording function or due to an aberrant switch
overload of limited duration and frequency, shall, upon CLC's request,
be recovered by PACIFIC at no charge to CLC. If PACIFIC discovers such
failures, PACIFIC shall notify CLC upon discovery. In the event the
data cannot be recovered by PACIFIC, PACIFIC shall estimate the
messages and associated revenue, with assistance from CLC, based upon
the method described below. This method will be applied on a
consistent basis, subject to modifications agreed to by PACIFIC and
CLC. This estimate will be used by the Parties to determine any
amounts owed to CLC. PACIFIC will provide this amount to CLC via a
check accompanied by a statement that clearly identifies the purpose
of the check.
6.1.1 Partial Loss--PACIFIC shall review its daily controls to
determine if data has been lost. When there has been a partial
loss, actual message and minute volumes shall be reported, if
possible. Where actual data are not available, a full day shall
be estimated for the recording entity, as outlined in Section
6.1.3 following. The amount of the partial loss is then
determined by subtracting the data actually recorded for such
day from the estimated total for such day.
6.1.2 Complete Loss--Estimated message and minute volumes for each
loss consisting of an entire AMA tape or entire data volume due
to its loss prior to or during processing, loss after receipt,
degaussed before processing, receipt of a blank or unreadable
tape, or lost for other causes, shall be reported.
6.1.3 Estimated Volumes--From message and minute volume reports for
the entity experiencing the loss, PACIFIC shall secure
message/minute counts for the four (4) corresponding days of
the weeks preceding that in which the loss occurred and compute
an average of these volumes.
6.1.4 Net Loss Calculation--The amount due to CLC will be calculated
based on the Average Revenue Per Minute (ARPM) minus the
average charge per minute (ACPM) that CLC would have paid to
PACIFIC, times the estimated lost minutes. The parties shall
agree upon the appropriate ARPM and ACPM to apply.
Exceptions:
-----------
6.1.4.1 If the day of loss is not a holiday but one (1) (or
more) of the preceding corresponding days is a
holiday, use additional preceding weeks in order to
procure volumes for two (2) non-holidays in the
previous two (2) weeks that correspond to the day of
the week that is the day of the loss.
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Attachment 14
6.1.4.2 If the loss occurs on a weekday that is a holiday
(except Christmas), PACIFIC shall use volumes from the
two (2) preceding Sundays.
6.1.4.3 If the loss occurs on Mother's Day, Christmas or the
Monday after Thanksgiving, PACIFIC shall use volumes
from that day in the preceding year.
6.2 CLC may also request data be provided that has previously been
successfully provided by PACIFIC to CLC, provided the request is
received within forty-five (45) days of original processing. PACIFIC
reserves the right to bill CLC for its direct costs of providing such
data if CLC makes such a request more than forty-five (45) days after
original processing.
7. Clearinghouse Procedures
------------------------
7.1 The Parties acknowledge that calls will be placed using the local
service of one Party that will be billable to the customer for local
service of another Party. In order to ensure that these calls are
properly accounted for and billed to the appropriate customer, the
Parties have established clearinghouse procedures to accomplish these
objectives in a separate agreement entitled Data Exchange Agreement
for the Settlement of CATS messages and non CATS Messages.
7.1.1 CLC may identify a CMDS host for transmitting and receiving in-
collect and out-collect local and intralata messages.
7.1.2 In the event CLC fails to designate a CMDS host, PACIFIC agrees
on an interim basis, if requested by CLC, to serve as CLC's
CMDS host for out-collect billing subject to the rates, terms
and conditions as mutually agreed by the Parties.
8. Alternate Billed Calls
----------------------
8.1 Calls that are placed using the services of PACIFIC or another LEC or
LSP and billed to a Resale service line or an unbundled network
element (e.g., switch port) of CLC are called "Incollects." Calls that
are placed using a CLC Resale service line or unbundled network
element (e.g., switch port) and billed to a PACIFIC line or other LEC
or LSP are called "Outcollects."
8.1.1 Outcollects PACIFIC will provide to CLC the unrated message
detail that originates from a CLC subscriber line but which is
billed to a telephone number other than the originating number
(e.g., calling card, bill-to-third number, etc.). PACIFIC will
transmit such data to CLC on daily basis. CLC as the LSP will
be deemed the earning company and will be responsible for
rating the message at CLC tariffed rates and CLC will be
responsible for providing the billing message detail to the
billing company for end-user billing. CLC will pay to PACIFIC
charges as agreed to under separate agreement and CLC will be
compensated by the billing company for the revenue it is due as
agreed to under separate agreement.
8.1.2 Incollects PACIFIC will provide the rated messages it receives
from the CMDS1 network or which PACIFIC records (non-ICS) to
CLC for billing to CLC's end-users associated with messages
that originate from a number other than the billing number and
that are billable to CLC customers. PACIFIC will transmit
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Attachment 14
such data to CLC on a daily basis. Compensation between the Parties will be in
accordance with separately negotiated agreements.
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Attachment 14
APPENDIX I
TO
ATTACHMENT 14
CLC USAGE REQUIREMENTS
December 1996
Page 7
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Attachment 14
SECTION I
---------
SCOPE
-----
1. General
-------
This Attachment addresses the transmission by PACIFIC of CLC usage to CLC.
1.1 Usage Summary
Messages will be transmitted, via a direct feed, to CLC in standard
EMR format.
The following is a list of EMR records that CLC can expect to receive
from PACIFIC:
. Header Record 20-20-01
. Trailer Record 20-20-02
. Detail Records* 01-01-01, 16, 18, 80, 81,
. 10-01-01, 16 (when available and as mutually agreed), 18,
31, 32, 35, 37, 80, 81
. Credit Records 03-01-XX
. Rated Credits 41-01-XX
*Category 01 is utilized for Rated Messages; Category 10 is utilized
for Unrated Messages
PACIFIC will provide the above list of detail records as part of its
resale offering.
PACIFIC shall make available to CLC additional detail records as
additional products are added to PACIFIC's resale offer.
Using the above list as a model, the Parties shall identify by mutual
agreement what detail records shall be provided by PACIFIC to CLC in
connection with the provision of unbundled elements.
Additional detail records provided by PACIFIC to CLC in the future,
whether as part of PACIFIC's resale offering or in connection with the
provision of unbundled elements, may have identification numbers
different from those listed above.
For detailed information regarding EMR, refer to the current version
of the BellCore Practice BR010-200-010 Appendix. Also, for purposes of
resale usage, see Appendix A of Section VI of Appendix I, "Additional
Information Regarding EMR Call Detail."
1.2 Attachment Content
This Attachment describes baseline requirements for the transfer of
PACIFIC recorded, unrated usage to CLC. Testing requirements and the
reports needed to ensure data integrity are also included. Additional
requirements and implementation details may be identified for
conditions unique to PACIFIC. Modifications and/or exceptions to this
Attachment must be negotiated and mutually agreed upon by PACIFIC and
CLC.
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Attachment 14
SECTION II
----------
RECORDED USAGE TO BE TRANSMITTED TO CLC
---------------------------------------
1. General
-------
This section addresses the types of usage to be transmitted by PACIFIC
to CLC.
1.1 Usage To Be Transferred To CLC
1.1.1 CLC Usage To Be Transferred
The following messages recorded by PACIFIC are to be
transmitted to CLC. PACIFIC recorded usage is defined as:
- intraLATA - Local (including DA and Operator Services)
- intraLATA - Toll (including DA and Operator Services)
Note: Rated incollect messages should be transmitted via the
direct feed and can be intermingled with the unrated messages.
No special packing is needed. However, PACIFIC intends to pack
unrated messages separately from rated messages.
PACIFIC is developing a direct return feed. CLC may return via
direct return feed, once developed, any of the above mentioned
messages that cannot be rated and/or billed by CLC, for reasons
specified in the returns process. Returned messages will be
sent to PACIFIC in EMR format. Standard EMR return codes will
be utilized.
File transfer specifications are included within Section III.
1.2 CLC Usage
The Recorded Usage Data in a local resale environment includes all
intraLATA toll and local usage. PACIFIC will provide CLC with unrated
EMR records associated with all intraLATA toll and local usage which
PACIFIC records on CLC's behalf.
Any Category, Group and/or Record types approved in the future for
PACIFIC will be included if they fall within the definition of this
local resale phase. PACIFIC will give CLC sixty (60) days' advance
notification of PACIFIC's intended implementation of additional
Category, Group and/or Record types.
NOTE: PACIFIC messages will be packed using the packing criteria
outlined in Section V. PACIFIC shall pack records for rated messages
and non-rated messages in separate packages. Any request by CLC for
packing in a different arrangement shall be separately negotiated by
the parties and shall be at a reasonable additional charge to CLC.
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Attachment 14
SECTION III
-----------
PACIFIC TO CLC USAGE FEED
-------------------------
1. General
This section contains the information required for PACIFIC to transmit the
usage defined in Section 2 to CLC. This section specifically addresses the
dataset requirements and processing.
1.1 Detailed EMR Record Edits
CLC will perform detailed record edits on the unrated and rated
messages upon receipt from PACIFIC. Messages that fail these edits may
be returned to PACIFIC with mutually agreed upon standard EMR return
codes designated. If an excessive number of the records contain
errors, CLC may request re-transmission of data and PACIFIC shall
correct and re-transmit accurate data in accordance with Attachment
17.
1.2 Duplicate Record Checks
CLC may perform record checks on the unrated and rated messages to
validate that duplicate messages are not sent by PACIFIC to CLC,
except where valid duplicate messages are applicable, e.g., ISDN
bonded. PACIFIC shall perform record checks to validate that duplicate
messages are not sent to CLC in accordance with CMDS standards.
1.3 Pacific To CLC Usage Feed
1.3.1 Usage Data Transport Requirements
PACIFIC will provide the transport facility between the PACIFIC
location and the CLC location. It is CLC's intent that usage
data be transmitted via Connect:Direct whenever possible. In
the event usage transfer cannot be accommodated by
Connect:Direct because of extended (one business day or longer)
facility outages, or if facilities do not exist, PACIFIC will
contract for a courier service to transport the data via tape.
PACIFIC will provide CLC with contacts, Remote Identifiers
(IDs), and expected usage data volumes for each sending
location.
CLC will provide contacts responsible for:
. Receiving usage transmitted by PACIFIC.
. Receiving usage tapes from a courier service in the event of
a facility outage.
1.3.2 Physical Characteristics
In the event the electronic system for data transmission
malfunctions, by mutual agreement PACIFIC shall provide the
data to CLC on tape or cartridge by courier. Such data will
have the physical characteristics as mutually agreed to by both
parties. Initially, CLC's intent is for fixed block format (175
byte record, noncompacted, with no modules).
1.3.3 Data Delivery Schedules
Data will be delivered to CLC by PACIFIC daily (Monday through
Friday) or as negotiated. CLC and/or PACIFIC Data Center
holidays are excluded. PACIFIC and CLC will exchange schedules
of designated Data Center holidays.
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Attachment 14
1.3.4 Resending Data
CLC will notify PACIFIC as promptly as possible upon discovery of
resend requirements if a pack or entire dataset must be replaced due
to pack rejection, damage in transit, dataset name failure, etc.
1.3.5 Pack Rejection
Critical edit failure on the Pack Header or Pack Trailer records
will result in pack rejection (e.g., detail record count not equal
to grand total included in the pack trailer). Notification of pack
rejection will be made by CLC within one business day of processing.
Rejected packs will be retransmitted to CLC by PACIFIC.
1.3.6 Held Packs And Messages
CLC and PACIFIC will track pack number to control input based upon
invoice sequencing criteria. PACIFIC will be notified of sequence
failures identified by CLC and resend procedures are to be invoked.
1.3.7 Data Content Requirements
EMR is the format to be used for usage data provided to CLC.
1.3.8 Packing Requirements
A pack shall contain a minimum of one message record or a maximum of
9,999 message records plus a pack header record and a pack trailer
record. A file transmission contains a maximum of 99 packs. A
dataset shall contain a minimum of one pack. PACIFIC will provide
CLC one dataset per sending location with the agreed upon OCN
populated in the Header and Trailer records.
Within the Header and Trailer records, the FROM RAO identifies the
location that will be sending usage to CLC. PACIFIC will populate
the FROM RAO field with the unique numeric value identifying the
location that is sending the data to CLC. Also, Pack Header and
Trailer will have the OCN appropriately populated.
PACIFIC shall be responsible for creating and transmitting packs in
sequence. If packs are received out of sequence, PACIFIC shall
correct and re-transmit packs in accordance with Attachment 17.
CLC has no special sort requirements for the packs sent by PACIFIC.
1.3.9 Dataset Naming Convention
PACIFIC will transmit the usage to CLC using mutually agreed to
dataset naming conventions.
1.3.10 Confirmation Record
CLC shall provide a confirmation record for each pack, using CLC
defined fields, at PACIFIC's request. An example of the Confirmation
Record is in Appendix B of this Attachment.
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Attachment 14
1.4 Unusable Transmissions
Any data transmission received from PACIFIC which is determined to be
unreadable or contain bad data of which no portion can be processed by
CLC's system shall be reported to PACIFIC for recovery. If data is
unrecoverable, PACIFIC shall reimburse CLC for lost revenue. If amounts
must be estimated, the process will be as described in Section 6.
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Attachment 14
SECTION IV
----------
CLC PROCESSING REQUIREMENTS
---------------------------
1. General
-------
This section contains requirements for CLC processing of Recorded Usage
Data that has been transmitted to CLC for billing.
1.1 CLC Rating Process
1.1.1 Message Rating
CLC will rate any individual messages (as defined in Section
II), that have not already been rated by PACIFIC (information
provider messages will be rated by PACIFIC), prior to
transmitting the usage to a billing environment within CLC.
1.1.2 Application Of Taxes/Fees/Surcharges
CLC will apply taxes, fees and surcharges as appropriate for
the individual messages and/or customer accounts. The
application of all taxes, fees and surcharges will be applied
on all intralata local and toll usage received from PACIFIC.
1.1.3 Duplicate Messages
CLC has existing duplicate checks as part of their message
processing or billing functions. CLC will perform these checks
on the rated/unrated messages sent by PACIFIC duplicate message
disposition procedures and reports will be identified by CLC
during negotiations.
1.1.4 Record Edits
1.1.4.1 CLC Record Edits
CLC will perform detailed record edits on the
rated and unrated messages prior to
transmitting them to the billing environment.
Rated & unrated records that do not pass CLC
edits will be returned to PACIFIC with thirty
(30) days of the file date.
1.1.4.2 Pacific Record Edits
If PACIFIC has existing detailed record edits
for rated and unrated messages, PACIFIC is to
perform these edits.
Rated and unrated records that do not pass CLC
edits will be returned to PACIFIC. PACIFIC will
attempt to perform error correction on all
records requiring such action as agreed upon
through the detailed negotiations process. If
errors can not be corrected, PACIFIC shall
adjust settlements and billing accordingly.
PACIFIC will investigate and correct the root
cause for the errors.
1.1.5 CLC To Pacific Message Returns
At the discretion of CLC, messages that have been sent
to CLC by PACIFIC that cannot be guided to a CLC billed
account or error in processing due to an error
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Attachment 14
by PACIFIC will be returned to PACIFIC with the
appropriate negotiated return codes.
1.2 CLC SPECIFIC PROCESSING
Records that are accepted into CLC's system (i.e., after passing the
initial edits) are converted into another format. CLC does not retain
all of the information contained on the original EMR, so only certain
fields will be populated in the returned records that fail age edits
or are misguided. CLC will work with PACIFIC to provide the necessary
level of detail in order for PACIFIC to process these records.
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Attachment 14
SECTION V
POST DEPLOYMENT ACTIVITIES
1. General
Requirements for ongoing maintenance of the usage feeds between CLC and
PACIFIC are described in this section. Included are minimal requirements
for day to day control of the regularly scheduled transfer of PACIFIC
unrated and rated usage data and procedures for introducing and verifying
CLC/PACIFIC System Changes.
1.1 Control Maintenance And Review
1.1.1 Periodic Review
Control procedures for all usage transferred between PACIFIC
and CLC will require periodic review. This review may be
included as part of an annual audit of PACIFIC by CLC or as
part of the normal production interface management function.
Breakdowns which impact the flow of usage between PACIFIC and
CLC must be identified and jointly resolved as they occur. The
resolution may include changes to control procedures, as
similar problems would be avoided in the future. Any changes to
control procedures would need to be mutually agreed upon by CLC
and PACIFIC.
1.1.2 Retention Of Records
PACIFIC shall maintain a machine readable back-up copy of the
message detail provided to CLC for a minimum of forty-five (45)
calendar days. CLC will maintain the message detail received
from PACIFIC for a minimum period of forty-five (45) calendar
days. Designated CLC personnel will provide these records to
PACIFIC or its authorized agents upon written request. PACIFIC
will also provide any data back to CLC upon their written
request.
1.2 Pacific Software Changes
When PACIFIC plans to introduce any software changes which impact the
format or content structure of the usage data feed to CLC, designated
PACIFIC personnel shall notify CLC of such changes within any time period
specified by the FCC or CPUC for that purpose, and in any event will use
reasonable best efforts to notify CLC no less than one hundred twenty
(120) calendar days before such changes are implemented.
PACIFIC will communicate the projected changes to the appropriate groups in
CLC so that potential impacts on CLC processing can be determined.
CLC personnel will review the impact of the change on the entire control
structure as described in Section 1.5.3, Post Conversion Test Plan. CLC
will negotiate any perceived problems with PACIFIC and will arrange to have
the data tested utilizing the modified software.
If it is necessary for PACIFIC to request changes in the schedule, content
or format of usage data transmitted to CLC, PACIFIC will notify CLC.
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Attachment 14
1.3 Requested Changes
If it is necessary for either Party to request changes in the
schedule, content, or format of the usage data transmitted from
PACIFIC, the requesting Party will notify the other Party and the
terms and conditions of the change shall be mutually agreed upon
pursuant to the process set forth in Section 1.5.2.
When the negotiated changes are to be implemented, CLC and/or PACIFIC
will arrange for testing of the modified data as described in Section
1.5, Post Conversion Test Plan.
1.4 CLC Software Changes
When CLC plans to introduce any software changes which may impact the
format or content structure of the usage data transmitted from
PACIFIC, CLC will use reasonable best efforts to notify the designated
PACIFIC personnel, no less than one hundred twenty (120) calendar days
before such changes are implemented.
The CLC contact will communicate the projected changes to the
appropriate groups in PACIFIC so that potential impacts on PACIFIC
processing can be determined.
CLC will negotiate any perceived problems with PACIFIC and will
arrange to have the data tested utilizing the modified software.
Altering the one hundred twenty (120) day window for introducing
software changes can be negotiated by both companies, dependent upon
the scope and impact of the change.
1.5 Post-Conversion Test Plan
The test plan described below is designed to encompass all types of
changes to the usage data transferred by PACIFIC to CLC and the
methods of transmission for that data.
1.5.1 PACIFIC System Change Description
For a PACIFIC system change that would be reasonably likely to
impact CLC, PACIFIC shall provide CLC with an overall
description of the change, stating the objective and a brief
explanation of the reasons for the change.
During the initial negotiations regarding the change, PACIFIC
shall provide a list of the specific records and/or systems
impacted by the change to designated CLC personnel.
Finally, PACIFIC shall also provide CLC a detailed description
of the changes to be implemented. It shall include sufficient
detail for designated CLC personnel to analyze and estimate the
effects of the changes and to design tests to verify the
accuracy of the implementation.
1.5.2 Change Negotiations
PACIFIC will notify CLC in writing of all proposed change
negotiations initiated by PACIFIC. In turn, CLC will notify
PACIFIC in writing of proposed change negotiations initiated by
CLC.
After formal notification of planned changes, whether
originated by PACIFIC or CLC, negotiation meetings shall be
scheduled between designated CLC and PACIFIC personnel. The
first meeting should produce the overall change
Page 16
<PAGE>
Attachment 14
description (if not previously furnished) and the list of
records and/or systems affected.
In subsequent meetings, the parties shall jointly develop a
detailed description of changes to be implemented and a
detailed test procedure.
1.5.3 Control Change Analysis
Based on the detailed description of the changes and review
thereof by the parties in negotiation meetings, designated CLC
personnel will:
1.5.3.1 Determine the impact of the changes on the overall
structure.
1.5.3.2 Determine whether any single change has a potential
control impact (i.e., High error rate on individual
records that might result in pack rejection).
1.5.3.3 Determine whether any controls might be adversely
affected.
1.5.3.4 Arrange for appropriate control structure changes to
meet any of the above conditions.
1.5.4 Verification Of Changes
Based on the detailed description of changes and review thereof
in negotiation meetings, designated CLC personnel will:
1.5.4.1 Determine the type of change(s) to be implemented.
1.5.4.2 Develop a comprehensive test plan.
1.5.4.3 Negotiate scheduling and transfer of modified data
with PACIFIC.
1.5.4.4 Negotiate testing of modified data with the
appropriate CLC department.
1.5.4.5 Negotiate processing of verified data through the CLC
billing system with the appropriate department.
1.5.4.6 Arrange for review and verification of testing with
appropriate CLC groups.
1.5.4.7 Arrange for review of modified controls, if
applicable.
1.5.5 Introduction Of Changes
When all the testing requirements have been met and the results
reviewed and accepted, designated CLC personnel will:
1.5.5.1 Negotiate an implementation schedule.
1.5.5.2 Verify the existence of a contingency plan with the
appropriate CLC department.
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<PAGE>
Attachment 14
1.5.5.3 Arrange for the follow-up review of changes with
appropriate CLC personnel.
1.5.5.4 Arrange for appropriate changes in control program, if
applicable.
1.5.5.5 Arrange for long-term functional review of impact of
changes on the CLC billing system, i.e., accuracy,
timeliness, and completeness.
Page 18
<PAGE>
Attachment 14
SECTION VI
----------
APPENDICES
----------
SUMMARY OF APPENDICES
APPENDIX A
- ----------
Additional Information Regarding EMR Call Detail
APPENDIX B
- ----------
Confirmation Record
Page 19
<PAGE>
<TABLE>
<CAPTION>
Attachment 14
- ------------------------------------------------------------------------------------------------------------------------------------
EMR Number Description Use Notes
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
10-01-37 Interrupt Service Used to transmit
Charge recorded detail of
Interrupt Service from
the recording entity to
the rating entity. (i.e.,
busy line interrupt)
- ------------------------------------------------------------------------------------------------------------------------------------
Rated
- ------------------------------------------------------------------------------------------------------------------------------------
01-01-01 Message Used to bill long Message Type and Rate Class are
Telephone Service distance toll service used to indicated type of call (Sent
Charge Paid, Collect, etc) and whether the
call was person, station, etc. using
the valid values as described in the
EMI document.
- ------------------------------------------------------------------------------------------------------------------------------------
01-01-06# Non-dial Used to bill all charges
Conference Charge associated with an
operator serviced
conference call.
- ------------------------------------------------------------------------------------------------------------------------------------
01-01-07# Non-dial Optional record used for
Conference Leg bill display only. Record
provides the terminating
detail of each individual
leg associated with a
conference call. (When
used this record is
ALWAYS associated
with the 01-01-06
- ------------------------------------------------------------------------------------------------------------------------------------
01-01-08# Dialed Conference Used to bill all charges
Bridge Charge Associated with the set
up and connection of a
non-operator serviced
conference call.
Conferees must dial in
for connection to the
bridge.
- ------------------------------------------------------------------------------------------------------------------------------------
01-01-09# Billable Conference Used to bill individual
Leg Charge conference leg charges
associated with a non-
dial conference call.
- ------------------------------------------------------------------------------------------------------------------------------------
01-01-14# Telegram Charge Used to bill charges
associated with telegram
service.
- ------------------------------------------------------------------------------------------------------------------------------------
01-01-16# Information Used to bill a service Initially, CLC will reject these
Provider Service charge for a call to an records. CLC will begin accepting
Charge Information Provider them once system changes have been
(i.e., 900, 700 and NXX made and appropriate agreements
976 calls) signed.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 21
<PAGE>
<TABLE>
<CAPTION>
Attachment 14
- ------------------------------------------------------------------------------------------------------------------------------------
EMR Number Description Use Notes
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
10-01-18 Service Provider Used to bill charges for Service Name/Service Text Code
Charge miscellaneous service Indicator (position 77) contains a
not defined by another value of 0 to indicate that the
record type (i.e., recorded Service Name is present, not a
announcements) service text code.
Service Name is in positions 135-
= 146.
Service Text Code is not used by
PACIFIC.
- ------------------------------------------------------------------------------------------------------------------------------------
01-01-31 Local or Message Used to bill flat rated or
Unit Charge non-flat rated message
charges for services
provided by a LEC.
- ------------------------------------------------------------------------------------------------------------------------------------
01-01-80 Marine/Aircraft/ Used to bill toll charges
High Speed Train associated with calls
Toll Charge originating from and/or
terminating to a ship,
airplane or train.
- ------------------------------------------------------------------------------------------------------------------------------------
01-01-81 Marine/Aircraft/ Used to bill airtime
Link Charge charges for the
connection of the radio
link to/from the
exchange network for
calls originating from
and/or terminating to a
ship, airplane or high-
speed train.
- ------------------------------------------------------------------------------------------------------------------------------------
01-01-82 Marine non-dial Used to bill all charges
conference charge associated with an
operator service
conference call
originating from a ship.
- ------------------------------------------------------------------------------------------------------------------------------------
01-01-83 Marine Non-dial Optional record for bill
Conference leg display. Provides detail
on each conference call
leg for a Marine non-dial
conference call.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
# PACIFIC will never create these. These will only be sent as a pass-through
from CMDS.
Notes Regarding Specific Field Population
Indicator 6 - Tariff Applied/Rounding of Billable Time (Generally Position
87) - This indicator shall NOT be populated for Unrated records, including
all Category 10 records.
Notes Regarding Specific Types of Service/Calls
Directory Assistance Call Completion - EMR 10-01-01 or 10-01-31 will be used.
Indicator 24=3.
General Assistance (0-) - EMR 10-01-01 or 10-01-31 will be used. Indicator
30=9; Terminating Number = 0s.
Telecommunications Relay Service - EMR 01-01-01 will be used. Indicator
24=1.
Page 22
<PAGE>
Attachment 14
ATTACHMENT 14, APPENDIX B
CONFIRMATION RECORD LAYOUT
<TABLE>
<CAPTION>
Following is a layout of the Confirmation Record that CLC will create for each pack.
It may be modified as needed by CLC.
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Field Name Field Position Field Length Notes
- -------------------------------------------------------------------------------------------------------------
Category 01-02 x(2) Value: "RI"
- -------------------------------------------------------------------------------------------------------------
Group 03-04 x(2) Value: "PC"
- -------------------------------------------------------------------------------------------------------------
Record Type 05-06 x(2) Value: "03" (i.e., zero-three)
- -------------------------------------------------------------------------------------------------------------
Date Created - Year 07-08 9(2)
- -------------------------------------------------------------------------------------------------------------
Date Created - Month 09-10 9(2)
- -------------------------------------------------------------------------------------------------------------
Date Created - Day 11-12 9(2)
- -------------------------------------------------------------------------------------------------------------
Invoice Number 13-14 9(2)
- -------------------------------------------------------------------------------------------------------------
Filler 15-16 9(2) Zeroes
- -------------------------------------------------------------------------------------------------------------
From RAO 17-19 9(3)
- -------------------------------------------------------------------------------------------------------------
Send To RAO 20-22 9(3)
- -------------------------------------------------------------------------------------------------------------
Billing RAO 23-25 9(3)
- -------------------------------------------------------------------------------------------------------------
Operating Company Number 26-29 9(4)
- -------------------------------------------------------------------------------------------------------------
Filler 30-65 9(36)
- -------------------------------------------------------------------------------------------------------------
Total Sent Messages 66-72 9(7)
- -------------------------------------------------------------------------------------------------------------
Total Sent Revenue 73-82 9(8).99
- -------------------------------------------------------------------------------------------------------------
Number of Accepted Messages 83-89 9(7)
- -------------------------------------------------------------------------------------------------------------
Amount of Accepted Revenue 90-99 9(8).99
- -------------------------------------------------------------------------------------------------------------
Filler 100 9(1)
- -------------------------------------------------------------------------------------------------------------
Number of Rejected Messages 101-107 9(7)
- -------------------------------------------------------------------------------------------------------------
Amount of Rejected Revenue 108-117 9(8).99
- -------------------------------------------------------------------------------------------------------------
Filler 118-137 9(20) Zeroes
- -------------------------------------------------------------------------------------------------------------
Pack Status Code 138-139 9(2)
- -------------------------------------------------------------------------------------------------------------
Return Code 1 140-141 x(2)
- -------------------------------------------------------------------------------------------------------------
Return Code 2 142-143 x(2)
- -------------------------------------------------------------------------------------------------------------
Return Code 3 144-145 x(2)
- -------------------------------------------------------------------------------------------------------------
Return Code 4 146-147 x(2)
- -------------------------------------------------------------------------------------------------------------
Return Code 5 148-149 x(2)
- -------------------------------------------------------------------------------------------------------------
Return Code 6 150-151 x(2)
- -------------------------------------------------------------------------------------------------------------
Return Code 7 152-153 x(2)
- -------------------------------------------------------------------------------------------------------------
Return Code 8 154-155 x(2)
- -------------------------------------------------------------------------------------------------------------
Return Code 9 156-157 x(2)
- -------------------------------------------------------------------------------------------------------------
Return Code 10 158-159 x(2)
- -------------------------------------------------------------------------------------------------------------
Filler 160-175 x(16) Zeroes
- -------------------------------------------------------------------------------------------------------------
</TABLE>
Page 23
<PAGE>
ATTACHMENT 15
-------------
LOCAL NUMBER PORTABILITY
------------------------
AND NUMBER ASSIGNMENT
---------------------
<PAGE>
Attachment 15
LOCAL NUMBER PORTABILITY AND NUMBER ASSIGNMENT
1. Provision Of Local Number Portability
1.1 Until the implementation of Permanent Number Portability ("PNP") in
accordance with rules set forth by the FCC or the Commission, CLC and
PACIFIC shall provide remote call forwarding functionality to each
other pursuant to the terms of the tariff (including the charges
contained therein) filed by PACIFIC, except that the Parties (a) shall
establish accounts to track their own costs of providing INP pursuant
to this Agreement, including but not limited to any unrecovered
Switched Access resulting from the meet point billing arrangement set
out below, and (b) agree to recover such costs consistent with FCC and
Commission requirements at such time as such requirements are
established. The remote call forwarding functionality is identified in
PACIFIC's tariff as Directory Number Call Forwarding ("DNCF"). Each
Party will provide INP with minimum impairment of functionality,
quality, reliability and convenience to the other Party's subscriber.
Each Party will provide PNP as soon as it is technically feasible, in
conformance with FCC rules and the Act.
1.2 Remote Call Forwarding (RCF)
1.2.1 When RCF, which PACIFIC refers to as DNCF, is used to provide
INP, calls to the ported number will first route to the Porting
Party's switch. The Porting Party's switch will then forward
the call to a second "ported to" number with an NXX associated
with the Ported-to Party's switch. If necessary to handle
multiple simultaneous calls to the same ported telephone
number, the Ported-to Party may order up to ninety-nine (99)
paths for the provisioning of RCF.
1.2.2 PACIFIC shall provide RCF INP to CLC pursuant to the terms of
PACIFIC's DNCF tariff (including any modification subsequently
adopted by the Commission) filed by PACIFIC.
1.2.3 DNCF and CLC's equivalent RCF INP service calls will be
delivered over Local Interconnection Trunk Groups. Each Party's
customers will have the ability to receive collect calls and
bill to third party numbers. Call quality will be equivalent to
that which other RCF customers receive.
1.3 Flex Direct Inward Dialing (DID)
1.3.1 Flex DID may be used to provide subscribers with linked
service-provider INP by redirecting calls within the telephone
network. When Flex DID is used to provide INP, calls to the
ported number will first route to the Porting Party's switch
identified by the NPA-NXX of the ported number. The Porting
Party's switch shall direct calls to the ported number to the
Ported-to Party's switch over dedicated direct trunks. Traffic
on these trunks cannot overflow to other trunks, so the number
of trunks shall be conservatively engineered as agreed to by
the parties to ensure a customer's incoming traffic is not
degraded (e.g. calls are blocked). Flex DID allows the
provisioning of individual numbers to be ported and a full 10
digit address can be outpulsed.
1.3.2 Flex DID traffic will be delivered over dedicated direct end
office trunk groups, and will not overflow to routes directed
through a tandem.
Page 1
<PAGE>
Attachment 15
2.1 Route Indexing
Route Indexing (RI) may take two forms: Route Index-Portability Hub
(RI-PH) or Directory Number-Route Index (DN-RI).
2.1.1 RI-PH will route a dialed call to the Porting Party's switch
associated with the NXX of the dialed number. The Porting
Party's switch shall then insert a prefix onto the dialed
number which identifies how the call is to be routed to the
Ported-to Party as the local service provider. The prefixed
dialed number is transmitted to the Porting Party's tandem
switch to which the Ported-to Party is connected. The prefix is
removed by the operation of the tandem switch and the dialed
number is routed to the Ported-to Party's switch so the routing
of the call can be completed by the Ported-to Party.
2.1.2 DN-RI is a form of RI that requires direct trunking between the
Porting Party's switch to which the ported number was
originally assigned and the Ported-to Party's switch to which
the number has been ported. The Porting Party's switch shall
send the originally dialed number to the Ported-to Party's
switch without a substituted prefix.
2.1.3 RI-PH will be delivered over Local Interconnection Trunk
Groups. DN-RI will be delivered over direct end-office
interconnection trunks using SS7 signaling.
2.2 LERG Reassignment
Portability for an entire NXX of numbers, when all customers in the
NXX are migrating to the Ported-to Party, shall be provided by
utilizing reassignment of the block to the Ported-to Party through the
LERG.
3. Other Interim Portability Provisions
3.1 With regard to the division of terminating Switched Access revenues
associated with RCF, the Porting Party shall pay the Ported-to Party
$1.75 per month for each business line and $1.25 per month for each
residence line associated with the INP arrangement. Determination of
the number of lines to which the above payment shall apply will be
made at the time the INP arrangement is established. The payment
shall be made based on the total number of lines included in the same
hunting arrangement as the INP number. Partial months will be paid on
a prorated basis and such payment shall continue until the INP
arrangement is disconnected or PNP is made available for the INP
number, whichever occurs first. Such amount is in consideration of
the Switched Access compensation and reciprocal compensation that
would have been received by each Party if PNP had been in effect.
3.2 The Parties shall exchange SS7 TCAP messages as required for the
implementation of Custom Local Area Signaling Services (CLASS) or
other features available in each Party's network. This requirement is
not applicable:
i. where INP is provisioned using MF signaling, or
ii. for certain CLASS features (e.g., call return) when RCF or Route
Indexing INP is used.
Page 2
<PAGE>
Attachment 15
3.3 Each Party shall disclose to the other Party any technical or capacity
limitations that would prevent use of a requested INP implementation
in a particular switching office. Both Parties shall cooperate in the
process of porting numbers to minimize customer out-of-service time,
including updating switch translations where necessary.
3.4 With respect to 911 service associated with ported numbers under INP,
the Porting Party agrees that all ported directory numbers (DN) will
remain in the Public Service Answering Points (PSAP) routing
databases. When RCF INP or other INP methods that use a ported to
number are used, it is the responsibility of the Ported-to Party to
provide both the ported numbers and ported to numbers to the Porting
Party to be stored in the Porting Party's appropriate databases. CLC
will input the ported number and the ported to number with CLC's data
via the E911 Management System (MS) Gateway for storage in the MS. The
Ported-to Party shall have the right to verify the accuracy of the
information in the appropriate databases. CLC may verify the accuracy
of the information in the E911 MS via the MS Gateway.
4. Permanent Number Portability (PNP)
4.1 The Parties agree to implement PNP, in compliance with FCC or CPUC
orders, within and between their networks as soon as technically
feasible, but no later than the schedule established by the FCC or
CPUC.
4.2 Both Parties agree to release ported telephone line numbers back to
the original carrier assigned an NXX in the LERG when they "become
vacant" (i.e., when they are no longer in service for the original
customer), and any applicable referral/intercept period has expired.
The Parties agree to comply with such industry guidelines as may be
established for the treatment of vacant telephone numbers, including
provisions for number pooling, where available.
4.3 To the extent that a query is performed or required to be performed,
each Party will make arrangements to perform its own queries for PNP
calls. To the extent that a LTNP database query is performed or
required to be performed, each party will perform queries on a N-1
basis, where N is the entity terminating the call to the end user.
For interLATA carrier calls, the interLATA carrier will perform the
query even if that carrier is also the carrier terminating the call to
the end user. In keeping with the Network Reliability Council
recommendations to protect general network failures from propagating
from one network to another and in the case of failure in PACIFIC's or
CLC' network which would prevent the querying of LTNP calls, the Party
experiencing the failure will prevent the delivery of those inquired
calls to the other Party's network via default routing, except under
prior agreement. PACIFIC and CLC reserve the right to block default
routed calls incoming to its network in the event of a significant
network failure in order to protect the public switched network from
overload, congestion, or failure propagation.
Page 3
<PAGE>
Attachment 15
5. Requirements For INP And PNP
5.1 Cut-Over Process
The Parties shall cooperate in the process of porting numbers from one
carrier to another so as to limit service outage for the ported
subscriber. This may include, but not be limited to, the Porting Party
promptly updating its network element translations following
notification by the industry SMS, or ported-to local service provider,
and deploying such temporary translations as may be required to
minimize service outage, e.g., unconditional triggers. The Parties
agree to comply with such industry guidelines as may be established in
the appropriate subcommittees of the California Local Number
Portability Task Force for the cut-over process.
5.2 Testing
Both Parties shall cooperate in conducting testing to ensure
interconnectivity between systems. Each Party shall inform the other
Party of any system updates that may affect the other Party's network
and each Party shall, at the other Party's request, perform tests to
validate the operation of the network. Additional testing requirements
may apply as specified by this Agreement.
5.3 Non-Geographical Numbers
Neither Party shall be required to provide Number Portability for non-
geographic services (i.e., 500, 700 and 900 Service Access Codes
(SACs), and 976 NXX and similar services) under this Agreement.
5.4 Engineering and Maintenance
Both Parties will cooperate to ensure that performance of trunking and
signaling capacity is engineered and managed at levels which are at
least at parity with that provided by the other Party to its
subscribers and to ensure effective maintenance testing through
activities such as routine testing practices, network trouble
isolation processes and review of operational elements for
translations, routing and network fault isolation. Additional specific
engineering and maintenance requirements shall apply as specified in
this Agreement. For subscribers ported by INP using RCF, Flex DID or
RI, the Ported-to Party shall perform appropriate testing to isolate
trouble prior to referring repair requests to the Porting Party. For
subscribers ported by PNP, trouble shooting by the Porting Party shall
generally involve verification that a proper location routing number
has been entered into the system, and other trouble shooting as may be
established in industry guidelines.
5.5 Treatment of Telephone Line Number Based Calling Cards
5.5.1 PACIFIC shall remove from its Line Information Data Base (LIDB)
all existing PACIFIC issued Telephone Line Number (TLN)-based
card numbers issued to a customer, when that customer ports the
associated telephone numbers to CLC.
5.5.2 PACIFIC shall continue to allow CLC access to its LIDB. Other
LIDB provisions are specified in this Agreement.
Page 4
<PAGE>
Attachment 15
6. Assignment Of NXX Codes And Telephone Numbers
6.1 The Parties agree, in principle, that the administration and
assignment of Central Office Codes ("NXXs") should be moved from
PACIFIC to a neutral third party. In the interim, where PACIFIC
functions as California Code Administrator, the following provisions
apply:
6.1.1 Each Party will comply with Industry Carriers Compatibility
Forum ("ICCF") Central Office Code (NXX) Assignment Guidelines,
INC 95-0407-008 ("ICCF Guidelines").
6.1.2 Unless the FCC adopts rules that differ from the ICCF Central
Office Code Assignment Guidelines, PACIFIC will assign NXX
codes to CLC according to those Guidelines in a competitively
neutral manner and on a basis no less favorable than that on
which PACIFIC assigns codes to itself. These Number
Administrator functions will be provided without charge. Number
Administrator functions do not include opening NXX Codes.
6.1.3 It shall be the responsibility of each Party to program and
update its own switches and network systems to recognize and
route traffic to the other Party's assigned NXX codes at all
times. Neither PACIFIC nor CLC shall charge each other for
changes to switch routing software necessitated by the
creation, assignment or reassignment or activation of NPA or
NXX codes.
6.1.4 The Parties will each be responsible for the electronic input
of their respective number assignment information into the
Routing Database System.
6.1.5 The Parties will provide to each other test-line numbers and
access to test lines, including a test-line number that returns
answer supervision in each NPA-NXX opened by a Party.
6.1.6 PACIFIC, in its role as the California Code Administrator, will
provide routine reporting on NXX availability, consistent with
the orders of the Commission.
6.1.7 The Parties agree that any forecasts required to be submitted
prior to establishment of an independent third party
administrator will be considered confidential and proprietary,
and will only be made available to the California Code
Administrator for the purposes of code assignment and
administration.
6.2 In those circumstances where CLC assigns its customers telephone
numbers from an NXX assigned in the LERG to PACIFIC, CLC shall be able
to obtain and assign telephone numbers from PACIFIC in the same manner
that PACIFIC performs these functions for its own customers.
6.2.1 CLC can request, review, reserve, exchange and return telephone
numbers for up to five basic exchange or COPT lines or single-
line ISDN, on an electronic, real-time basis to allow
assignment during service negotiation with the CLC's customer.
Such access shall be provided as described with respect to the
Operational Support Services ("OSS") functions set forth in
Attachment 11.
6.2.2 Number assignments other than those described in Section 6.2.1.
above,
Page 5
<PAGE>
Attachment 15
including specialty numbers and complex product assignments, will be
obtained through a telephone call to the unbranded Number Assignment
Center (NAC) in the LISC. This NAC is unbranded to allow CLC to
include its customer in the call without indication that they are
interacting with PACIFIC.
6.3 CLC will be provided with electronic access for additional number products
as soon as such access is made available by PACIFIC. Such access shall be
provided as described with respect to other OSS functions set forth in
Attachment 11.
Page 6
<PAGE>
ATTACHMENT 16
-------------
SECURITY
--------
<PAGE>
Attachment 16
SECURITY
--------
1. Protection of Service and Property
----------------------------------
1.1 For the purpose of notice permitted or required by this Attachment,
each Party shall provide the other Party a single point of contact
available twenty-four (24) hours a day, seven (7) days a week.
1.2 PACIFIC and CLC shall each exercise the highest degree of care to
prevent harm or damage to the other Party, its employees, agents or
customers, or their property. Each Party, its employees, agents, or
representatives agree to take reasonable and prudent steps to ensure
the adequate protection of property and services of the other Party.
1.3 Each Party having on its premises any equipment, support equipment,
systems, tools and data of the other Party, or spaces which contain
or house the other Party's equipment or equipment enclosures, shall
restrict access thereto to employees and authorized agents of that
other Party.
1.4 PACIFIC shall use electronic controls to protect all spaces which
house or contain CLC equipment or equipment enclosures, but if
electronic controls are not available, PACIFIC shall either furnish
security guards at those PACIFIC locations already protected by
security guards on a seven (7) day per week, twenty-four (24) hour a
day basis; and if none, PACIFIC shall permit CLC to install silent
intrusion alarms back to manned sites. CLC agrees that PACIFIC shall
be the single point of contact with all law enforcement authorities
or public agencies with respect to problems or alarms related to
CLC's equipment or equipment enclosures located on PACIFIC's
premises. In no event will CLC contact law enforcement authorities or
public agencies as a result of a silent alarm.
1.5 PACIFIC shall furnish to CLC a current written list of PACIFIC's
employees who PACIFIC authorizes to enter spaces which house or
contain CLC equipment or equipment enclosures, with samples of the
identifying credentials to be carried by such persons.
1.6 CLC shall furnish to PACIFIC a current written list of CLC's
employees or agents who CLC authorizes to enter PACIFIC's Central
Offices, with samples of identifying credentials to be carried by
such persons.
1.7 With respect to any equipment, support equipment, systems, tools and
data of one Party on the premises of the other Party, or spaces which
contain or house the other Party's equipment or equipment enclosures,
each Party shall comply with the security and safety procedures and
requirements of the Party that owns
Page 1
<PAGE>
Attachment 16
or controls the premises, including but not limited to sign-in,
identification and escort requirements.
1.8 PACIFIC shall allow CLC to inspect or observe spaces which house or
contain CLC equipment or equipment enclosures at any time within
normal business hours and shall furnish CLC with all keys, entry
codes, lock combinations, or other materials or information which may
be needed to gain entry into any secured CLC space. In the event of an
emergency, CLC shall contact a single point of contact provided by
PACIFIC for access to spaces which house or contain CLC equipment or
equipment enclosures. Such PACIFIC single point of contact shall be
available to receive calls from CLC twenty-four (24) hours a day,
seven (7) days a week and make access available to CLC within three
(3) hours after receiving a call from CLC.
1.9 PACIFIC agrees not to use card access readers and devices that use
cards which are encoded identically, or that use mechanical coded
locks on external doors or on internal doors to spaces which house
mission critical equipment or equipment which supports the mission
critical equipment.
1.10 PACIFIC shall limit the keys used in its keying systems for spaces
which contain or house CLC equipment or equipment enclosures to
PACIFIC's employees and representatives for emergency access only. CLC
shall further have the right to require PACIFIC to change locks at
PACIFIC's expense where there is evidence of inadequate security. In
all other cases, CLC may require PACIFIC to change locks at CLC's
expense.
1.11 PACIFIC shall install security studs in the hinge plates of doors
having exposed hinges if such doors lead to spaces which contain or
house CLC equipment or equipment enclosures.
1.12 PACIFIC shall use reasonable measures to control unauthorized access
from passenger and freight elevators to spaces which contain or house
CLC equipment or equipment enclosures.
1.13 PACIFIC shall provide notification within two (2) hours to designated
CLC personnel to indicate an actual or attempted security breach.
2. Additional Provisions Applicable to Collocation Spaces
------------------------------------------------------
2.1 PACIFIC shall be responsible for the security of CLC's collocation
spaces. Security measures shall meet or exceed CLC's requirements. If
a security issue arises or if CLC believes that PACIFIC's security
measures fail to meet CLC's requirements, CLC shall notify PACIFIC and
the Parties shall work together to address the problem. PACIFIC shall,
at a minimum, do the following:
2.2 PACIFIC shall design collocation cages to prevent unauthorized access.
Page 2
<PAGE>
Attachment 16
2.3 PACIFIC shall establish procedures for controlling access to the
collocation areas by employees, security guards and others. Those
procedures shall limit access to the collocation equipment areas to
PACIFIC's employees, agents or invitees having a business need to be
in these areas. PACIFIC shall require all persons entering the
collocation equipment areas to wear identification badges.
2.4 PACIFIC shall provide card key access to all collocation equipment
areas, along with a positive key control system for each collocator's
cage area.
2.5 CLC security personal may audit the collocation area at a PACIFIC
location for compliance with security procedures.
3. Disaster Recovery
-----------------
3.1 PACIFIC shall maintain for CLC the same level of disaster recovery
capability to be used in the event of a system failure or emergency as
PACIFIC provides for itself. PACIFIC will provide CLC with a written
summary of such capability within 30 days after the effective date of
this Agreement, subject to the non-disclosure provisions of this
Agreement.
4. Data Protection
---------------
4.1 Each Party shall Install controls in any of its data bases to which
the other Party has access:
4.1.1 to deny access to data base users after a pre-determined period
of inactivity; and
4.1.2 to protect the other Party's proprietary information and the
other Party's customer proprietary information.
4.2 PACIFIC shall maintain control over databases used by CLC to protect
both ongoing operational and update integrity, at parity with control
features that PACIFIC provides to itself.
4.3 Each Party shall assure that all approved system and modem access is
secured through security servers. Access to or connection with a
network element shall be established through a secure network or
security gateway.
4.4 With respect to access to the network or gateway of the other Party,
each Party will comply with the other Party's corporate security
instructions for computer and network security.
5. Network Fraud Control
---------------------
5.1 PACIFIC shall make available to CLC for use with any services provided
by PACIFIC to CLC under this Agreement all present and future fraud
control
Page 3
<PAGE>
Attachment 16
features, including prevention, detection, or control functionality
utilized in PACIFIC's network. At present these features include (i)
disallowance of call forwarding to international locations and 1OXXX cut-
through, (ii) coin originating ANI 11 digits, (iii) dial tone reorigination
patches, (iv) terminating blocking and (v) 900/976 blocking.
5.2 In addition, subject to section 5.3.3 below and Section 1.6 of Attachment
6, PACIFIC shall provide partitioned access within pertinent Operations
Support Systems ("OSS") for fraud control.
5.3 Rates:
5.3.1 Terminating blocking of 800 and 900/976 blocking are available as
Local Services, at the rates specified in Attachment 8.
5.3.2 Disallowance of call forwarding to international locations and
1OXXX cutthrough, coin originating ANI 11 digits, and dial tone
reorigination patches, are available with Local Services, basic
exchange service or LSNE, at no additional charge.
5.3.3 Future fraud control features and functionalities will be available
at rates, if any, subject to the Act, regulations thereunder and
relevant FCC and Commission decisions.
6. Law Enforcement Interface
- ------------------------------
6.1 Each Party shall provide the other Party with a single point of contact to
interface on a twenty-four (24) hour, seven (7) day a week basis on law
enforcement and service annoyance issues, including, without limitation,
call traces, wiretaps and traps.
6.2 PACIFIC will provide necessary assistance to law enforcement personnel to
facilitate the execution of court orders addressed to PACIFIC that
authorize wiretaps and dialed number recorders relating to services and
facilities of CLC customers. PACIFIC will notify law enforcement personnel
that the court order applies to an CLC circuit, not a PACIFIC circuit.
PACIFIC will bill the appropriate law enforcement agency for these services
under its customary practices.
6.3 When requested by CLC for security purposes, PACIFIC shall use reasonable
best efforts to provide CLC with Recorded Usage Data within two hours of
the call completion but in any event shall provide such data not later than
twenty-four hours of call completion. The Recorded Usage Data may be
provided in AMA format.
6.4 To the extent required by law, PACIFIC shall provide soft dial tone to
allow only the completion of calls to final termination points required by
law.
Page 4
<PAGE>
ATTACHMENT 17
-------------
PERFORMANCE STANDARDS
---------------------
<PAGE>
Attachment 17
SERVICE PERFORMANCE MEASURES
TABLE OF CONTENTS
Section Page
- ------- ----
A. Performance Index and Measurements:
A.1. Provisioning 2
A.2. Maintenance 6
A.3. Wholesale Billing 10
A.4. Customer Usage Data 12
B. Performance Thresholds 16
Page i
<PAGE>
Attachment 17
Introduction
- ------------
1. Pursuant to Section 12 of this Agreement, Section A of this Attachment 17
sets forth the service standards, measurements, and performance applicable
to Local Services, Network Elements or Combinations provided under this
Agreement.
Section B of this Attachment 17 sets forth thresholds for initiating
performance and process improvement procedures.
As experience is acquired under this Agreement with the new business
processes established, the Parties expect to learn which measurements set
forth in Section A are more or less useful than others. The parties also
expect that experience will show whether new measurements are needed or
whether certain existing measurements are not needed. Accordingly, while
this Agreement is in effect, either Party may, from time to time, request
the addition, deletion or modification of the measures set forth in Section
A. For example, the Parties will work together in good faith to develop an
appropriate measure for Held Orders. In the event the Parties cannot agree
on such addition, deletion or modification they will utilize the escalation
process defined in Section 3.1 of the Attachment 3.
Unless otherwise stated, PACIFIC shall make monthly reports to CLC. For
each measure, PACIFIC will report on the service level it provides to CLC,
the service level it provides to itself, and the average of the service
levels it provides to all other CLCs.
2. "Parity" Defined: PACIFIC shall provide services to CLC that, for any
relevant period of measurement, have substantially the same characteristics
of timeliness and performance as PACIFIC provides at retail and, for such
purpose, those services shall be deemed to have substantially the same
characteristics for any population of 30 or more observations if it has the
same statistical distribution at the 90% confidence interval. Service
Parity is achieved when PACIFIC's service performance, as defined by the
designated comparable measures, is within 1.65 standard deviations (90%
confidence level) of the average retail performance for the equivalent
retail product or service, subject to the definitions contained within this
Attachment 17. The calculation of 1.65 standard deviations will be based
on the most recent two full calendar quarters of actual performance and
revised quarterly. As used in the preceding sentence, PACIFIC's "average
retail performance for the equivalent retail product or service" shall be
calculated using all available observations of PACIFIC performance, rather
than any form of sampling. "PACIFIC's service performance" for CLC shall,
similarly, be calculated using all available observations. Average
performance will be measured and reported monthly for each comparable
measure. These measurements shall be subject at all times to the
provisions of Section 1.1 of the Agreement.
Service Parity applies to the comparable measures only. Other agreed to
performance measures will be based on specified service standards and will
apply as defined in this Attachment 17.
Page 1
<PAGE>
Attachment 17
SECTION A
A.1 Provisioning Service Performance Measures
1. Installation Appointments Commitment Met
----------------------------------------
Definition:
-----------
This measures the percent of service orders where the completion date
matches the committed due date, e.g., the due date is 4/01/96, service is
installed and the order is completed 4/01/96.
Method of Calculation:
----------------------
As a measurement of comparable service, this metric will be in parity with
PACIFIC's comparable services. This measure excludes disconnect orders.
This measure will be calculated separately for each PACIFIC region. These
regions are Los Angeles, Bay, North and South. Measurements will be
calculated by Business (Single and Multi-line, Centrex, PBX Trunks),
Residence, Link, and ISDN.
Total number of orders completed on time
----------------------------------------
Total number of orders completed x 100
Reporting Period:
-----------------
Monthly, and sorted by Business (Single and Multi-line, Centrex, PBX
Trunks), Residence, Link, and ISDN.
2. % Installation Reports
----------------------
Definition:
-----------
This measures the number of trouble reports that occur within the first 30
days of service installation (e.g., Service is installed on 4/01/96, a
trouble is reported on 4/05/96).
Method of Calculation:
----------------------
As a measurement of comparable service, this metric will be in parity with
PACIFIC's comparable services. This measure will be calculated separately
for each PACIFIC region. These regions are Los Angeles, Bay, North and
South. This measure only includes PACIFIC Network Troubles. Measurements
will be calculated by Business (Single and Multi-line, Centrex, PBX
Trunks), Residence, Link, and ISDN.
Total number of installations with trouble reported within 30 days from
-----------------------------------------------------------------------
completion.
----------
Total number of service orders completed x 100
Page 2
<PAGE>
Attachment 17
Reporting Period:
-----------------
Monthly, and sorted by Business (Single and Multi-line, Centrex, PBX
Trunks), Residence, Link, and ISDN.
3. Firm Order Confirmation (FOC) Received in (less than) 4 Hours
-------------------------------------------------------------
Definition:
-----------
Measures percent of Firm Order Confirmations sent to CLC within 4 hours of
receipt of the Basic Exchange order, Centrex line, ISDN or PBX trunk. This
measurement applies to less than 20 Basic Exchange lines or Links on one
order and less than 6 Centrex lines, 6 PBX trunks, or 6 ISDN lines on one
order. Orders of 20 or more Basic Exchange lines or links on one order or
six or more Centrex lines, six or more PBX trunks or six or more ISDN lines
on one order will be tracked on an individual case basis (ICB) and measured
against the agreed-to commitments.
Method of Calculation:
----------------------
As a measurement of Performance Standards, this metric will comply with the
specific performance level shown below. Measurements will be calculated by
Business (Single and Multi-line, Centrex, PBX Trunks), Residence, Link, and
ISDN. Measure excludes FOCs associated with "as is" and "as specified"
migration orders.
Total Number of FOC's returned In (less than) 4 Hours
-----------------------------------------------------
Total Number of FOC's returned x 100 = 95%
Report Period:
--------------
Monthly, and sorted by Business (Single and Multi-line, Centrex, PBX
Trunks) ISDN, Residence, Link.
4. Firm Order Confirmation Quality - % Accurate and Complete
---------------------------------------------------------
Definition:
-----------
Measures percent of Firm Order Confirmations that are accurate and
complete.
Method of Calculation:
----------------------
As a measurement of Performance Standards, this metric will comply with the
specific performance level shown below. Measurements will be calculated by
Business (Single and Multi-line, Centrex, PBX Trunks), Residence, Link, and
ISDN.
Total Number of FOC's returned accurate and complete
----------------------------------------------------
Total Number of FOC's returned for the month x 100 = 95%
Reporting Period:
-----------------
Page 3
<PAGE>
Attachment 17
Monthly, and sorted by Business (Single and Multi-line, Centrex, PBX
Trunks) ISDN, Residence, Link.
5. LSP to LSP Migration Notification - % On Time
---------------------------------------------
Definition:
-----------
Measures the percent of migration notifications sent to CLC within 48 hours
of receipt of the migration order.
Method of Calculation:
----------------------
As a measurement of Performance Standards, this metric will comply with the
specific performance level shown below. Measurements will be calculated by
Business (Single and Multi-line, Centrex, PBX Trunks), Residence, Link, and
ISDN.
Total Number of Migration Notifications returned (less than) 48 hours
---------------------------------------------------------------------
Total Number of Migration Notifications returned for the month x 100 = 95%
Reporting Period:
-----------------
Monthly, and sorted by Business (Single and Multi-line, Centrex, PBX
Trunks), ISDN, Residence.
6. Requests for Customer Service Records (CSR)
-------------------------------------------
Definition:
-----------
Measures the percent of Customer Service Records sent to CLC within 4 hours
of receiving the request and appropriate LOA. This measurement applies to
less than 20 Basic Exchange lines billed under one number and less than 6
Centrex lines or 6 PBX trunks, or 6 ISDN lines, billed under one number.
Measurements will be calculated by Business (Single and Multi-line,
Centrex, PBX Trunks), Residence, Link, and ISDN.
Method of Calculation:
----------------------
As a measurement of Performance Standards, this metric will comply with the
specific performance level shown below.
Number of CSRs received (less than) 4 Hours
-------------------------------------------
Total Number of Requests for CSR x 100 = 95%
Reporting Period:
-----------------
Monthly, and sorted by Business (Single and Multi-line, Centrex, PBX
Trunks), ISDN, Residence
7. Local PIC Change - % On Time
----------------------------
Page 4
<PAGE>
Attachment 17
Definition:
-----------
Measures the percent of local PIC changes initiated by the CLC that are
processed within 24 hours of receipt of the order. This interval will stay
in parity with interLATA PICs.
Method of Calculation:
----------------------
As a measurement of Performance Standards, this metric will comply with the
specific performance level shown below. Measurements will be calculated by
Business (Single and Multi-line, Centrex, PBX Trunks), Residence, Link, and
ISDN.
Total Number of PIC Changes Completed Within 24 Hours
-----------------------------------------------------
Total Number of PIC Change Requests X 100 = 95%
Reporting Period:
-----------------
Monthly, and sorted by Business (Single and Multi-line, Centrex, PBX
Trunks), ISDN, Residence:
8. Service Order Discrepancy
-------------------------
Definition:
-----------
Measures percent of Orders initiated by CLC that result in a discrepancy.
An order will be considered to be discrepant if at any time after receipt
of the order PACIFIC has to either reject the order or request a supplement
of the order from the CLC as a result of incomplete or inaccurate
information, as defined in PACIFIC's most current Resale Access Line
Request Forms Instruction Guide (Guide). If CLC service orders conform to
the Guide, rejects or requests to supplement such service orders will be
excluded from this measurement. CLC and PACIFIC will mutually agree on
revisions to the Guide that affect service order form or content. If they
are unable to agree, they will utilize the escalation process as set forth
in Section 1 of the Introduction to this Attachment
Method of Calculation:
----------------------
As a measurement of Performance Standards, this metric will comply with the
specific performance level shown below. Measurements will be calculated by
Business (Single and Multi-line, Centrex, PBX Trunks), Residence, Link, and
ISDN.
Total number of orders issued without discrepancy
-------------------------------------------------
Total number of orders issued X 100 = 90%
Reporting Period:
-----------------
Monthly, and sorted by Business (Single and Multi-line, Centrex, PBX
Trunks), ISDN, Residence, Link.
9. Trunk Orders Installed on Time
------------------------------
Page 5
<PAGE>
Attachment 17
Definition:
-----------
Measures the percent of local interconnection trunks that are completed on
or before the due date. The comparative performance measure is Feature
Group B & D Switched Access.
Method of Calculation:
----------------------
As a measurement of comparable service, this metric will be in parity with
PACIFIC's comparable services. The comparative measure is Feature Group B &
D switched access.
- -------------------------------------------------------------------------------
Total number of orders completed on time
---------------------------------------- x 100
Total number of orders completed
- -------------------------------------------------------------------------------
Reporting Period:
----------------
Monthly
10. Trunk Firm Order Confirmation Timeliness
----------------------------------------
Definition:
-----------
Measures percent of FOCs sent to CLC within the specified time (equivalent
to Feature Group B & D Switched Access.)
Method of Calculation:
----------------------
As a measurement of comparable service, this metric will be in parity with
PACIFIC's comparable services. The comparative measure is Feature Group B &
D Switched Access.
Reporting Period:
-----------------
Monthly
11. Trunk Service Order Discrepancy
-------------------------------
Definition:
-----------
Measures percent of Interconnection Service Requests (ISR) initiated by CLC
that result in a discrepancy. An order will be considered to be discrepant
if at any time after receipt of the order PACIFIC has to either reject the
order or request a supplement of the order from the CLC as a result of
incomplete or inaccurate information, as defined in PACIFIC's most current
Resale Access Line Request Forms Instruction Guide (Guide). If CLC service
orders conform to the Guide, rejects or requests to supplement such service
orders will be excluded. CLC and PACIFIC will mutually agree on revisions
to the Guide that affect service order form or content. If they are unable
to agree, they will utilize the escalation process as set forth in the
Section I of the Introduction to this Attachment
Method of Calculation:
----------------------
Page 6
<PAGE>
Attachment 17
As a measurement of Performance Standards, this metric will comply with the
specific performance level shown below
- -------------------------------------------------------------------------------
Total number of orders issued without discrepancy
------------------------------------------------- X 100 = 90%
Total number of orders issued
- -------------------------------------------------------------------------------
Reporting Period:
-----------------
Monthly
12. Forecasting
-----------
Definition:
-----------
Measures the accuracy of forecasted volumes of residence and business LINK
orders. In addition measures the accuracy of forecasted volumes of
migration and new connects for the following resale service orders:
residence basic exchange, business basic exchange, Centrex, PBX and ISDN.
Method of Calculation:
----------------------
Forecasts are accurate within 20% +/- in any calendar month of the forecast
period (measurement excludes Interconnection Trunks)
Reporting Period:
-----------------
Monthly
CLC will use its best efforts to provide accurate forecasts to PACIFIC on a
quarterly basis. The forecasts will include all resale and unbundled
products CLC will be ordering within the forecast period. The forecast
should cover the current year plus two years and all but the last year on a
monthly basis and the last year on a quarterly basis. The forecast will be
revised quarterly and rolled forward once a year. The first two quarterly
forecasts will be by LATA. All subsequent forecast will be by wirecenter
(LSO). Interconnection trunks will not be covered in this product forecast
but will be jointly forecasted as described elsewhere in this Agreement.
13. Average Delay Days
------------------
Definition:
-----------
Measures the average number of days a service order is delayed due to an
appointment being missed.
Method of Calculation:
----------------------
As a measurement of comparable service, this metric will be in parity with
PACIFIC's comparable services. Measurements will be calculated by Business
(Single and Multiline, Centrex, PBX Trunks), Residence, Link, and ISDN.
Total delayed days
Total appointments missed
Page 7
<PAGE>
Attachment 17
A.2 Maintenance Service Performance Measures
1. % Maintenance Appointments Met
------------------------------
Definition:
----------
This measures the number of troubles that are cleared on or before the
committed date and time.
Method of Calculation:
----------------------
As a measurement of comparable service, this metric will be in parity with
PACIFIC's comparable services. This measure includes PACIFIC network
troubles only. This measure will be calculated separately for each PACIFIC
region. These regions are Los Angeles, Bay, North and South. Measurements
will be calculated by Business (Single and Multi-line, Centrex, PBX
Trunks), Residence, Link, and ISDN.
- --------------------------------------------------------------------------------
Number of trouble reports with Appointments Met
----------------------------------------------- x 100
Number of trouble reports completed
- --------------------------------------------------------------------------------
Reporting Period:
-----------------
Monthly, and sorted by Business (Single and Multi-line, Centrex, PBX
Trunks), Residence, Link, and ISDN.
2. % Repeat Troubles within 30 Days
--------------------------------
Definition:
-----------
This Measures the percent of trouble reports on the same telephone line
where there was a previous trouble within the last thirty days.
Method of Calculation:
----------------------
As a measurement of comparable service, this metric will be in parity with
PACIFIC's comparable services. This measure includes PACIFIC network
troubles only. This measure will be calculated separately for each PACIFIC
region. These regions are Los Angeles, Bay, North and South. Measurements
will be calculated by Business (Single and Multi-line, Centrex, PBX
Trunks), Residence, Link, and ISDN.
- -------------------------------------------------------------------------------
Number of repeat trouble reports
--------------------------------
Number of trouble reports completed
- -------------------------------------------------------------------------------
Reporting Period:
-----------------
Page 8
<PAGE>
Attachment 17
Monthly, and sorted by Business (Single and Multi-line, Centrex, PBX
Trunks), Residence, Link, and ISDN.
3. Report Rate
-----------
Definition:
-----------
The metric measures the number of troubles per 100 lines in service per
month.
Method of Calculation:
----------------------
As a measurement of comparable service, this metric will be in parity with
PACIFIC's comparable services. This measure includes PACIFIC Network
troubles only. This measure will be calculated separately for each PACIFIC
region. These regions are Los Angeles, Bay, North and South. Measurements
will be calculated by Business (Single and Multi-line, Centrex, PBX
Trunks), Residence, Link, and ISDN.
- --------------------------------------------------------------------------------
Number of trouble reports per month
-----------------------------------
Number of Lines + 100
- --------------------------------------------------------------------------------
Reporting Period:
-----------------
Monthly, and sorted by Business (Single and Multi-line, Centrex, PBX
Trunks), Residence, Link, and ISDN.
4. Receipt To Clear Duration
-------------------------
Definition:
-----------
Measures the average duration in hours and minutes of all trouble reports
from receipt to clear.
Method of Calculation:
----------------------
As a measurement of comparable service, this metric will be in parity with
PACIFIC's comparable services. This measure includes PACIFIC Network
troubles only. This measure will be calculated separately for each PACIFIC
region. These regions are Los Angeles, Bay, North and South. Measurements
will be calculated by Business (Single and Multi-line, Centrex, PBX
Trunks), Residence, Link, and ISDN.
- --------------------------------------------------------------------------------
Total Number of Trouble Hours and Minutes
-----------------------------------------
Total Number of Trouble Reports
- --------------------------------------------------------------------------------
Reporting Period:
-----------------
Monthly, and sorted by Business (Single and Multi-line, Centrex, PBX
Trunks), Residence, Link, and ISDN.
Page 9
<PAGE>
Attachment 17
A.3 Local Wholesale Billing
1. Timeliness of Mechanized Local Bill Delivery
--------------------------------------------
Definition:
-----------
Measures the number of days from bill date to delivery.
Method of Calculation:
----------------------
- --------------------------------------------------------------------------------
Number of mechanized CABS bills on time
--------------------------------------- x 100
Total number of bills received
- --------------------------------------------------------------------------------
2. Timeliness of Local Service Order Billing
-----------------------------------------
Definition:
-----------
Measures the number of Local Service Orders billed within the current bill
cycle.
Calculation:
------------
Will be based on a statistically valid sample of billed orders.
- --------------------------------------------------------------------------------
Number of local orders billed in the correct bill period
-------------------------------------------------------- x 100
Total service orders
- --------------------------------------------------------------------------------
3. Accuracy of Mechanized CABS Bill Format
---------------------------------------
Definition:
-----------
Measures the number of bills that pass agreed upon validation edits
(format) the first time.
Calculation:
------------
- --------------------------------------------------------------------------------
Number of accurately formatted CABS Mechanized bills
---------------------------------------------------- x 100
Total number of CABS Mechanized bills
- --------------------------------------------------------------------------------
4. Financial Accuracy of Local Other Charges and Credits
-----------------------------------------------------
Definition:
-----------
Measures the accuracy of the OC&C Local Charges
Calculation:
------------
Will be based on a statistically valid sample of OC&C Charges
Page 10
<PAGE>
Attachment 17
- --------------------------------------------------------------------------------
100 - (Total estimated Net Consequences of $ Rec & NRC OC&C)
------------------------------------------------------------ x 100
Total Net OC&C Billed $
- --------------------------------------------------------------------------------
5. Timeliness of Correction/Adjustment Dollars
-------------------------------------------
Definition:
-----------
Measures the number of adjustments corrected within the agreed upon time
frames.
Calculation:
------------
- --------------------------------------------------------------------------------
Number of errors corrected in agreed time frame
----------------------------------------------- x 100
Total number of errors
- --------------------------------------------------------------------------------
6. Bill Period Closure
-------------------
Definition:
-----------
Measures the review of each bill within agreed upon time frames.
No Calculation Required
Page 11
<PAGE>
Attachment 17
A.4 Usage Data Transfer
Performance Measures
General Description:
PACIFIC will provide Local Usage Information detail in an accurate and
timely manner. The format and content is described in the Bellcore EXCHANGE
MESSAGE RECORD (EMR) document in effect as of the Effective Date of this
Agreement and the CLC Local Resale Data Transfer Requirements.
Because these processes are new, CLC and PACIFIC agree to jointly review
and revise these performance standards as Local Resale is fully implemented
to ensure that:
. the processes are stabilized and that agreed upon in-service volumes are
met,
. comparative measures of parity with PACIFIC's retail processes are
established, where appropriate,
. the standards reflect elements required by CLC to bill end users,
. an accurate baseline using some historical data for resale is in place.
1. File Transfer
Definition:
PACIFIC will initiate and transmit files that are error free and without
loss of signal.
Method of Calculation:
- --------------------------------------------------------------------------------
Number of Error Free Files received
-----------------------------------
Number of Files sent x 100 = (greater than or
equal to) 95%
- --------------------------------------------------------------------------------
Note: All measurements will be on a calendar month. Joint review of
performance and value for this standard will be done after six months from
Effective Date. No comparative measure applies.
Reporting Period:
Monthly
2. % Timeliness
Definition:
PACIFIC will mechanically transmit, via CONNECT:Direct, all available usage
records to CLC's Message Processing Center once a day, Monday through
Friday, or as negotiated. CLC and/or PACIFIC's Data Center Holidays are
excluded. CLC and PACIFIC will exchange schedules of designated holidays.
Page 12
<PAGE>
Attachment 17
PACIFIC and CLC will jointly review and agree on comparative measures of
timeliness, i.e., a measure of parity between the methods used to provide usage
data to PACIFIC's retail billing and the methods used to process CLC's usage
data to CLC. In-service thresholds will be determined using accepted statistical
algorithms.
In the interim, a joint analysis of the timeliness based on cooperative test
accounts will be conducted to ensure common definitions and scope and to create
a baseline for comparison. The following are interim benchmarks for timeliness:
- --------------------------------------------------------------------------------
Jan. - Mar. 1997: 90% of all messages delivered within 5 days from when
message recorded.
- --------------------------------------------------------------------------------
Apr. - June 1997: 95% of all messages delivered within 5 days from when
message recorded.
- --------------------------------------------------------------------------------
June - Sept. 1997: 95% of all messages delivered within 5 days from when
message recorded.
99% of all messages delivered within 10 days from when
message recorded;
- --------------------------------------------------------------------------------
October 1997 Forward: 95% of all messages delivered within 5 days from when
message recorded.
99% of all messages delivered within 10 days from when
message recorded;
100% of all messages delivered within 30 days from when
message recorded; or demonstrate parity of performance
with PACIFIC Retail Business standard, as defined by
benchmark audit and analysis.
- --------------------------------------------------------------------------------
Note: The audit and analysis of performance during the above time frames is
intended to validate the parity of performance standards.
- --------------------------------------------------------------------------------
Oct. 1997: Specified Performance Standard:
- --------------------------------------------------------------------------------
End of Agreement 95% of all messages delivered within 5 days from when
message recorded;
- --------------------------------------------------------------------------------
99% of all messages delivered within 10 days from when
message recorded;
- --------------------------------------------------------------------------------
100% of all messages delivered within 30 days from when
message recorded or;
- --------------------------------------------------------------------------------
Parity of Performance: The above Specified Performance Standard is subject to
change upon PACIFIC's ability to demonstrate Parity of
Performance with its Retail Business standard, as
defined by benchmark audit and analysis.
- --------------------------------------------------------------------------------
Reporting Period:
-----------------
Monthly
Page 13
<PAGE>
Attachment 17
3. % Recorded Usage Data Complete (A Self-Reporting Measurement)
Definition:
PACIFIC will provide all required Recorded Usage Data and ensure that it is
processed and transmitted within time periods established in Attachment 13.
By January, 1997, in-service volume thresholds will be determined using
accepted statistical algorithms to provide a basis for comparison with
PACIFIC's retail performance. Because messages that are held in PACIFIC's
error file are usually not uniquely identified, CLC and PACIFIC agree to
invoke auditing procedures, as defined in Section 11.1 of the Agreement,
to ensure that the rate of unbillable messages is in parity with the rate
of unbillable messages experienced in PACIFIC's retail business.
Method of Calculation:
- --------------------------------------------------------------------------------
Total Number of Recorded Usage Data Records delivered during current
month minus Number of Usage Call Records held in error file at end of
month
------------------------------------------------------------------------
Total Number of Recorded Usage Data Records delivered X 100 = 99.98%
- --------------------------------------------------------------------------------
4. % Accuracy
Definition:
PACIFIC will provide Recorded Usage Data in the format and with the content
as defined in the Bellcore document. These measures relate only to
Unbillable unrated local and local toll messages due to critical edit
failures (format errors).
Method of Calculation:
- --------------------------------------------------------------------------------
Total Number of Unrated Local Messages Transmitted Correctly
------------------------------------------------------------
Total Number of Unrated Local Messages Transmitted x 100
(greater than or equal to) 98%
---
- --------------------------------------------------------------------------------
Note: No comparative measure applies.
Reporting Period:
Monthly
5. % Error Free Data Packs
Definition:
PACIFIC will initiate and transmit all packs that are error free in the
format agreed, as defined in the CLC Local Resale Requirements.
Method of Calculation:
Page 14
<PAGE>
Attachment 17
- --------------------------------------------------------------------------------
Number of Files Received
------------------------
Number of Files Sent X 100 = 95%
- --------------------------------------------------------------------------------
Note: Joint review of performance and value for this standard will be done
after six months from the Effective Date.
Reporting Period:
-----------------
Monthly
6. % Recorded Usage Data Error Resolved
------------------------------------
Definition:
-----------
PACIFIC will ensure that the Recorded Usage Data is transmitted to CLC
error free. The level of detail includes but not limited to: detail
required to rate the call, duration, correct originating/terminating
information, etc. The error is reported to PACIFIC as a Modification
Request (MR). Performance is measured at two levels--Severity 1 or Severity
2.
Severity 1: Includes messages that are bill affecting and represents 1% of
the current customer base. Contact to be made by telephone.
Method of Calculation:
----------------------
- --------------------------------------------------------------------------------
Number of Severity 1 MRs fixed (less than) 24 Hours
---------------------------------------------------
Number of Severity 1 MR's X 100 = 90% (greater
than or equal to) 90%
- --------------------------------------------------------------------------------
100% of all Severity 1 MRs to be fixed within 5 days.
Severity 2: Non-bill affecting errors. Contact may be by phone, fax,
e-mail, etc.
Method of Calculation:
----------------------
- --------------------------------------------------------------------------------
Number of Severity 2 MR fixed (greater than) 3 days
---------------------------------------------------
Number of Severity 2 MR X 100 = 90% (greater
than or equal to) 90%
- --------------------------------------------------------------------------------
100% of All Severity 2 MR to be fixed within 10 days
7. % Billing Inquiry Responsiveness
--------------------------------
Definition:
-----------
PACIFIC will respond to all usage inquiries within 24 hours of CLC's
request for information, Monday through Friday. Severity 1 MR will be
responded to on a seven day a week basis. CLC will receive continuous
status reports until the request for information is satisfied.
Page 15
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Attachment 17
Method of Calculation:
----------------------
- --------------------------------------------------------------------------------
Number of Billing Inquiries Responded to within 24 Hours
--------------------------------------------------------
Number of Billing Inquiries x 100 = 98%
- --------------------------------------------------------------------------------
Section B Performance Thresholds
--------------------------------
Below are listed selected functional activities which are critical to customer
satisfaction and the performance thresholds that will trigger performance and
business process improvement procedures:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Functional Activity Threshold
- ------------------------------------------------------------------------------------------------------------------------------------
<C> <S>
1) % Installation Appointment Met. (A.1.1) When results fall below parity
2) % Installation Reports. (A.1.2)
- ------------------------------------------------------------------------------------------------------------------------------------
1) % Maintenance Appointments Met. When results fall below parity
2) % Repeat Troubles within 30 days.
3) Report Rate.
4) Receipt To Clear Duration.
- ------------------------------------------------------------------------------------------------------------------------------------
FOC Complete and Accurate Less than 85% of FOCs returned are complete/accurate
- ------------------------------------------------------------------------------------------------------------------------------------
FOC Timeliness Less than 85% of FOCs returned within 4 hours
- ------------------------------------------------------------------------------------------------------------------------------------
Migration Notification Less than 85% of Migration Notifications sent in 48 hours.
- ------------------------------------------------------------------------------------------------------------------------------------
LSP PIC Change Less than 85% of LSP PIC changes completed within 24 hours
- ------------------------------------------------------------------------------------------------------------------------------------
Service Order Discrepancy Less than 80% of orders submitted without material errors.
- ------------------------------------------------------------------------------------------------------------------------------------
Customer Service Record Less than 85% of CSRs are sent within 4 hours
- ------------------------------------------------------------------------------------------------------------------------------------
Trunk Orders Completed on Time When results fall below parity
- ------------------------------------------------------------------------------------------------------------------------------------
Trunk Firm Order Confirmation Delivered on Time When results fall below parity
- ------------------------------------------------------------------------------------------------------------------------------------
Trunk Service Order Discrepancy Less than 80% of orders are submitted without material errors.
- ------------------------------------------------------------------------------------------------------------------------------------
Forecasting (Excludes Interconnection Trunks) When product volumes exceed or fall below the +/- 20% of the
forecast amount.
- ------------------------------------------------------------------------------------------------------------------------------------
Recorded Usage Data Each instance delivery of Recorded Usage Data exceeds:
(AKA Usage Data Transfer as described in a) A specified performance standard of:
Section A.5) 95% within 5 days;
99% within 10 days;
100% within 30 days. OR,
b) Parity of performance standard as defined in the benchmark audit
and analysis which, once defined, shall prevail over a) above.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 16
<PAGE>
ATTACHMENT 18
-------------
INTERCONNECTION
---------------
<PAGE>
Attachment 18
LOCAL INTERCONNECTION TRUNK ARRANGEMENTS
1. General
-------
The Parties will establish Local Interconnection Trunks to exchange local
and intraLATA toll traffic. All Local Interconnection Trunk Groups
established directly with the other Party's network including facilities
and Points of Interconnection ("POIs") will conform with Section 1 of this
Attachment. All traffic exchanged over Local Interconnection Trunk Groups
will be treated as CLC traffic and subject to the terms and conditions of
this Agreement. Neither Party shall terminate Switched Access traffic over
Local Interconnection Trunks. Separate two-way Meet Point trunks will be
established for the joint provisioning of Switched Access traffic. Local
Interconnection will be provided via two-way trunks unless both Parties
agree to implement one-way trunks on a case-by-case basis.
Wherever a tariffed rate is cited or quoted, it is understood that said
cite incorporates any changes to said tariffs as required by the Act.
1.1 Interconnection in Each LATA
1.1.1. Each Party will establish a Local Interconnection Trunk Group
with each Access Tandem in the LATA(s) in which it originates
or terminates local and/or toll traffic with the other Party,
unless CLC orders LATA-Wide Terminating Access from PACIFIC.
The Parties may not route Local Interconnection traffic to an
Access Tandem destined for an NXX that subtends another
tandem unless this is the normal routing as defined in the
LERG. The Parties agree that direct trunking to an end office
from either Party's end office or Access Tandem is permitted
under the terms of this section.
1.1.2. LATA-Wide Terminating Access
----------------------------
The Parties agree that a LATA-wide terminating arrangement
may be selected. Under such an arrangement, interconnection
is established at a single tandem designated by PACIFIC for
termination of all Local Interconnection Traffic destined for
any end office that subtends a PACIFIC access tandem in that
LATA. Carriage of traffic destined for any office that does
not subtend a PACIFIC tandem is contingent upon the
development of industry-wide compensation mechanisms.
1.1.3. Tandem-Level Terminating Interconnection
----------------------------------------
Interconnection at PACIFIC tandems within each LATA: CLC will
interconnect with all PACIFIC Access Tandems in each of the
LATA(s) in which it originates traffic and interconnects with
Pacific, unless CLC selects the LATA-Wide Terminating Option.
1.1.4. In addition to the tandem interconnection described above,
either Party may establish end office-to-end office or end
office-to-tandem or tandem-to-tandem trunk groups. In the
case of host-remote end offices, such interconnection shall
occur at the location of the host or remote, at the option of
the Party deploying the host-remote end office.
Page 1
<PAGE>
Attachment 18
1.1.5. CLC and PACIFIC agree to interconnect their networks through
existing and/or new facilities between CLC end offices and/or
Access Tandem Switches and the corresponding PACIFIC end
office and/or Access Tandems set forth in Appendix A. The
Parties will establish logical trunk groups referencing the
appropriate CLC Central Office or Routing Point and PACIFIC
Central Office. In addition, where necessary, and as mutually
agreed to, the Parties will define facilities between their
networks to permit trunk group(s) to be established between
the points listed in Appendix A.
1.1.6. Nothing in the foregoing restricts either Party from ordering
and establishing CLC/ PACIFIC Local Interconnection Trunk
Groups in addition to the initial combinations described
above. Amendment to the attached table may be made by either
Party, upon 30 days written notice and acceptance by the
other Party. Acceptance will not be unreasonably withheld.
Such amendments may be made without the need to renegotiate
the terms of the rest of this Attachment.
1.2. Single POI Model
----------------
Unless otherwise agreed by the Parties, for each interconnection
between the Parties for the exchange of local, intraLATA toll, and
Meet Point Switched Access traffic, the Parties agree that there will
be a single Point of Interconnection between any two switching
entities.
1.3. Sizing and Structure of Interconnection Facilities.
--------------------------------------------------
1.3.1. The Parties will mutually agree on the appropriate sizing for
facilities based on the standards set forth below. The
capacity of interconnection facilities provided by each Party
will be based on mutual forecasts and sound engineering
practice, as mutually agreed to by the Parties during
planning and forecasting meetings. The interconnection
facilities provided by each Party shall be formatted using
either Alternate Mark Inversion Line Code or Superframe
Format Framing. DS3 facilities will be optioned for C-bit
Parity.
1.3.2. When interconnecting at PACIFIC's tandems, the Parties agree
to optionally establish Bipolar 8 Zero Substitution Extended
Super Frame ("88ZS ESF") two-way trunks, where technically
feasible, for the sole purpose of transmitting 64K CCC data
calls. In no case will these trunks be used for calls for
which the User Service Information parameter (also referred
to as "Bearer Capability") is set for "speech". Where
additional equipment is required, such equipment would be
obtained, engineered, and installed on the same basis and
with the same intervals as any similar growth job for IXC,
CLC, or PACIFIC internal customer demand for 64K CCC trunks.
1.3.3. When interconnecting at PACIFIC's digital end offices, the
Parties have a preference for use of B8ZS ESF two-way trunks
for all traffic between their networks. Where available, such
trunk equipment will be used for these Local Interconnection
Trunk Groups. Where AMI trunks are used, either Party may
request upgrade to B8ZS ESF when such equipment is available.
Page 2
<PAGE>
Attachment 18
1.4. Combination Interconnection Trunks.
1.4.1. If requested by either Party, the Parties agree to work
cooperatively to combine all functionalities of Local
Interconnection Trunk Groups and Meet Point Trunk Groups on a
single Combination Interconnection Trunk Group at any
feasible Point Of Interconnection where either Party desires,
except in connection with the LATA-Wide terminating option.
1.4.2. The Parties agree to make the initial decision as to whether
the use of Combination Interconnection Trunk Groups is
feasible, including a determination of switched software
compatibility, ordering procedures and billing procedures, no
later than four months from the effective date of this
Agreement, or either Party's request, whichever is later.
1.4.3. If the Parties find the use of Combination Interconnection
Trunk Groups not to be feasible at that time, the Parties
will undertake a review of such feasibility and a further
decision on the use of Combination Interconnection Trunk
Groups at six month intervals, at either Party's request,
through the term of the Agreement.
1.4.5. Whenever the use of Combination Interconnection Trunk Groups
is determined to be feasible, and ordering and billing
procedures have been established:
a) Any new trunk groups may be ordered using the Combination
Interconnection Trunk Group option; and
b) The Parties will work together in good faith to complete
the conversion from the use of separate Local
Interconnection Trunk Groups and Meet Point Trunk Groups
to the use of Combination Interconnection Trunk Groups
within six months from that time.
1.5. Signaling Protocol
The Parties will interconnect their networks using SS7 signaling as
defined in GR-317 and GR-394, including ISDN User Part ("ISUP") for
trunk signaling and Transaction Capabilities Application Part
("TCAP") for CCS-based features in the interconnection of their
networks. Either Party may establish CCS interconnections either
directly and/or through a third party. Whether direct or by third
party, CCS interconnection shall be pursuant to PUB L-780023-PS/NB
and in accordance with the rates, terms and conditions of the
Parties' respective tariffs. The Parties will cooperate in the
exchange of TCAP messages to facilitate full interoperability of CCS-
based features between their respective networks, including all CLASS
features and functions, to the extent each carrier offers such
features and functions to its own end users. All CCS signaling
parameters will be provided including CPN. All privacy indicators
will be honored. The Parties will interconnect their networks using
SS7 signaling as defined in PUBL-780023 PB/NB Issue 3 or later.
1.6. Transit Signaling
CLC may choose to route SS7 signaling information (e.g., ISUP, TCAP)
from CLC's signaling network to another CLC's signaling network via
PACIFIC's signaling network for the purpose of exchanging call
processing and/or network
Page 3
<PAGE>
Attachment 18
information between CLC and the other CLC's network, whether or not
PACIFIC has a trunk group to the terminating switch, provided that,
where PACIFIC does not have such a group trunk, CLC furnishes
PACIFIC through the "CCS\SS7 Interconnect Questionnaire" the
necessary information, including:
1.6.1. the destination point codes ("DPCs") of all the CLC switches
to which it wishes to send transit signaling;
1.6.2. the identity of the STPs in PACIFIC's network in which each
DPC will be translated;
1.6.3. the identity of the STPs in the other signaling network to
which such transit signaling will be sent; and
1.6.4. a letter from the other CLC authorizing PACIFIC to send such
signaling messages.
The rates for Transit Signaling are as specified in Attachment 8.
1.7. Either Party may opt at any time to terminate, i.e., overflow, to
the other Party some or all local exchange traffic and intraLATA
toll traffic originating on its network, together with Switched
Access traffic, via Feature Group D or Feature Group B Switched
Access Services. Either Party may otherwise purchase these Switched
Access Services from the other Party subject to the rates, terms and
conditions specified in its standard intrastate access tariffs.
1.8. When the Tandem-Level Terminating option is chosen, each Party shall
deliver to the other Party over the Local Interconnection Trunk
Group(s) only such traffic which is destined for those publicly
dialable NPA NXX codes served by end offices that directly subtend
the Access Tandem or to those Wireless Service Providers that
directly subtend the Access Tandem. When a LATA-Wide Terminating
Interconnection option is chosen, CLC may route Local
Interconnection traffic to a PACIFIC Access Tandem destined for any
NXX served by an End Office that subtends a PACIFIC Access Tandem in
the LATA that is defined in the LERG.
1.9. Unless otherwise agreed to, each Party shall deliver all traffic
destined to terminate at either Party's end office or tandem in
accordance with the serving arrangements defined in LERG.
1.10. Where the Parties deliver over the Local Interconnection Trunk Group
miscellaneous calls (e.g., time, weather, NPA-555, California 900,
Mass Calling Codes) destined for each other, they shall deliver such
traffic in accordance with the serving arrangements defined in the
LERG.
1.11. N11 codes (e.g., 411, 611, & 911) shall not be sent between CLC's
and Pacific's network over the Local Interconnection Trunk Groups.
1.12. PACIFIC shall deliver all traffic destined to terminate at a CLC end
office in accordance with the serving arrangements defined in the
LERG except, PACIFIC will not deliver calls destined for CLC end
office(s) via another LEC's or CLC's tandem.
Page 4
<PAGE>
Attachment 18
1.13. Maintenance of Service
1.13.1. A Maintenance of Service charge applies whenever either
Party requests the dispatch of the other Party's personnel
for the purpose of performing maintenance activity on the
interconnection trunks, and any of the following conditions
exist:
1.13.1.1. No trouble is found in the interconnection
trunks; or
1.13.1.2. The trouble condition results from equipment,
facilities or systems not provided by the Party
whose personnel were dispatched; or
1.13.1.3. Trouble clearance did not otherwise require
dispatch and, upon dispatch requested for repair
verification, the interconnection trunk did not
exceed Maintenance Limits.
1.13.12. If a Maintenance of Service initial charge has been
applied and trouble is subsequently found in the
facilities of the Party whose personnel were dispatched,
the charge will be canceled.
1.13.3. Billing for Maintenance of Service is based on each half-
hour or fraction thereof expended to perform the work
requested. The time worked is categorized and billed at one
of the following three rates:
i. basic time;
ii. overtime; or
iii. premium time,
as defined for billing by PACIFIC in Pacific's revised
tariff Schedule Cal. P.U.C. No. 175-T Section 13 and in
CLC's Exchange tariff.
2. Third Party Traffic
2.1. PACIFIC shall terminate traffic from third-party LECS, CLCS, or
Wireless Service Providers delivered to PACIFIC's network through a
CLC tandem. Prior to the routing of such traffic, the Parties agree
to negotiate the issues of network capacity and forecasting caused by
such termination. The Parties shall conduct such negotiations in good
faith and shall not unreasonably withhold consent to the routing of
such traffic.
2.2. PACIFIC shall complete traffic delivered from CLC destined to third-
party LECS, CLCs or WSPs in the LATA. PACIFIC shall have no
responsibility to ensure that any third-party LEG, CLC or WSP will
accept such traffic.
2.3. PACIFIC shall accept, from any third-party LEC, CLC, or WSP in the
LATA, traffic destined for a CLC end office subtending the relevant
PACIFIC tandem, or a LEC, CLC or WSP subtending CLC's end office if
PACIFIC has a provision in an interconnection agreement with such
LEC, CLC or WSP permitting such an arrangement.
3. Compensation for Call Termination
Page 5
<PAGE>
Attachment 18
3.1. In all cases, resale lines (whether purchased by CLC or a third
party) in PACIFIC's switches will be treated in the same manner as
PACIFIC's end user customers for the purposes of call termination
charges.
3.2. For calls that originate from or terminate to a CLC Local Switching
Network Element ("LSNE"), bound for or terminated from a third party
LEC, the Parties agree that PACIFIC shall make arrangements directly
with that third party for any compensation owed in connection with
such calls on CLC's behalf.
3.3. PACIFIC agrees to bill any facilities-based third party referred to
in Section 3.2, above, unless, after thirty (30) days' notice in
writing to PACIFIC, CLC requests otherwise. To compensate PACIFIC for
this service, CLC agrees to pay $.005 (one-half cent) per message.
3.4. For calls that originate from a facilities-based third party and
terminate to a CLC LSNE, PACIFIC will compensate CLC on behalf of
that third party. For calls that terminate to a facilities-based
third party from a CLC LSNE, PACIFIC has agreed to charge CLC as if
the call terminated in PACIFIC's network, using PACIFIC's rates as
described below. In the event CLC elects not to use PACIFIC's billing
service described in Section 3.3, above, CLC shall deal directly with
third parties regarding compensation for call termination.
3.5. The following compensation terms shall apply in all cases where CLC
purchases PACIFIC's LSNE. Unless otherwise stated, all charges are as
specified in Attachment 8 to this Agreement.
3.5.1. For Local intra-switch calls where CLC has purchased
PACIFIC's LSNE, the Parties agree to impose no call
termination charges on each other. Where the call is:
3.5.1.1. Originated by CLC's end user customer and completed
to a PACIFIC customer:
3.5.1.1.1. For use of the local switch
. Local Switching Capacity charge at
the originating office.
3.5.1.2. Originated by CLC's end user customer and completed
to the customer of a third party carrier (not
affiliated with CLC) using PACIFIC's LSNE:
3.5.1.2.1. For use of the local switch
. Local Switching Capacity charge at
the originating office.
3.5.1.3. Originated by CLC's end user customer and completed
to another of CLC's end user customers using
PACIFIC's LSNE:
3.5.1.3.1. For use of the local switch
. Local Switching Capacity charge at
the originating office.
Page 6
<PAGE>
Attachment 18
3.5.1.4. Originated by a PACIFIC customer and terminated to
CLC's LSNE:
. No Local Switching Capacity charge will apply.
3.5.1.5. Originated by the customer of a third party carrier
(not affiliated with CLC) using PACIFIC's LSNE and
terminated to CLC's LSNE:
. No Local Switching Capacity charge will apply to
CLC.
. The Local Switching Capacity charge on the
originating end will be imposed on the third-
party carrier.
3.5.2. For Local inter-switch calls where CLC has purchased
PACIFIC's LSNE, the Parties agree to impose no call
termination charges on each other. Unless otherwise
specified, PACIFIC's charges will apply to CLC as described
below where the call is:
3.5.2.1. Originated by CLC's end-user customer and completed
to a PACIFIC end user:
3.5.2.1.1. For use of the local switch
. Local Switching Capacity charge at the
originating office.
. A mileage-based transport charge will
apply when CLC uses PACIFIC's transport.
3.5.2.2. Originated by CLC's end-user customer and completed
to the LSNE of a third party carrier (not
affiliated with CLC):
3.5.2.2.1. For use of the local switch
. Local Switching Capacity charge at the
originating office.
. A mileage-based transport charge will
apply when CLC uses PACIFIC's transport.
3.5.2.3. Originated by CLC's end-user customer and completed
to the interconnected network of a third party
carrier (not affiliated with CLC):
3.5.2.3.1. For use of the local switch:
. Local Switching Capacity charge at the
originating office.
. A mileage-based transport charge will
apply when CLC uses PACIFIC's transport,
and mileage shall be measured between the
originating office and the POI with the
third party's network.
3.5.2.3.2. For call termination:
. Tandem Transit Switching rate
. Local Switching Capacity charge at the
terminating office.
Page 7
<PAGE>
Attachment 18
3.5.2.4. Originated by CLC's end-user customer and completed
to CLC's LSNE:
3.5.4.1. For use of the local switch:
. Local Switching Capacity charge at the
originating office.
. A mileage-based transport charge will
apply when CLC uses PACIFIC's
transport.
. Local Switching Capacity charge at the
terminating office.
3.5.2.5. Originated by a PACIFIC end-user customer and
terminated to CLC's LSNE:
3.5.2.5.1. For use of the local switch:
. Local Switching Capacity Charge at
the terminating office.
3.5.2.6. Originated by a customer of a third-party carrier
(not affiliated with CLC) using PACIFIC's LSNE and
terminated to CLC's LSNE:
3.6.2.6.1. For use of the local switch:
. Local Switching Capacity charge at
the terminating office.
3.5.2.7. Originated by an end-user customer on the
interconnected network of a third-party carrier
(not affiliated with CLC) and terminated to CLC's
LSNE:
3.5.2.7.1. For use of the local switch:
. Local Switching Capacity charge at
the terminating office.
. A mileage-based transport charge will
apply when CLC uses PACIFIC's
transport, and mileage shall be
measured between the POI with the
third party's network and the
terminating office.
3.5.2.7.2. For call termination:
. CLC charges to PACIFIC PACIFIC's
Local Switching Capacity charge at
the terminating office.
3.5.3. For intraLATA toll calls where CLC has purchased PACIFIC's
LSNE the charges which follow shall apply. All references to
"NIC", "Local Switching", "Tandem Transit Rate", RIC", and
"CCLC" shall refer to PACIFIC's intrastate or interstate
switched access rates as appropriate:
3.5.3.1 Originated by CLC's end-user customer and completed
to a Pacific end user customer:
3.5.3.1.1. For use of the local switch:
Page 8
<PAGE>
Attachment 18
. Local Switching Capacity charge at
the originating office.
. A mileage-based transport charge
between the two offices will apply
when CLC uses PACIFIC's transport.
3.5.3.1.2. Switched Access charges, per PACIFIC's
Schedule C.P.U.C. Tariff No. 175-T
("Switched Access Charges"), shall
apply as follows:
. NIC
3.5.3.1.3. For call termination at the terminating
office, Switched Access Charges shall
apply as follows:
. Local Switching
. NIC
3.5.3.2. Originated by CLC's end-user customer and completed
to the customer of a third-party carrier (not
affiliated with CLC) using PACIFIC's LSNE in a
distant end office:
3.5.3.2.1. For use of the local switch:
. Local Switching Capacity charge at
the originating office.
. A mileage-based transport charge
between the two offices will apply
when CLC uses PACIFIC's transport.
. NIC at the originating office
3.5.3.2.2. For call termination:
. Local Switching Capacity at the
terminating office per Attachment 8.
3.5.3.3. Originated by CLC's end-user customer and completed
to the network of third-party carrier (not
affiliated with CLC) interconnected with PACIFIC's
network:
3.5.3.3.1. For use of the local switch:
. Local Switching Capacity charge at
the originating office.
. A mileage-based transport charge
will apply when CLC uses PACIFIC's
transport, and mileage shall be
measured between the originating
office and the POI with the third
party's network.
. NIC at the originating office
. Tandem Transit rate
3.5.3.3.2. For call termination:
. Local Switching
. NIC
. Tandem Switching (if charged by the
third party)
Page 9
<PAGE>
Attachment 18
3.5.3.4. Originated by CLC's end-user customer and completed
to another of CLC's customers being served through
PACIFIC's LSNE in a distant office:
3.5.3.4.1. For use of the local switch:
. Local Switching Capacity charge at
the originating office.
. A mileage-based transport charge
between the two offices will apply
when CLC uses PACIFIC's transport.
. NIC at the originating office
. Local Switching Capacity charge at
the terminating office.
. NIC at the terminating office
3.5.3.5. Originated by a PACIFIC customer and terminated to
CLC's end-user customer.
3.5.3.5.1. For use of the local switch:
. Local Switching Capacity charge at
the terminating office.
. NIC at the terminating office
3.5.3.5.2. For call termination CLC will charge to
PACIFIC PACIFIC's Switched Access
Charges at the terminating office:
. Local Switching
. NIC
3.5.3.6. Originated by the customer of a third-party carrier
(not affiliated with CLC) using PACIFIC's LSNE in a
distant end office and terminated to CLC's LSNE:
3.5.3.6.1. For use of the local switch:
. Local Switching Capacity charge at
the terminating office.
. NIC at the terminating office
3.5.3.6.2. For call termination:
. CLC will charge to PACIFIC PACIFIC's
Local Switching Capacity charge per
Attachment 8
3.5.3.7. Originated by a customer on the network of a third-
party carrier (not affiliated with CLC)
interconnected with PACIFIC's network and
terminated to CLC's LSNE.
3.5.3.7.1. For use of the local switch:
. Local Switching Capacity charge at
the terminating office.
. NIC at the terminating office
. A mileage-based transport charge
will apply when CLC uses PACIFIC's
transport, and
Page 10
<PAGE>
Attachment 18
mileage shall be measured between
the POI with the third party and the
terminating office.
3.5.3.7.2. or call termination CLC will charge to
PACIFIC PACIFIC's Switched Access
charges:
. Local Switching
. NIC
3.5.4. For intrastate Switched Access calls where CLC is using
PACIFIC's LSNE for calls originated from or terminated to an
IXC for completion:
3.5.4.1. For calls originated from CLC's end-user customer
to CLC's own IXC switch (or that of an affiliate)
for completion:
3.5.4.1.1 For use of the local switch:
. Local Switching Capacity charge at
the originating office.
. NIC at the originating office
. PACIFIC will charge CLC's IXC
affiliate appropriate Switched Access
elements.
3.5.4.2. For calls originated from CLC's end-user customer
to an IXC's switch not affiliated with CLC.
3.5.4.2.1. For use of the local switch:
. Local Switching Capacity charge at
the originating office.
. NIC at the originating office
. PACIFIC and CLC shall charge the IXC
for originating Switched Access on a
Meet Point basis per Attachment 13
of this Agreement.
3.5.4.3. For calls terminating to CLC's end-user customer
from CLC's own IXC switch (or that of an affiliate)
for completion.
3.5.4.3.1. For use of the local switch:
. Local Switching Capacity charge at
the terminating office.
. NIC at the terminating office
. PACIFIC shall charge CLC's IXC
(affiliate) appropriate Switched
Access elements
3.5.4.4. For calls terminating to CLC's end-user customer
from an IXC switch not affiliated with CLC.
3.5.4.4.1. For use of the local switch:
. Local Switching Capacity charge at
the terminating office.
. NIC at the terminating office
Page 11
<PAGE>
Attachment 18
. PACIFIC and CLC shall charge the IXC
terminating Switched Access on a
Meet Point basis per Attachment 13
of this Agreement
3.5.5. For interstate Switched Access calls where CLC is using
PACIFIC's LSNE for calls originated from or terminated to an
IXC for completion:
3.5.5.1.1. For calls originated from CLC's end-user customer
to CLC's own IXC switch (or that of an affiliate)
for completion.
For use of the local switch:
. Local Switching Capacity charge at
the originating office.
. RIC and CCLC at the originating
office
. PACIFIC shall charge CLC's IXC
(affiliate) appropriate Switched
Access elements.
3.5.5.2. For calls originated from CLC's end-user customer
to an IXC's switch not affiliated with CLC.
3.5.5.2.1. For use of the local switch:
. Local Switching Capacity charge at
the originating office.
. RIC and CCLC at the originating
office
. PACIFIC and CLC shall charge the IXC
for originating Switched Access on a
Meet Point basis per Attachment 13
of this Agreement.
3.5.5.3. For calls terminating to CLC's end-user customer
from CLC's own IXC switch (or that of an
affiliate) for completion.
3.5.5.3.1. For use of the local switch:
. Local Switching Capacity charge at
the terminating office.
. RIC and CCLC at the terminating
office
. PACIFIC shall charge CLC's IXC
(affiliate) appropriate Switched
Access elements.
3.5.5.4. For calls terminating to CLC's end-user customer
from an IXC's switch not affiliated with CLC.
3.5.5.4.1. For use of the local switch:
. Local Switching Capacity charge at
the terminating office.
. RIC and CCLC at the terminating
office
. PACIFIC and CLC shall charge the
IXC for terminating Switched
Access on a Meet Point basis per
Attachment 13 of this Agreement.
Page 12
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Attachment 18
3.6. The following terms apply where CLC and PACIFIC interconnect using
their own networks, pursuant to Section I of this Attachment.
3.6.1. For Local and intraLATA Toll traffic originated by CLC (or
CLCs subtending its network) to PACIFIC:
3.6.1.1. The following call termination rates shall apply
for intraLATA traffic terminated from CLC to
PACIFIC or from PACIFIC to CLC. CLC and PACIFIC
agree to the mutual exchange of Local Calls without
explicit compensation ("bill and keep") where
traffic flows between CLC and PACIFIC are in
balance, as defined in 3.6.1.1.1, below. Where
such traffic is not in balance, CLC and PACIFIC
agree to call termination at the rates set out in
3.6.1.1.3, below, for that portion of the traffic
that is out of balance.
3.6.1.1.1. The Parties will measure Local Call
traffic between them and will use such
measure to determine the balance of
traffic between them and the
compensation due, if any. The Parties
will make measurements and report the
results to each other on a calendar-
quarter basis (i.e., January-March,
April-June, July-September, October-
December). Each Party will be
responsible for the measurement of its
originating traffic transmitted to the
other. The Parties will undertake
traffic measurements on a LATA-Wide
basis in each LATA where the Parties
interconnect. The Parties will report
measurements to each other no later
than the end of the month following the
completion of the quarter. The
provisions of this Section and of
3.6.1.1.2 and 3.6.1.1.3, below, will
not apply until the first full calendar
quarter after the initial installation
date of local interconnection trunks.
The reported measurements will
determine the requirement for payments,
if any, for the subsequent full
calendar quarter. In determining
whether any amount for call termination
is owing under this section, neither
Party shall be obligated to pay the
other unless, on a LATA-Wide basis, the
net usage differential (i.e., the
difference between the respective
Parties' usage levels, calculated by
subtracting the lower total number of
minutes of use in a quarter from the
higher total number) exceeds the
following percentages of the total
volume of local traffic exchanged
between the Parties in the LATA:
i. The applicable percentage for 0 to
2,000,000 minutes of use will be
10%;
ii. The applicable percentage for
2,000,001 through 5,000,000 minutes
of use will be 5%;
Page 13
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Attachment 18
iii. The applicable percentage for
greater than 5,000,000 minutes of
use will be 2%.
3.6.1.1.2. The Parties agree that any calculation
of net usage differential for local
traffic volumes less than the
percentages set out immediately above
shall demonstrate the Parties' traffic
to be in balance for purposes of this
Section. The Parties will base
calculation under this Section on AMA
recordings, which shall be made, in
the originating Parties' network. The
Parties agree to report to each other
on a quarterly basis the total monthly
local minutes of use each terminates to
the other Party.
3.6.1.1.3. Where the Parties' traffic is not in
balance, as determined in the
immediately preceding Section, the
Party terminating the greater amount of
local traffic to the other (the
"out-of-balance Party") will pay the
other Party, for all the minutes of use
in excess of the number of minutes
terminated to it by the other Party,
call termination rates based on the
following rate elements, per minute of
use. The out-of-balance Party will
continue to make such payments through
the end of the quarter in which it is
determined that its traffic is no
longer out-of-balance. Upon such a
determination, the payments shall cease
until the Parties' traffic is again
determined to be out of balance. When
traffic exchanged is out of balance,
the out of balance Party shall pay the
following rates per Attachment 8
i. Basic Switching Interoffice
(Terminating),
ii. Tandem Switching (where used), and
iii. Common Transport (where used).
3.6.1.1.4. Once the Commission has established
rates for Local Call transport and
termination in its Open Access and
Network Architecture Development
("OANAD") proceeding, those rates shall
apply in lieu of the above-specified
rate elements.
3.6.1.2. For Local and intraLATA Toll traffic originated by
CLC (or CLCs subtending its network) to PACIFIC,
CLC agrees to pay PACIFIC the following:
3.6.1.2.1. Local calls: Bill and Keep (applicable
to all local Zone Usage Measurement
("ZUM") Zone 1, Zone 2 and Zone 3, and
Extended Area Service traffic) shall
apply unless the Parties' traffic is
out of balance per Section 3.6.1.1.1,
above. In the latter event, the
provisions of Section 3.6.1.1.3 shall
apply.
Page 14
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Attachment 18
3.6.1.3. Toll calls
The following rate elements are applicable to
intraLATA toll calls, based on the rates in
PACIFIC's Cal. PUC 175-T, Section 6.
3.6.1.3.1. For common switched transport where
PACIFIC's tandem is used:
. Fixed - per minute of use.
. Variable - per mile per minute of
use. Mileage shall be calculated
based on the airline miles between
the Vertical and Horizontal ("V&H")
coordinates of the POI, and the
PACIFIC end office, WSP serving
switch, or CLC routing point.
. Tandem Switching.
3.6.1.3.2. Local switching
3.6.1.3.3. NIC
3.6.1.3.4. CLC will pay two times the Tandem
Switching rate as specified in
Attachment 8 for all calls delivered to
the designated PACIFIC access tandem
whenever CLC elects the LATA-Wide
Terminating Option.
3.6.1.4. For Local and intraLATA Toll traffic originated
from PACIFIC to CLC, PACIFIC agrees to pay CLC the
following:
3.6.1.4.1. Local calls
Bill and Keep: (applicable to all local
Zone Usage Measurement ("ZUM") Zone 1,
Zone 2 and Zone 3, and Extended Area
Service traffic) shall apply unless the
Parties' traffic is out of balance per
Section 3.6.1.1.1. above. In the
latter event, the provisions of
Section 3.6.1.1.3. shall apply.
3.6.1.4.2. Toll calls
The following rate elements from
PACIFIC's Tariff Cal. PUC 175-T will
apply when a toll call routes over
Local Interconnection Trunk Groups:
. For common switched transport: where
CLC's tandem is used:
(i) Fixed - per minute of use.
(ii) Variable - per mile per minute
of use. Mileage shall be calculated
based on the airline miles between
the Vertical and Horizontal ("V&H")
coordinates of the POI, and the CLC
end office or CLC routing point.
. Tandem Switching
. Local Switching
. NIC
Page 15
<PAGE>
Attachment 18
3.7 Tandem Transit Switching rate:
Tandem Transit Switching rate shall be equal to the Tandem Switching
rate plus two times the Common Transport Fixed rate element as
specified in Attachment 8.
3.7.1. The transit rate provides for Access Tandem switching when
either Party uses the other Party's Access Tandem to
originate a call to a third party such as another LEC, CLC,
or Wireless Service Provider.
3.7.2. If either Party receives a call through the other Party's
Access Tandem that originates from another LEC, CLC or
wireless service Provider, the Party receiving the transited
call will not charge the other Party any rate element for
this call regardless of whether the call is local or toll.
The Parties will establish appropriate billing relationships
directly with the Wireless Service Provider, other CLC or
LEC.
3.7.3. When CLC uses a PACIFIC access tandem to transit a toll call
to another LEC end office, and that LEC is a member of the
California Toll Pool, ("Pooling LEC"), PACIFIC will bill, and
CLC will pay, PACIFIC's local switching and proportionate
local transport rates in addition to the transit rate above.
PACIFIC will remit such revenues to the California Toll Pool.
When a Pooling LEC originates a toll call that terminates to
a CLC NXX, CLC will bill and PACIFIC will pay, CLC local
switching and local transport rates as if the call originated
from a PACIFIC end office.
3.8 For intraLATA Toll Free Service calls where such service is provided
by one of the Parties, the compensation set forth in Section 3 above,
shall be charged by the Party originating the call, rather than the
Party terminating the call. This includes originating charges listed
in Section 3 as well as a database query charge as specified in
PACIFIC's intrastate access tariff or CLC's local exchange tariff.
3.9 Each Party will calculate terminating interconnection minutes of use
based on standard Automatic Message Accounting ("AMA") recordings made
within each Party's network. These recordings are the basis for each
Party to generate bills to the other Party. Either Party may request
the exchange of originating EMR records in order to bill the other
Party terminating minutes of use. The Parties agree to cooperate in
the exchange of the records if so requested.
3.10 Measurement of minutes of use over Local Interconnection Trunk Groups
shall be in actual conversation seconds. The total conversation
seconds over each individual Local Interconnection Trunk Group will be
totaled for the entire monthly bill and then rounded to the next whole
minute.
3.11 Each Party will provide the other, within fifteen (15) calendar days
after the end of each calendar quarter, a usage report with the
following information regarding traffic it sent to (i.e., terminated
over) the Local Interconnection Trunk arrangements:
Page 16
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Attachment 18
3.11.1. Total traffic volume described in terms of minutes and
messages and by call type (local, toll and other) terminated
to each other over the Local Interconnection Trunk Groups;
and
Percent Local Usage (PLU)
3.12. The Parties will provide CCS to one another in conjunction with all
trunk groups. CLC may establish CCS interconnections either directly
and/or through a third party. CCS interconnection, whether direct or
by third party, shall be pursuant to PUB L-780023-PB/NB and charges
will be applied based on the option for CCS interconnection CLC
selects, as follows:
3.12.1. If CCS interconnection is from PACIFIC's STPs to CLC's STPs
solely for the purpose of exchanging signaling for each
Party's local exchange traffic, then no charges will apply
for such SS7 links or ports.
3.12.2. If CLC uses a third-party CCS provider to connect to
PACIFIC's STPs, then charges will apply to such SS7 links,
to the third party, as set forth in PACIFIC's CPUC 175-T
tariff, Section 6.
3.12.3 If CLC connects its end office(s) directly to PACIFIC's
STPS, then PACIFIC will apply 50% (one-half) of the charges
set forth in PACIFIC's CPUC 175-T tariff, Section 6, for
such SS7 links.
3.12.4 If, in the future, CLC elects to use local interconnection
signaling arrangement option 3.12.1 or 3.12.3 above for
Switched Access calls (e.g., FGB or FGD), the Parties agree
to renegotiate the rates, terms, and conditions prior to
such use. The Parties will cooperate in the exchange of TCAP
messages to facilitate full interoperability of CCS-based
features between their respective networks, including all
CLASS features and functions, to the extent each Party
offers such features and functions to its own end users. All
CCS signaling parameters will be provided including CPN. All
privacy indicators will be honored.
3.13. For 976 or California 900 calls (those 900 NXXs shown in the LERG as
PACIFIC's 900 NXXs), CLC shall deliver calls originated over CLC-
provided exchange services to the Local Interconnection Trunk Groups.
The Parties will separately reach agreement on the rating and billing
of such calls.
4. Compensation For Use Of Local Interconnection Facilities
4.1. Interconnection facilities include the facility that connect the
Parties' respective switching networks.
4.2. The Parties will specify the end office, routing point, and/or Access
Tandem at which the two networks will interconnect for exchange
traffic, as specified in Appendix A.
4.3. The Parties agree to amend this Agreement when new facilities are
established pursuant to Section 1 of this Agreement and to mutually
negotiate the compensation for such facilities.
Page 17
<PAGE>
Attachment 18
4.4. The Parties agree that each has an equal obligation to interconnect
their network infrastructure to the other's network.
The following describes the arrangement between the Parties for
compensation for facilities established to transport Local Exchange
Traffic between the Parties. The Parties agree to the following terms
based on consideration of the generally balanced use of the Parties'
respective facilities for interconnection. Such consideration is
based on relative facility length the capacity provided to each
other, determined by the comparison of facility deployment behind the
POls associated with CLC collocation arrangements and Pacific's
network. This compensation is contingent on a balanced facility
interconnection as defined in the table of interconnections attached
as Appendix A of this Attachment.
4.4.1 Where the POl for the Local Interconnection Trunk Group is
located other than in the same Wire Center as the PACIFIC
Central Office where the Local Interconnection Trunk Group
terminates, CLC will pay a monthly charge for the PACIFIC
provided facility according to Pacific's tariff, in addition
to the Switched Access elements in Section 3 above. CLC will
pay a monthly charge for the facility and collocation cross-
connect equal to one channel termination at DS-1 rates (per
DS-1 used for Local Interconnection Trunks) or DS-3 rates (per
DS-3 used for Local Interconnection Trunks) according IL-0
PACIFIC's CPUC 175-T tariff, Section 6.8.2., in addition to
the Switched Access elements for Toll Calls, above. CLC may,
at its option, choose to pay PACIFIC either the applicable
PACIFIC tariffed DS-1 rates for those DS-1(s) used for Local
Interconnection Trunks in a DS-3 facility, or pay the
applicable PACIFIC tariffed DS-3 rate for each DS-3 facility
used for Local Interconnection Trunks between the Parties.
4.4.2 Where the POI for the Local Interconnection Trunk Group is at
a collocation arrangement in the same Wire Center as the
PACIFIC Central Office where the Local Interconnection Trunk
Group terminates, PACIFIC will pay CLC a monthly charge of one
channel termination according to CLC's analogous tariff, in
addition to the Switched Access elements identified for Toll
Calls above. PACIFIC may, at its option, choose to pay CLC
either the applicable CLC tariffed DS-1 rate for those DS-1(s)
used for Local Interconnection Trunks in a DS-3 facility, or
pay the applicable CLC tariffed DS-3 rate for each DS-3
facility used for Local Interconnection Trunks between the
Parties.
5. MEET-POINT TRUNKING ARRANGEMENTS
5.1. Two-way trunks will be established to enable CLC and PACIFIC jointly
to provide Feature Group B and D ("FGB and FGD") Switched Access
Services via Pacific's Access Tandem switch.
5.2. CLC may use Meet Point Trunks to send and receive FGB and FGD calls
from Switched Access customers connected to Pacific's Access Tandem.
Page 18
<PAGE>
Attachment 18
5.3. The Parties will use separate facilities and separate two-way trunk
groups to each and every PACIFIC Access Tandem under which CLC's NXXs
home using DS-1 or DS-3 facilities other than the facilities used for
Local Interconnection Trunk Groups except as provided in Section 1.4
above. Neither Party will charge the other any amount for any Meet
Point facilities.
5.4. In the case of Switched Access Services provided through Pacific's
Access Tandem, PACIFIC will not offer blocking capability for
Switched Access customer traffic delivered to Pacific's tandem for
completion on CLC's network. The Parties understand and agree that
Meet Point Trunking arrangements are available and functional only
to/from Switched Access customers who directly connect with Pacific's
tandems that CLC subtends in each LATA. In no event will PACIFIC be
required to route such traffic through more than one tandem for
connection to/from Switched Access customers. PACIFIC shall have no
responsibility to ensure that any Switched Access customer will
accept traffic that CLC directs to the Switched Access customer.
PACIFIC also agrees to furnish CLC, upon request, a list of those
IECs which also interconnect with Pacific's tandems.
5.5. The Parties will provide CCS to one another, where and as available,
in conjunction with Meet Point two-way trunk groups. CLC may
establish CCS interconnections (either directly or through a third
party) provided such third-party is interconnected with PACIFIC
pursuant to PUB L 780023-PB/NB and in accordance with Pacific's
inter- and intrastate access tariffs. The Parties will cooperate in
the exchange of TCAP messages to facilitate full inter-operability of
CCS-based features between their respective networks, including all
CLASS features and functions, to the extent each carrier offers such
features and functions to its own end users. CLC will provide all CCS
signaling including, without limitation, Charge Number, and
originating line information ("OLI"). For terminating FGD, PACIFIC
will pass all CCS signaling including, without limitation, CPN if it
receives CPN from FGD carriers. All privacy indicators will be
honored. Network signaling information such as Transit Network
Selection ("TNS") parameter, Carrier Identification Codes ("CIC"),
(CCS platform) and CIC/OZZ information (non-CCS environment) will be
provided by CLC wherever such information is needed for call routing
or billing. The Parties will follow all OBF adopted standards
pertaining to TNS and CIC/0ZZ codes.
5.6. CCS shall be utilized in conjunction with Meet Point Trunks; except
multifrequency ("MF") signaling will be used on a separate Meet Point
Trunk Group to complete originating calls to Switched Access
customers that use MF FGD signaling protocol. MF and CCS trunk groups
shall not be provided within a DS-1 facility; a separate DS-1 per
signaling type must be used.
5.7. All originating Toll Free Service calls for which CLC requests that
PACIFIC perform the Service Switching Point ("SSP") function (e.g.,
perform the database query) shall be delivered using GR-394 format
over the Meet Point Trunk Group. Carrier Code "0110" and Circuit
Code of "08" shall be used for all such calls.
5.8. All post-query Toll Free Service calls for which CLC performs the SSP
function, if delivered to PACIFIC, shall be delivered using GR-394
format over the Meet Point Trunk Group for calls destined to IXCS, or
shall be delivered by CLC using GR-317 format over the Local
Interconnection Trunk Group for calls destined to
Page 19
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Attachment 18
end offices that directly subtend the tandem or the designated LATA-
wide tandem to which the calls are destined.
5.9. Originating Feature Group B calls delivered to PACIFIC's tandem shall
use GR-317 signaling format unless the associated FGB carrier employs
GR-394 signaling for its FGB traffic at the serving Access Tandem.
5.10 PACIFIC and CLC shall Meet Point bill jointly provided Switched
Access as set forth in Attachment 13 of this Agreement.
6. RESPONSIBILITIES OF THE PARTIES
6.1 CLC and PACIFIC agree to exchange such reports and/or data as
provided in this Agreement to facilitate the proper billing of
traffic. Either Party may request an audit of such usage reports on
no fewer than ten (10) business days written notice and any audit
shall be accomplished during normal business hours at the office of
the Party being audited which shall be Chicago, Illinois for CLC and
San Francisco, California for PACIFIC. Such audit must be performed
by a mutually agreed-to independent auditor paid for by the Party
requesting the audit and may include review of the data described
above. Such audits shall be requested within six months of having
received the PLU factor and usage reports from the other Party, and
may not be requested more than twice per year.
6.2 CLC and PACIFIC will review engineering requirements on a semi-annual
basis and establish forecasts for trunk and facilities utilization
provided under this Agreement. New trunk groups will be implemented
as dictated by engineering requirements of either PACIFIC or CLC.
6.3 CLC and PACIFIC shall share responsibility for all Control Office
functions for Local Interconnection Trunks and Trunk Groups, and both
Parties shall share the overall coordination installation, and
maintenance responsibilities for these trunks and trunk groups.
6.4 CLC is responsible for all Control Office functions for the Meet
Point Trunks and Trunk Groups, and shall be responsible for the
overall coordination, installation, and maintenance responsibilities
for these trunks and trunk groups.
6.5 CLC and PACIFIC shall:
6.5.1. Provide trained personnel with adequate and compatible test
equipment to work with each other's technicians.
6.5.2. Notify each other when there is any change affecting the
service requested, including the due date.
6.5.3. Coordinate and schedule testing activities of their own
personnel, and others as applicable, to ensure its
interconnection trunks/trunk groups are installed per the
interconnection order, meet agreed upon acceptance test
requirements, and are placed in service by the due date.
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Attachment 18
6.5.4. Perform sectionalization to determine if a trouble is located
in its facility or its portion of the interconnection trunks
prior to referring the trouble to each other.
6.5.5. Advise each other's Control Office if there is an equipment
failure that may affect the interconnection trunks.
6.5.6. Provide each other with a trouble reporting number that is
readily accessible and available 24 hours/7 days a week.
6.5.7. Provide to each other test-line numbers and access to test
lines, including a test-line number that returns answer
supervision in each NPA-NXX opened by a Party.
6.6 CLC and PACIFIC will provide their respective billing contact numbers
to one another on a reciprocal basis.
6.7. The Parties will conduct cooperative testing for the proper recording
of AMA records in each carrier switch(es) before establishing
service.
6.8 Each Party shall establish procedures whereby its operator bureau
will coordinate with the operator bureau of the other Party in order
to provide Busy Line Verification ("BLV") and Busy Line Verification
and Interrupt ("BLVI") services on calls between their respective end
users on or before the Due Dates of the first Local Interconnection
Trunk Group(s).
BLV and BLVI inquiries between operator bureaus shall be routed using
network-routable access codes published in the LERG over the Local
Interconnection Trunks.
6.9. Within ninety (90) days of the due date of the initial installation
of local interconnection trunks, CLC will provide to PACIFIC CLC's
references or internal standards governing each topic in Appendix B,
where such references or internal standards exist. Where such
references or internal standards do not exist, the Parties agree to
work together to develop or identify references or internal
standards.
7. INSTALLATION OF TRUNKS
Due dates for the installation of Local Interconnection Trunk Groups and
Meet Point Trunks covered by this Agreement shall be based on Pacific's
intrastate Switched Access intervals.
8. TRUNK FORECASTING
8.1. The Parties shall work towards the development of joint forecasting
responsibilities for traffic utilization over trunk groups. Orders
for trunks that exceed forecasted quantities for forecasted locations
will be accommodated as facilities and/or equipment becomes
available. Parties shall make all reasonable efforts and cooperate in
good faith to develop alternative solutions to accommodate orders
when facilities are not available. Intercompany forecast
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Attachment 18
information must be provided by the Parties to each other twice a
year. The semi-annual forecasts shall include:
8.1.1. Yearly forecasted trunk quantities (which include
measurements that reflect actual tandem Local Interconnection
and Meet Point trunks, End Office Local Interconnection
trunks, and tandem-subtending Local Interconnection end
office equivalent trunk requirements) for a minimum of three
(current and plus-1 and plus-2) years;
8.1.2. The use of Common Language Location Identifier (CLLI-MSG),
which are described in Bellcore documents BR 795-100-100 and
BR 795-400-100; and
8.1.3. A description of major network projects anticipated for the
following six months. Major network projects include trunking
or network rearrangements, shifts in anticipated traffic
patterns, or other activities that are reflected by a
significant increase or decrease in trunking demand for the
following forecasting period.
8.2. If differences in semi-annual forecasts of the Parties vary by more
than 48 additional DSO two-way trunks for each Local Interconnection
Trunk Group, the Parties shall meet to reconcile the forecast to
within 48 DSO trunks. If the Parties are unable to reach such a
reconciliation, the Local Interconnection Trunk Groups shall be
provisioned to the higher forecast. At the end of three months, the
utilization of the Local Interconnection Trunk Groups will be
reviewed and if the average centum call seconds ("CCS") utilization
for the third month is under seventy-five percent (75%) of capacity,
either Party may issue an order to resize the trunk group, which
shall be left with not less than twenty-five percent (25%) excess
capacity.
8.3. If a trunk group is under 75 percent (75%) of CCS capacity on a
monthly average basis for each month of any six month period, either
Party may request the issuance of an order to resize the trunk group,
which shall be left with not less than 25 percent excess capacity. In
all cases, grade of service objectives identified in Section 9
following shall be maintained.
8.4. Each Party shall provide a specified point of contact for planning,
forecasting and trunk servicing purposes.
9. GRADE OF SERVICE
----------------
A blocking standard of one half of one percent (.005) during the average
busy hour, for final trunk groups between the Parties networks carrying
Meet Point traffic shall be maintained. All other final trunk groups shall
be engineered with a blocking standard of one percent (.01).
10. LOCAL INTERCONNECTION TRUNK SERVICING
-------------------------------------
10.1 Orders between the Parties to establish, add, change or disconnect
trunks shall be processed by use of an Interconnection Service
Request ("ISR") for CLC
Page 22
<PAGE>
Attachment 18
orders to PACIFIC or an Access Service Request "ASR" for PACIFIC
orders to CLC.
10.2 As discussed in this Agreement, both Parties will jointly manage the
capacity of Local Interconnection Trunk Groups. Pacific's Circuit
Provisioning Assignment Center ("CPAC") and CLC's equivalent center
will send a Trunk Group Service Request ("TGSR") to the other Party
to trigger changes to the Local Interconnection Trunk Groups based on
capacity assessment. Either Party upon receipt of the TGSR will issue
an ISR/ASR to the other Party:
10.2.1. Within 10 business days after receipt of the TGSR, upon
review of and in response to the TGSR received; or
10.2.2. At any time as a result of either Party's own capacity
management assessment, in order to begin the provisioning
process. The intervals used for the provisioning process
will be the same as those used for the PACIFIC's Switched
Access service.
10.3. Orders that comprise a major project shall be submitted at the same
time, and their implementation shall be jointly planned and
coordinated. Major projects are those that require the coordination
and execution of multiple orders or related activities between and
among PACIFIC and CLC work groups, including but not limited to the
initial establishment of Local Interconnection or Meet Point trunk
groups and service in an area, NXX code moves, re-homes, facility
grooming, or network rearrangements.
10.4 The Parties will cooperate to establish separate trunk groups for the
completion of calls to high volume customers, such as radio contest
lines.
10.5 CLC will be responsible for engineering its network on its side of
the POI. PACIFIC will be responsible for engineering its network on
its side of the POI.
11. TROUBLE REPORTS
---------------
CLC and PACIFIC will cooperatively plan and implement coordinated repair
procedures for the Meet Point and Local Interconnection Trunks and
facilities to ensure that trouble reports are resolved in a timely and
appropriate manner.
12. NETWORK MANAGEMENT
------------------
12.1. Protective Controls
-------------------
Either Party may use protective network traffic management controls
such as 7-digit and 10-digit code gaps on traffic toward each other's
network, when required to protect the public switched network from
congestion due to facility failures, switch congestion or failure or
focused overload. CLC and PACIFIC will immediately notify each other
of any protective control action planned or executed.
12.2. Expansive Controls
------------------
Where the capability exists, originating or terminating traffic
reroutes may be implemented by either Party to temporarily relieve
network congestion due to facility failures or abnormal calling
patterns. Reroutes will not be used to
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Attachment 18
circumvent normal trunk servicing. Expansive controls will only be
used when mutually agreed to by the Parties.
12.3. Mass Calling
------------
CLC and PACIFIC shall cooperate and share pre-planning information
regarding cross-network call-ins expected to generate large or
focused temporary increases in call volumes.
13. Other forms of Interconnection
------------------------------
Either Party will make available any other form of interconnection
requested by the other Party that is consistent with the Act and the
regulations thereunder. Requests for interconnection not specified in this
Attachment shall be processed according to the process described in
Attachment 6, Section 1.6.
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<PAGE>
ATTACHMENT 18
-------------
Appendix A
Interconnection Arrangements Chart
<PAGE>
APPENDIX A -- INTERCONNECTION ARRANGEMENTS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
Carrier Switch Carrier Routing Point POI Pacific Central Office
- ------------------------------------------------------------------------------------
<S> <C> <C> <C>
SNFECALNDSO OKLDCA03W09 OKLDCA0349T
- ------------------------------------------------------------------------------------
SNFECALNDSO SNTCCA01W31 SNTCCA0148T
- ------------------------------------------------------------------------------------
SNFECALNDSO SNFECALNW01 SNFCCA2143T
- ------------------------------------------------------------------------------------
SNFECALNDSO SNFECALNW01 SNRSCA0130T
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Attachment 18-Appendix B
Bilateral Agreement Template
- -------------------------------------------------------------------------------------------------------------------------------
Bilateral Agreement Pacific Bell Reference(s) CLC Reference(s) Notes/Status
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
1 Internetwork provisioning CLC Handbook, Section 16.5 Provisions
information and guidelines. of LISA.
---------------------------------------------------------------------------------------
CLC Handbook, Appendix F1, CLC ISR
Users' Guide.
---------------------------------------------------------------------------------------
Interconnection Agreement between
________ and Pacific, _______ 1996.
- -------------------------------------------------------------------------------------------------------------------------------
2 SS7 & other critical CLC Operations Handbook-SS7, Section
internetwork compatibility 16.7.3.2 & .3, Pre-service & Protocol
testing. Testing.
---------------------------------------------------------------------------------------
CCS Network Interface, Section 6.3,
Protocol Compatibility Testing.
---------------------------------------------------------------------------------------
NOF Handbook, Section III, 3G, SS7
Compatibility Testing.
- -------------------------------------------------------------------------------------------------------------------------------
3 Special protocol CCS Network Interface, Section 2.3,
implementation agreements. Interface Protocol Messages.
---------------------------------------------------------------------------------------
TR-246, T1.114 (SCCP) & T1.116
(SCCP); GR-317 and GR-394.
---------------------------------------------------------------------------------------
CCS Questionnaire, Section IV, D-2
Switch Parameters.
- -------------------------------------------------------------------------------------------------------------------------------
4 Diversity requirements. CCS Network Interface, Section 4.1,
Diversity Definition.
---------------------------------------------------------------------------------------
NOF Handbook, Section III, 2D, Link
Responsibilities - Diversity.
---------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
5 Installation, maintenance CLC Operations Handbook-LISA, Section
guidelines and responsibilities. 16.6.2, Responsibilities.
---------------------------------------------------------------------------------------
CLC Operations Handbook-SS7, Section
16.7.2, Responsibilities.
---------------------------------------------------------------------------------------
</TABLE>
Page 1
<PAGE>
<TABLE>
<CAPTION>
Attachment 18-Appendix B
Bilateral Agreement Template
- -------------------------------------------------------------------------------------------------------------------------------
Bilateral Agreement Pacific Bell Reference(s) CLC Reference(s) Notes/Status
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
6 Network security CLC Operations HB-LISA, Section 16.6.11
requirements. & .12, Call Trace (Emergency & Fraud).
- -------------------------------------------------------------------------------------------------------------------------------
7 Performance standards and LISA Interface Specification, Section 4,
service level Performance.
agreements. ---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
8 Specific versions/issues of CCS Network Interface, Section 1.4,
protocol or interface Related Documents.
specification.
- -------------------------------------------------------------------------------------------------------------------------------
9 Maintenance procedures, CLC Operations Handbook-LISA, Section
including trouble reporting, 16.6.4, Maintenance
status, etc.
---------------------------------------------------------------------------------------
CLC Operations Handbook-SS7, Section
16.7.4, Maintenance
- -------------------------------------------------------------------------------------------------------------------------------
10 Internetwork trouble resolution CLC Operations HB-LISA, Section 16.6.4
and escalation procedures. & .6, Sectionalization; Escalations.
---------------------------------------------------------------------------------------
CLC Operations HB-SS7, Section 16.7.4
& .6, Sectionalization; Escalations.
---------------------------------------------------------------------------------------
Interconnection Agreement between
________ and Pacific, _______ 1996.
- -------------------------------------------------------------------------------------------------------------------------------
11 In-depth root cause analysis of S.I. 131 - Customer Service Quality Failure
significant failures. Report (Analysis).
---------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
</TABLE>
Page 2
<PAGE>
<TABLE>
<CAPTION>
Attachment 18-Appendix B
Bilateral Agreement Template
- -------------------------------------------------------------------------------------------------------------------------------
Bilateral Agreement Pacific Bell Reference(s) CLC Reference(s) Notes/Status
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
12 Explicit forecasting information CLC HB, Appendix C, Interconnection
re: direct and subtending Forecasts.
traffic.
- -------------------------------------------------------------------------------------------------------------------------------
13 Explicit expectations regarding CLC Operations Handbook-SS7, Section
interoperability testing. 16.7.3.3 & .4, Protocol/Acceptance Tests.
---------------------------------------------------------------------------------------
CCS Network Interface, Section 6.3,
Protocol Compatibility Testing.
---------------------------------------------------------------------------------------
CLC Operations Handbook-LISA, Section
16.6.3.3 Acceptance Tests.
- -------------------------------------------------------------------------------------------------------------------------------
14 Network management. CLC Operations HB-LISA, Section
16.6.2.5, Network Management
Guidelines.
---------------------------------------------------------------------------------------
NOF Handbook, Section VI, Network
Management Guidelines.
---------------------------------------------------------------------------------------
Interconnection Agreement between
_________ and Pacific, __________ 1996.
- -------------------------------------------------------------------------------------------------------------------------------
15 Operating procedures. CLC Operations Handbook - LISA (all
sections).
---------------------------------------------------------------------------------------
CLC Operations Handbook - SS7, (all
sections).
---------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
16 Routing and screening LISA Interface Specification, Section 2.2,
administration. Routing & Screening.
---------------------------------------------------------------------------------------
CCS Network Interface, Section 2.2,
Routing & Screening (MTP/SCCP).
---------------------------------------------------------------------------------------
Interconnection Agreement between
________ and Pacific, _______1996.
- -------------------------------------------------------------------------------------------------------------------------------
17 Sychronization design and CLC Operations Handbook-SS7, Section
Company-wide coordinator(s). 16.7.3.5, Synchronization.
---------------------------------------------------------------------------------------
</TABLE>
Page 3
<PAGE>
<TABLE>
<CAPTION>
Attachment 18-Appendix B
Bilateral Agreement Template
- -------------------------------------------------------------------------------------------------------------------------------
Bilateral Agreement Pacific Bell Reference(s) CLC Reference(s) Notes/Status
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
18 Performance requirements. LISA Interface Specification, Section 4,
Performance
---------------------------------------------------------------------------------------
CCS Network Interface, Section 5,
Performance.
- -------------------------------------------------------------------------------------------------------------------------------
19 Responsibility assignment CLC Operations Handbook-LISA
(testing, control, etc.) (throughout).
---------------------------------------------------------------------------------------
CLC Operations Handbook-SS7,
(throughout).
---------------------------------------------------------------------------------------
Interconnection Agreement between
_________ and Pacific, __________ 1996.
- -------------------------------------------------------------------------------------------------------------------------------
20 Information sharing for CLC Oprs HB-LISA, Section 16.6.4.3 &
analysis and problem 16.6.5 Sectionalization & Intercarrier
identification. Testing.
---------------------------------------------------------------------------------------
NOF Handbook, Section VII, Information
Sharing.
---------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------------
21 Network transition and service CLC Operations Handbook-LISA, Section
rearrangement management. 16.6.3.7, Rearrangements.
---------------------------------------------------------------------------------------
CLC Operations HB-SS7, Section
16.7.3.9, Signaling Link Rearrangements.
---------------------------------------------------------------------------------------
CCS Questionnaire, Section III, 2 Trunk
Conversion Considerations.
- -------------------------------------------------------------------------------------------------------------------------------
22 Calling Party Number privacy CLC HB-LISA, Section 16.5.6,
management. Prerequisites, Limitations & Restrictions.
---------------------------------------------------------------------------------------
Interconnection Agreement between
_________ and Pacific, __________ 1996.
---------------------------------------------------------------------------------------
</TABLE>
Page 4
<PAGE>
<TABLE>
<CAPTION>
Attachment 18-Appendix B
Bilateral Agreement Template
- ------------------------------------------------------------------------------------------------------------------------------------
Bilateral Agreement Pacific Bell Reference(s) CLC Reference(s) Notes/Status
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
23 Traffic engineering design Interconnection Agreement between
criteria and capacity _______ and Pacific, _______ 1996.
management.
- ------------------------------------------------------------------------------------------------------------------------------------
24 Tones and announcements for CLC Operations HB-LISA, Section
unsuccessful call attempts. 16.6.9.4, Tones and Announcements.
------------------------------------------------------------------------------------------
CCS Network Interface, Section 3.4,
Tones and Announcements.
------------------------------------------------------------------------------------------
NOF Handbook, Section III, Pg. 17,
Tones and Announcements.
- ------------------------------------------------------------------------------------------------------------------------------------
25 Mutual aid agreement(s). CLC Handbook, Section 48, Emergency
Preparedness.
------------------------------------------------------------------------------------------
Agreement between BCCs for Nat'l
Security Emergency Preparedness.
------------------------------------------------------------------------------------------
Mutual Aid Agreement Among IEC and
LEC Carriers in California...
- ------------------------------------------------------------------------------------------------------------------------------------
26 Emergency communications Emergency Preparedness & Response
plan. Program, Tab 4, Communications.
------------------------------------------------------------------------------------------
NOF Handbook, Section III, Pg. 16,
Emergency Communications.
------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
27 Billing records data exchange.
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
28 Pre-cutover internetwork trunk CCS Network Interface, Section 6.3,
testing. Protocol Compatibility Testing.
------------------------------------------------------------------------------------------
</TABLE>
Page 5
<PAGE>
<TABLE>
<CAPTION>
Attachment 18-Appendix B
Bilateral Agreement
- --------------------------------------------------------------------------------------------
Bilateral Agreement Pacific Bell Reference(s) CLC Reference(s) Notes/Status
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
- --------------------------------------------------------------------------------------------
CLC Operations HB-LISA,
Section 16.6.3.2 & .3, Pre-
Service/Acceptance Tests.
- --------------------------------------------------------------------------------------------
CLC Operations HB-SS7,
Section 16.7.3.4 & .5,
Protocol/Acceptance Tests.
- --------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT 10.23
INTERCONNECTION, RESALE
AND UNBUNDLING
AGREEMENT
between
GTE CALIFORNIA INCORPORATED,
CONTEL OF CALIFORNIA, INC.
and
AT&T COMMUNICATIONS OF CALIFORNIA, INC.
The filing of this arbitrated Agreement with the Public Utilities Commission of
the State of California in accordance with Ordering Paragraph No. 3 of the
Commission's Opnion Approving Arbitrated Agreement (Decision No. 97-01-022
issued January 13, 1997) ("Decision No. 97-01-022"), with respect to In the
Matter of the Petition of AT&T Communications of California, Inc. for
Arbitration Pursuant to Section 252 of the Federal Telecommunications Act of
1996 to Establish an Interconnection Agreement with GTE California
Incorporated. Application 96-08-041 (Filed August 19, 1996), does not in any way
constitute a waiver by either AT&T Communications of California, Inc., GTE
California Incorporated or Contel of California, Inc. of any right which any
such Party may have to appeal, or to petition the Commission for reconsideration
of, any determination contained in Decision No. 97-01-022 or any provision
included in this Agreement pursuant to Decision No. 97-01-022.
Nothing contained herein shall be construed or is intended to be a concession or
admission by either Party that any contractual provision required by Decision
No. 97-01-022 or the language herein complies with the duties imposed by the
Telecommunications Act of 1996, the decisions of the FCC and the CPUC, or other
law, and each Party thus expressly reserves its full right to assert and pursue
claims that Decision No. 97-01-022 does not comply with applicable law.
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
SECTION PAGE
- ------- ----
<S> <C>
PREFACE..................................................................... 1
AGREEMENT................................................................... 1
RECITALS.................................................................... 1
SCOPE, INTENT AND DEFINITIONS............................................... 2
GENERAL TERMS AND CONDITIONS................................................ 2
1. PROVISION OF LOCAL SERVICE AND UNBUNDLED NETWORK ELEMENTS AND
INTERCONNECTION..................................................... 2
2. TERM OF AGREEMENT.................................................... 3
3. TERMINATION OF AGREEMENT; TRANSITIONAL SUPPORT....................... 3
4. GOOD FAITH PERFORMANCE............................................... 4
5. OPTION TO OBTAIN LOCAL SERVICES OR NETWORK ELEMENTS UNDER OTHER
AGREEMENTS.......................................................... 5
6. RESPONSIBILITY OF EACH PARTY......................................... 5
7. GOVERNMENTAL COMPLIANCE.............................................. 5
8. REGULATORY MATTERS................................................... 5
9. LIABILITY AND INDEMNITY.............................................. 6
10. SERVICE PARITY AND STANDARDS......................................... 8
11. COOPERATION ON FRAUD MINIMIZATION.................................... 9
12. FORCE MAJEURE........................................................ 9
13. CERTAIN STATE AND LOCAL TAXES........................................ 10
14. ALTERNATIVE DISPUTE RESOLUTION....................................... 10
15. NOTICES.............................................................. 10
16. CONFIDENTIALITY AND PROPRIETARY INFORMATION.......................... 12
17. BRANDING............................................................. 14
18. DIRECTORY LISTINGS AND DIRECTORY DISTRIBUTION........................ 14
19. DIRECTORY ASSISTANCE LISTING INFORMATION............................. 17
</TABLE>
<PAGE>
<TABLE>
<S> <C>
20. BUSY LINE VERIFICATION AND BUSY LINE VERIFICATION INTERRUPT.......... 18
21. NUMBER ASSIGNMENT.................................................... 18
22. MISCELLANEOUS........................................................ 19
PART I LOCAL SERVICES RESALE................................................ 23
23. TELECOMMUNICATIONS SERVICES PROVIDED FOR RESALE...................... 23
24. GENERAL TERMS AND CONDITIONS FOR RESALE.............................. 23
25. REQUIREMENTS FOR SPECIFIC SERVICES................................... 25
26. ADVANCED INTELLIGENT NETWORK......................................... 26
27. ROUTING TO DIRECTORY ASSISTANCE, OPERATOR AND REPAIR SERVICES........ 27
28. SERVICE SUPPORT FUNCTIONS............................................ 29
PART II: UNBUNDLED NETWORK ELEMENTS......................................... 36
29. INTRODUCTION......................................................... 36
30. UNBUNDLED NETWORK ELEMENTS........................................... 36
PART III: ANCILLARY FUNCTIONS............................................... 40
31. INTRODUCTION......................................................... 40
32. GTE PROVISION OF ANCILLARY FUNCTIONS................................. 40
33. STANDARDS FOR ANCILLARY FUNCTIONS.................................... 40
PART IV: INTERCONNECTION PURSUANT TO SECTION 251(C)(2)..................... 42
34. SCOPE................................................................ 42
35. INTERCONNECTION POINTS ANd METHODS................................... 42
36. TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE TRAFFIC
PURSUANT TO SECTION 251(c)(2)....................................... 50
37. TRANSMISSION AND ROUTING OF EXCHANGE ACCESS
TRAFFIC............................................................. 53
38. TRANSPORT AND TERMINATION OF INFORMATION SERVICES
TRAFFIC............................................................. 54
39. INSTALLATION, MAINTENANCE, TESTING AND REPAIR........................ 54
PART V: PRICING............................................................. 56
40. GENERAL PRINCIPLES................................................... 56
41. PRICE SCHEDULES...................................................... 56
42. CUSTOMIZED ROUTING................................................... 57
</TABLE>
<PAGE>
ATTACHMENTS
Attachment 1 Alternative Dispute Resolution
Attachment 2 Services Description: Unbundled Network Elements ("UNE")
Attachment 3 Service Description: Ancillary Functions
Attachment 4 Provisioning and Ordering - UNE
Attachment 5 Maintenance for Local Services Resale and UNE
Attachment 6 Local Services Resale, UNE and Interconnection Billing and
Recording
Attachment 7 Provision of Customer Usage Data
Attachment 8 Interim Number Portability
Attachment 9 Network Security
Attachment 10 Acronyms
Attachment 11 Definitions
Attachment 12 Service Quality Standards and Processes
Attachment 13 Principles for Implementing Electronic Interfaces for Operations
Support Systems
Attachment 14 AT&T/GTE Pricing Agreement
Attachment 15 Reciprocal Compensation for Call Termination Agreement
<PAGE>
Page 1
PREFACE
-------
AGREEMENT
---------
This Agreement is entered into as of the 23rd day of January, 1997, by and
among AT&T Communications of California, Inc., a California corporation having
an office at 795 Folsom Street, San Francisco, California 94107-1230, in its
capacity as a telecommunications carrier ("AT&T"), and GTE California
Incorporated, a California corporation, having an office for purposes of this
Agreement at 600 Hidden Ridge, Irving, Texas 75038 and Contel of California,
Inc., a California corporation, having an office for purposes of this Agreement
at 600 Hidden Ridge, Irving, Texas 75038 (individually and collectively "GTE").
This Agreement covers services only in the state of California (the "State").
RECITALS
--------
WHEREAS, The Telecommunications Act of 1996 (the "Act") was signed
into law on February 8, 1996; and
WHEREAS, the Act places certain duties and obligations upon, and
grants certain rights to, Telecommunications Carriers, with respect to the
interconnection of their networks, resale of their telecommunications services,
access to their poles, ducts, conduits and rights of way and, in certain cases,
the offering of certain unbundled network elements and physical collocation of
equipment in Local Exchange Carrier premises, and
WHEREAS, GTE is an Incumbent Local Exchange Carrier; and
WHEREAS, AT&T is a Telecommunications Carrier and has requested that
GTE negotiate an agreement with AT&T for the provision of Network Elements,
Local Services for resale, collocation and access to poles, ducts, conduits and
rights of way and the reciprocal provision of interconnection services pursuant
to the Act and in conformance with GTE's and AT&T's duties under the Act; and
WHEREAS, interconnection between competing Local Exchange Carriers
(LECs) is necessary and desirable for the mutual exchange and termination of
traffic originating on each LEC's network and the Parties desire to exchange
such traffic and related signaling in a technically and economically efficient
manner at defined and mutually agreed upon points of interconnection;
NOW, THEREFORE, in consideration of the premises and the mutual covenants of
this Agreement, AT&T and GTE hereby agree as follows:
<PAGE>
Page 2
SCOPE, INTENT AND DEFINITIONS
-----------------------------
This Agreement governs the purchase by AT&T of certain telecommunications
services provided by GTE in its service areas for resale by AT&T, the purchase
by AT&T of certain unbundled network elements from GTE, the terms and conditions
of the collocation of certain equipment of AT&T in the premises of GTE, the
provision by GTE of access to its poles, conduits and rights of way and the
reciprocal interconnection of each Party's local facilities for the exchange of
traffic.
The Parties agree that their entry into this Agreement is without prejudice to
any positions they may have taken previously, or may take in the future, in any
legislative, regulatory, judicial or other public forum addressing any matters,
including matters related to the same types of arrangements covered in this
Agreement.
For purposes of this Agreement, certain terms have been defined in Attachment 11
and elsewhere in this Agreement to encompass meanings that may differ from the
normal connotation of the defined word. A defined word intended to convey its
special meaning is capitalized when used. Unless the context clearly indicates
otherwise, any term defined or used in the singular shall include the plural.
The words "shall" and "will" are used interchangeably throughout this Agreement
and the use of either connotes a mandatory requirement. The use of one or the
other shall not mean a different degree of right or obligation for either Party.
Other terms that are capitalized, and not defined in this Agreement, shall have
the meaning given them in the Act. For convenience of reference only, Attachment
10 provides a list of acronyms used throughout this Agreement.
GENERAL TERMS AND CONDITIONS
----------------------------
1. PROVISION OF LOCAL SERVICE, UNBUNDLED NETWORK ELEMENTS AND INTERCONNECTION
---------------------------------------------------------- ---------------
This Agreement, which consists of these General Terms and Conditions and
Attachments 1-16 and their accompanying Appendices, sets forth the terms,
conditions and prices under which GTE agrees to provide (a)
telecommunications services for resale (hereinafter referred to as "Local
Services") and (b) certain unbundled Network Elements, Ancillary Functions
and additional features to AT&T or combinations of such Network Elements
("Combinations") for resale to others, and for purposes of offering
telecommunications services of any kind, including, but not limited to,
local exchange services, intrastate toll services, and intrastate and
interstate exchange access services and (c) access to GTE's poles, conduits
and rights of way. This Agreement also sets forth the terms and conditions
for the interconnection of AT&T's local network to GTE's local network
<PAGE>
Page 3
("Interconnection Services") and the reciprocal compensation to be paid by
each Party to the other for the transport and termination of Local Traffic
of the other Party. The Network Elements, Combinations or Local Services
provided pursuant to this Agreement may be connected to other Network
Elements, Combinations or Local Services provided by GTE or to any Network
Elements, Combinations or Local Services provided by AT&T itself or by any
other vendor. Subject to the requirements of this Agreement, AT&T may, at
any time add, delete, relocate or modify the Local Services, or Network
Elements or Combinations purchased hereunder.
2. TERM OF AGREEMENT
-----------------
This Agreement shall become effective on January 23, 1997 (the "Effective
Date"), and shall remain effective for a period of three (3) years. This
Agreement shall continue in effect for consecutive one (1) year terms
thereafter unless either Party gives the other Party at least ninety (90)
calendar days written notice of termination, which termination shall be
effective at the end of the then-current term. Notwithstanding the
foregoing, this Agreement shall remain in effect until the completion of
any arbitration process the request for which was made pursuant to Section
14 below prior to the end of the initial three-year term.
3. TERMINATION OF AGREEMENT: TRANSITIONAL SUPPORT
----------------------------------------------
3.1 Subject to any applicable restrictions and requirements contained elsewhere
in this Agreement, AT&T may elect at any time to terminate this entire
Agreement at AT&T's sole discretion, upon ninety (90) days prior written
notice to GTE. Unless otherwise provided in this Agreement, in such case,
AT&T's liability shall be limited to payment of the amounts due for Local
Services, Network Elements, Combinations and Interconnection Services
provided up to and including the date of termination. The Parties recognize
that provision of uninterrupted service to customers is vital and services
must be continued without interruption. Upon the termination or expiration
of this Agreement, AT&T may itself provide or retain another vendor to
provide comparable Local Services, Network Elements, or Combinations. GTE
agrees to cooperate in an orderly and efficient transition to AT&T or
another vendor such that the level and quality of the Local Services,
Network Elements and Combinations are not degraded and to exercise
reasonable efforts to assist in an orderly and efficient transition.
3.2 AT&T may terminate any Local Service(s), Network Element(s) or
Combination(s) provided under this Agreement upon thirty (30) days written
notice to GTE, unless a different notice period or different conditions are
specified for termination of such Local Service(s), Network Element(s) or
<PAGE>
Page 4
Combination(s) in this Agreement, in which event such specific period and
conditions shall apply.
3.3 GTE will not discontinue any unbundled Network Element, Ancillary Function
or Combination thereof during the term of this Agreement without AT&T's
written consent which consent shall not be unreasonably withheld, except
(1) to the extent required by network changes or upgrades, in which event
GTE will comply with the network disclosure requirements stated in the Act
and the FCC's implementing regulations; or (2) if required by a final order
of the Court, the FCC or the Commission as a result of remand or appeal of
the FCC's order In the Matter of Implementation of Local Competition
Provisions of the Telecommunications Act of 1996, Docket 96-98. In the
event such a final order allows but does not require discontinuance, GTE
shall make a proposal for AT&T's approval, and if the Parties are unable to
agree, either Party may submit the matter to the Alternative Dispute
Resolution procedures described in Attachment 1. GTE will not discontinue
any Local Service or Combination of Local Services without providing 45
days advance written notice to AT&T, provided however, that if such
services are discontinued with less than 45 days notice to the regulatory
authority, GTE will notify AT&T at the same time it determines to
discontinue the service. If GTE grandfathers a Local Service or combination
of Local Services, GTE shall grandfather the service for all AT&T resale
customers who subscribe to the service as of the date of discontinuance.
3.4 Either Party may terminate this Agreement at any time by giving written
notice to the other Party in the event the other Party files a petition for
bankruptcy, is declared bankrupt, is insolvent, makes an assignment for the
benefit of creditors, or goes into liquidation or receivership. In
addition, either Party may terminate this Agreement in the event of a
Party's refusal or failure to pay all or any portion of any amount required
to be paid to the other Party as and when due; provided however that the
Party allegedly due payment (1) notifies the other Party of the amounts
due, (2) utilizes the ADR process set forth in Attachment 1, (3) obtains a
favorable final ruling in that process and (4) does not receive payment
within thirty (30) calendar days of the final ruling. There shall be no
reason for the unilateral termination of this Agreement except as stated in
this Agreement.
4. GOOD FAITH PERFORMANCE
----------------------
In the performance of their obligations under this Agreement, the Parties
shall act in accordance with the good faith requirements of the Act. In
situations in which notice, consent, approval or similar action by a Party
is permitted or required by any provision of this Agreement (including,
without limitation, the obligation of the Parties to further negotiate the
resolution of new or open
<PAGE>
Page 5
issues under this Agreement), such action shall not be unreasonably
delayed, withheld or conditioned.
5. OPTION TO OBTAIN LOCAL SERVICES OR NETWORK ELEMENTS UNDER OTHER
---------------------------------------------------------------
AGREEMENTS
----------
GTE shall allow AT&T to elect terms other than those set forth in this
Agreement to the extent required by Section 252 of the Act, final
regulations thereunder and relevant court decisions.
6. RESPONSIBILITY OF EACH PARTY
----------------------------
Each Party is an independent contractor, and has and hereby retains the
right to exercise full control of and supervision over its own performance
of its obligations under this Agreement and retains full control over the
employment, direction, compensation and discharge of all employees
assisting in the performance of such obligations. Each Party will be solely
responsible for all matters relating to payment of such employees,
including compliance with social security taxes, withholding taxes and all
other regulations governing such matters. Subject to the limitations on
liability contained in this Agreement and except as otherwise provided in
this Agreement, each Party shall be responsible for (i) its own acts and
performance of all obligations imposed by Applicable Law in connection with
its activities, legal status and property, real or personal and, (ii) the
acts of its own affiliates, employees, agents and contractors during the
performance of that Party's obligations hereunder.
7. GOVERNMENTAL COMPLIANCE
----------------------
AT&T and GTE each shall comply with all Applicable Law that relates to i)
its obligations under or activities in connection with this Agreement; or
ii) its activities undertaken at, in connection with or relating to Work
Locations. AT&T and GTE each agree to indemnify, defend (at the other
Party's request) and save harmless the other, each of its officers,
directors and employees from and against any losses, damages, claims,
demands, suits, liabilities, fines, penalties and expenses (including
reasonable attorneys' fees) that arise out of or result from its failure or
the failure of its contractors or agents to so comply with Applicable Law.
Each Party will be solely responsible for obtaining from governmental
authorities, building owners, other carriers, and any other persons or
entities, all rights and privileges which are necessary for such Party to
perform its obligations under this Agreement.
8. REGULATORY MATTERS
------------------
<PAGE>
Page 6
8.1 GTE shall be responsible for obtaining and keeping in effect all FCC, state
regulatory commission, franchise authority and other regulatory approvals
that may be required in connection with the performance of its obligations
under this Agreement. AT&T shall be responsible for obtaining and keeping
in effect all FCC, state regulatory commission, franchise authority and
other regulatory approvals that may be required in connection with its
offering of services to AT&T Customers contemplated by this Agreement. AT&T
shall reasonably cooperate with GTE in obtaining and maintaining any
required approvals for which GTE is responsible, and GTE shall reasonably
cooperate with AT&T in obtaining, and maintaining any required approvals
for which AT&T is responsible.
8.2 GTE shall not file any tariff which supercedes or changes any term of this
Agreement unless the Commission specifically orders GTE to file a tariff
which controls over any conflicting term of any agreement between GTE and a
competitive local exchange carrier.
8.3 If any final and nonappealable legislative, regulatory, judicial or other
legal action, including a change in Applicable Law, materially affects any
material terms of this Agreement, or the ability of AT&T or GTE to perform
any material terms of this Agreement, AT&T or GTE may, on 30 days' written
notice (delivered not later than 30 days following the date on which such
action has become legally binding and has otherwise become final and
nonappealable) require that such terms be renegotiated, and the Parties
shall renegotiate in good faith such mutually acceptable new terms as may
be required. If such new terms are not renegotiated within 90 days after
such notice, the Dispute shall be referred to the Alternative Dispute
Resolution procedures set forth in Attachment 1.
9. LIABILITY AND INDEMNITY
-----------------------
9.1 LIABILITIES OF AT&T - AT&T's liability to GTE during any Contract Year
resulting from any and all causes under this Agreement, other than as
specified in Sections 7 and 9.4 below, shall not exceed an amount equal to
the amount due and owing by AT&T to GTE under this Agreement during the
Contract Year in which such cause accrues or arises.
9.2 LIABILITIES OF GTE - GTE's liability to AT&T during any Contract Year
resulting from any and all causes under this Agreement, other than as
specified in Sections 7 and 9.4 below, shall not exceed an amount equal to
any amounts due and owing by AT&T to GTE under this Agreement during the
Contract Year in which such cause accrues or arises.
9.3 NO CONSEQUENTIAL DAMAGES - NEITHER AT&T NOR GTE SHALL BE LIABLE TO THE
OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, OR
SPECIAL DAMAGES SUFFERED BY
<PAGE>
Page 7
SUCH OTHER PARTY (INCLUDING WITHOUT LIMITATION DAMAGES FOR HARM TO
BUSINESS, LOST REVENUES, LOST SAVINGS, OR LOST PROFITS SUFFERED BY SUCH
OTHER PARTIES), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT,
WARRANTY, STRICT LIABILITY, OR TORT, INCLUDING WITHOUT LIMITATION
NEGLIGENCE OF ANY KIND WHETHER ACTIVE OR PASSIVE, AND REGARDLESS OF
WHETHER THE PARTIES KNEW OF THE POSSIBILITY THAT SUCH DAMAGES COULD
RESULT. EACH PARTY HEREBY RELEASES THE OTHER PARTY AND SUCH OTHER PARTY'S
SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS FROM ANY SUCH CLAIM. NOTHING CONTAINED IN THIS
SECTION 9 SHALL LIMIT THE PARTIES' INDEMNIFICATION OBLIGATIONS, AS
SPECIFIED BELOW.
9.4 OBLIGATION TO INDEMNIFY
9.4.1 Each Party shall, and hereby agrees to, defend at the other's request,
indemnify and hold harmless the other Party and each of its officers,
directors, employees and agents (each, an "Indemnitee") against and in
respect of any loss, debt, liability, damage, obligation, claim, demand,
judgment or settlement of any nature or kind, known or unknown,
liquidated or unliquidated, including without limitation all reasonable
costs and expenses incurred (legal, accounting or otherwise)
(collectively, "Damages") arising out of, resulting from or based upon
any pending or threatened claim, action, proceeding or suit by any third
party (a "Claim") (i) based upon injuries or damage to any person or
property or the environment arising out of or in connection with this
Agreement, that are the result of such Indemnifying Party's actions,
breach of Applicable Law, or breach of representations, warranties or
covenants made in this Agreement, or the actions, breach of Applicable
Law or of this Agreement by its officers, directors, employees, agents
and subcontractors, or (ii) for actual or alleged infringement of any
patent, copyright, trademark, service mark, trade name, trade dress,
trade secret or any other intellectual property right, now known or later
developed (referred to as "Intellectual Property Rights") to the extent
that such claim or action arises from the Indemnifying Party's or the
Indemnifying Party's Customer's use of the Local Services, Network
Elements, Combinations, Ancillary Functions or other services provided
under this Agreement.
9.4.2 OBLIGATION TO DEFEND; NOTICE; CO-OPERATION - Whenever a Claim shall arise
for indemnification under this Agreement, the relevant Indemnitee, as
appropriate, shall promptly notify the Indemnifying Party and request the
Indemnifying Party to defend the same. Failure to so notify the
Indemnifying Party shall not relieve the Indemnifying Party of any
liability that the Indemnifying Party might have, except to the extent
that such failure prejudices the Indemnifying Party's ability to defend
such Claim. The
<PAGE>
Page 8
Indemnifying Party shall have the right to defend against such liability
or assertion in which event the Indemnifying Party shall give written
notice to the Indemnitee of acceptance of the defense of such Claim and
the identity of counsel selected by the Indemnifying Party. Except as
set forth below, such notice to the relevant Indemnitee shall give the
Indemnifying Party full authority to defend, adjust, compromise or settle
such Claim with respect to which such notice shall have been given,
except to the extent that any compromise or settlement shall prejudice
the Intellectual Property Rights of the relevant Indemnitees. The
Indemnifying Party shall consult with the relevant Indemnitee prior to
any compromise or settlement that would adversely affect the Intellectual
Property Rights or other rights of any Indemnitee, and the relevant
Indemnitee shall have the right to refuse such compromise or settlement
and, at the refusing Party's or refusing Parties' cost, to take over such
defense, provided that in such event the Indemnifying Party shall not be
responsible for, nor shall it be obligated to indemnify the relevant
Indemnitee against, any cost or liability in excess of such refused
compromise or settlement. With respect to any defense accepted by the
Indemnifying Party, the relevant Indemnitee shall be entitled to
participate with the Indemnifying Party in such defense to the extent the
Claim requests equitable relief or other relief that could affect the
rights of the Indemnitee and also shall be entitled to employ separate
counsel for such defense at such Indemnitee's expense. In the event the
Indemnifying Party does not accept the defense of any indemnified Claim
as provided above, the relevant Indemnitee shall have the right to employ
counsel for such defense at the expense of the Indemnifying Party. Each
Party agrees to cooperate and to cause its employees and agents to
cooperate with the other Party in the defense of any such Claim and the
relevant records of each Party shall be available to the other Party with
respect to any such defense.
10. SERVICE PARITY AND STANDARDS
----------------------------
10.1 Notwithstanding anything in this Agreement to the contrary, GTE shall
meet any service standard imposed by the FCC or by any state regulatory
authority for any telecommunications services provided by GTE to AT&T
under this Agreement.
10.2 GTE shall provide AT&T with Local Services equal in quality to that
provided to GTE retail local exchange services end users. The standards
for service parity are described in Attachment 12.
10.3 GTE and AT&T agree to implement standards to measure the quality of the
Local Services and Unbundled Network Elements supplied by GTE, in
particular with respect to pre-ordering, ordering/provisioning,
maintenance and billing. These quality standards are described in
Attachment 12.
<PAGE>
Page 9
10.4 GTE shall provide AT&T with forty-five (45) days notice of any new or
changed feature, functionality or price pertaining to pre-ordering,
ordering/provisioning, maintenance and billing for Local Services
necessary to ensure that AT&T can provide retail local exchange services
which are at least equal in quality to comparable GTE retail local
exchange services.
11. COOPERATION ON FRAUD MINIMIZATION - The Parties shall cooperate with one
---------------------------------
another to investigate, minimize and take corrective action in cases of
fraud. The Parties' fraud minimization procedures are to be cost
effective and implemented so as not to unreasonably burden or harm one
Party as compared to the other. At a minimum, such cooperation shall
include, when permitted by law or regulation, providing the other Party,
upon reasonable request, information concerning end users who terminate
services to that Party without paying all outstanding charges, when that
Party is notified that such end user seeks service from the other Party.
If required, it shall be the responsibility of the Party seeking the
information to secure the end users permission (in the format required by
law) to obtain the information. Although in most circumstances the end
user's current telephone number may be retained by the end user when
switching local service providers, if an end user has past due charges
associated with the account, for which payment arrangements have not been
made with one Party, the end user's previous telephone number will not be
made available to the other Party until the end user's outstanding
balance has been paid.
12. FORCE MAJEURE
-------------
12.1 Except as otherwise specifically provided in this Agreement, neither
Party shall be liable for any delay or failure in performance of any part
of this Agreement caused by any condition beyond the reasonable control
of the Party claiming excusable delay or other failure to perform,
including acts of the United States of America or any state, territory or
political subdivision thereof, acts of God or a public enemy, fires,
floods, freight embargoes, earthquakes, volcanic actions, wars, or civil
disturbances ("Force Majeure" condition). If any Force Majeure condition
occurs, the Party whose performance fails or is delayed because of such
Force Majeure condition shall give prompt notice to the other Party, and
upon cessation of such Force Majeure condition, shall give like notice
and commence performance hereunder as promptly as reasonably practicable,
including implementation of disaster recovery plans.
12.2 Notwithstanding subsection 1, preceding, no delay or other failure to
perform shall be excused pursuant to this Section:
(i) by the acts or omission of a Party's subcontractors, material
men, suppliers or other third persons providing products or
services to such
<PAGE>
Page 10
Party unless such acts or omissions are themselves the product of a
Force Majeure condition, and
(ii) unless such delay or failure and the consequences thereof are
beyond the reasonable control and without the fault or negligence of
the Party claiming excusable delay or other failure to perform.
13. CERTAIN STATE AND LOCAL TAXES
-----------------------------
Any state or local excise, sales, or use taxes (excluding any taxes
levied on income) resulting from the performance of this Agreement shall
be borne by the Party upon which the obligation for payment is imposed
under applicable law, even if the obligation to collect and remit such
taxes is placed upon the other Party. The collecting Party shall charge
and collect from the obligated Party, and the obligated Party agrees to
pay to the collecting Party, all applicable taxes, except to the extent
that the obligated Party notifies the collecting Party and provides to
the collecting Party appropriate documentation that qualifies the
obligated Party for a full or partial exemption. Any such taxes shall be
shown as separate items on applicable billing documents between the
Parties. The obligated Party may contest the same in good faith, at its
own expense, and shall be entitled to the benefit of any refund or
recovery, provided that such Party shall not permit any lien to exist on
any asset of the other Party by reason of the contest. The collecting
Party shall cooperate in any such contest by the other Party, provided
that the contesting Party shall pay the reasonable expenses of the
collecting Party for any such cooperative activities.
14. ALTERNATIVE DISPUTE RESOLUTION
------------------------------
All Disputes arising under or related to this Agreement or the breach
hereof shall be resolved according to the procedures set forth in
Attachment 1. In no event shall the Parties permit the pendency of a
Dispute to disrupt service to any customer of any Party contemplated by
this Agreement. The foregoing notwithstanding, neither this Section 14
nor Attachment 1 shall be construed to prevent either Party from seeking
and obtaining temporary equitable remedies, including temporary
restraining orders.
15. NOTICES
-------
Any notices or other communications required or permitted to be given or
delivered under this Agreement shall be in hard-copy writing (unless
otherwise specifically provided herein) and shall be sufficiently given
if delivered personally or delivered by prepaid overnight express service
or certified mail, return receipt requested or by facsimile (followed by
a hard copy delivered by U.S. Mail or another method specified herein) to
the
<PAGE>
Page 11
following (unless otherwise specifically required by this Agreement to be
delivered to another representative or point of contact):
If to AT&T:
Lois Hedg-peth
Vice President, AT&T
795 Folsom Street
San Francisco, CA 94107
Facsimile Number: 415-442-5422
and
Randy Deutsch
Law and Government Affairs-Vice President
Room 690
795 Folsom Street
San Francisco, CA 94107
Facsimile Number: 415-442-5505
and
R. Reed Harrison
Vice President, AT&T
Room 4ED103
One Oak Way
Berkeley Heights, NJ 07922
Facsimile Number: 908-771-2219
If to GTE:
Jenny M. Wong
Regional Directory-Regulatory Planning & Industry Affairs
1 GTE Place CA500GF
Thousand Oaks, CA 91362
Facsimile Number: 805-372-7361
and
Thomas R. Parker
Assistant Vice President-Associate General Counsel
HQEO3J43
600 Hidden Ridge
Irving, Texas 75038
Facsimile Number: 972-718-1250
<PAGE>
Page 12
Either Party may unilaterally change its designated representative and/or
address for the receipt of notices by giving seven (7) days' prior
written notice to the other Party in compliance with this Section. Any
notice or other communication shall be deemed given when received.
16. CONFIDENTIALITY AND PROPRIETARY INFORMATION
-------------------------------------------
16.1 For the purposes of this Agreement, "Confidential Information" means
confidential or proprietary technical or business information, in written
or tangible form, given by the Discloser to the Recipient that is
stamped, labeled, or otherwise designated as "Proprietary" or
"Confidential" or that contains other words or symbols clearly indicating
that the information is intended to be secure from public disclosure.
"Confidential Information" also includes information that is
intentionally provided or disclosed orally or visually if it is
identified as proprietary or confidential when provided or disclosed and
is summarized in a writing so marked and delivered within ten (10) days
following such disclosure. "Confidential Information" also includes
information that is observed or learned by one Party while it is on the
premises (including leased collocation space) of the other Party.
Notwithstanding the foregoing, all orders for Local Services, Network
Elements or Combinations placed by AT&T pursuant to this Agreement, and
information that would constitute Customer Proprietary Network
Information of AT&T customers pursuant to the Act and the rules and
regulations of the FCC and Recorded Usage Data as described in Attachment
7, whether disclosed by AT&T to GTE or otherwise acquired by GTE in the
course of the performance of this Agreement, shall be deemed Confidential
Information of AT&T for all purposes under this Agreement whether or not
specifically marked or designated as confidential or proprietary.
16.2 For the period set forth in Section 16.6, except as otherwise specified
in this Agreement, the Recipient agrees (a) to use Confidential
Information only for the purpose of performing under this Agreement, (b)
to hold it in confidence and disclose it to no one other than its
employees or agents or consultants having a need to know for the purpose
of performing under this Agreement, and (c) to safeguard it from
unauthorized use or disclosure with at least the same degree of care with
which the Recipient safeguards its own confidential information. Any
agent or consultant must have executed a written agreement of non-
disclosure and non-use comparable in scope to the terms of this Section
16 which agreement shall be enforceable by the Discloser.
16.3 The Recipient may make copies of Confidential Information only as
reasonably necessary to perform its obligations under this Agreement. All
such copies shall be subject to the same restrictions and protections as
the original and shall bear the same copyright and proprietary rights
notices as are contained on the original.
<PAGE>
Page 13
16.4 The Recipient agrees to return to the Discloser all Confidential
Information received in tangible form from the Discloser, including any
copies made by the Recipient, within thirty (30) days after a written
request is delivered to the Recipient, or to destroy or erase all such
Confidential Information and certify as to such event, except for
Confidential Information that the Recipient reasonably requires to
perform its obligations under this Agreement or as otherwise required by
applicable law. If either Party loses or makes an unauthorized
disclosure of the other Party's Confidential Information, it shall notify
such other Party immediately and use reasonable efforts to retrieve the
lost or wrongfully disclosed information.
16.5 The Recipient shall have no obligation to safeguard Confidential
Information: (a) which was in the possession of the Recipient free of
restriction on use or disclosure prior to its receipt from the Discloser;
(b) after it becomes publicly known or available through no breach of
this Agreement or other restriction on use or disclosure by the
Recipient; (c) after it is rightfully acquired by the Recipient free of
restrictions on its use or disclosure; or (d) after it is independently
developed by personnel of the Recipient to whom the Discloser's
Confidential Information had not been previously disclosed. In addition,
either Party shall have the right to disclose Confidential Information to
any mediator, arbitrator, state or federal regulatory body, the
Department of Justice or any court in the conduct of any mediation,
arbitration or approval of this Agreement subject to the requirements
concerning notice and other measures specified in the last sentence of
this Subsection. Additionally, the Recipient may disclose Confidential
Information if so required by law, a court of competent jurisdiction, or
governmental or administrative agency, so long as the Discloser has been
notified of the requirement promptly after the Recipient becomes aware of
the requirement, but prior to such disclosure and so long as the
Recipient undertakes all lawful measures to avoid disclosing such
information until Discloser has had reasonable time to seek a protective
order and Discloser complies with any protective order that covers the
Confidential Information to be disclosed.
16.6 Each Party's obligations with respect to Confidential Information
disclosed prior to expiration or termination of this Agreement shall
expire, as to each disclosure, three (3) years from the date of receipt
of the disclosure, regardless of any termination of this Agreement prior
to such expiration date; provided that the duties with respect to
Confidential Information that is software, and interfaces (including
protocols) shall continue for fifteen (15) years.
16.7 Except as otherwise expressly provided elsewhere in this Agreement, no
license is hereby granted under any patent, trademark, copyright or other
Intellectual Property Right, nor is any such license implied, solely by
virtue of the disclosure of any Confidential Information.
<PAGE>
Page 14
16.8 Each Party agrees that the Discloser would be irreparably injured by a
breach of this Agreement by the Recipient or its representatives and that
the Discloser shall be entitled to seek equitable relief, including
injunctive relief and specific performance, in the event of any breach of
the provisions of this Section 16. Such remedies shall not be deemed to
be the exclusive remedies for a breach of this Section 16, but shall be in
addition to all other remedies available at law or in equity.
17. BRANDING
--------
Services offered by AT&T that incorporate Network Elements or Combinations
made available to AT&T pursuant to this Agreement, and Local Services that
AT&T offers for resale shall, at AT&T's sole discretion when GTE is
responsible for the customer contact, be branded exclusively as AT&T
services. Except as otherwise provided in this Agreement or specified in a
separate writing by AT&T, AT&T shall provide the exclusive interface to
AT&T Customers in connection with the marketing or offering of AT&T
services. When a GTE representative goes to a customer premise on behalf
of AT&T, in the event the representative has contact with the customer,
the representative will indicate to the customer that he or she works for
GTE but is at the customer premise on behalf of AT&T regarding AT&T
service. If the customer is not at the premise at the time that the
technical representative is at the premise, GTE agrees to deliver only
generic material or documents to the customer, and the representative will
write AT&T's name on the document or material left for the customer. GTE
personnel acting on behalf of AT&T will not discuss, provide, or leave
information or material relative to GTE's services and products. Except as
otherwise provided in this Agreement, in those instances where GTE
personnel are required pursuant to this Agreement to interface directly
with AT&T Customers, either orally in person or by telephone, or in
writing, such personnel shall not identify themselves as representing GTE.
All forms or other business materials furnished by GTE to AT&T Customers
in the performance of its obligations under this Agreement shall bear no
corporate name, logo, trademark or trade name other than AT&T's. In no
event shall GTE personnel, when acting on behalf of AT&T pursuant to this
Agreement, provide information to AT&T customers about GTE products or
services.
18. DIRECTORY LISTINGS AND DIRECTORY DISTRIBUTION
---------------------------------------------
GTE shall offer the following to AT&T:
18.1 DIRECTORY LISTINGS (WHITE PAGES) - AT&T's end users' primary listings
shall be included in the appropriate GTE white pages directory at no
charge to AT&T or AT&T's end users. Where an AT&T Customer has two numbers
for a line due to the implementation of interim Local Number Portability,
the
<PAGE>
Page 15
second number shall be considered part of the White pages basic listing.
Other listings that are made available to GTE customers (e.g. additional
---
listings, non-published status, foreign listings, etc.,) will be made
available to AT&T Customers on the same rates, terms and conditions.
18.2 DIRECTORY LISTINGS (YELLOW PAGES) - AT&T's business end users' listing
also will receive a single standard listing in all appropriate GTE
"yellow pages" or classified directories under the classified heading
that most accurately reflects the nature of the end user's business at no
charge to AT&T or AT&T's business end users for this listing. GTE will
supply AT&T with a list of authorized classified headings. AT&T agrees
to supply GTE, on a regularly scheduled basis and in the format mutually
agreed between AT&T and GTE, with a classified heading assignment for
each AT&T end user who wishes to receive this listing. GTE shall provide
monthly schedules (for a rolling twelve (12) month period) for Yellow
Pages publications in the State.
18.3 LISTING INFORMATION - AT&T agrees to supply GTE, on a regularly scheduled
basis and in the format mutually agreed between AT&T and GTE, all listing
information for AT&T end users who wish to be listed in the white pages
of the GTE published directory for that subscriber area. Listing
information will consist of names, addresses (including city and ZIP
code) and telephone numbers. GTE shall employ the listing information
for the production of GTE-published white and yellow page directories.
Listing inclusion in a given directory will be in accordance with
directory configuration, scope and schedules established by GTE which are
applicable to all GTE entities. GTE shall obtain AT&T's prior written
approval for the use of AT&T customers' listings for any other purpose.
18.4 DIRECTORY DISTRIBUTION - Directories will be provided to AT&T's end users
on the same basis as GTE's end users. More specifically, GTE will not
charge AT&T or AT&T's end users for annual or secondary distribution of
directories. Timing of such delivery and the determination of which
Telephone Directories shall be delivered (by customer address, NPA/NXX or
other criteria), and the number of Telephone Directories to be provided
per customer, shall be provided under the same terms that GTE delivers
Telephone Directories to its own local service customers. AT&T will
supply GTE in a timely manner with all required subscriber mailing
information, including non-listed and non-published subscriber mailing
information, to enable GTE to perform its distribution responsibilities.
18.5 CRITICAL CUSTOMER CONTACT INFORMATION - GTE will list in the information
pages of the appropriate white pages directories AT&T's critical customer
contact numbers (i.e., business office, repair service, billing) at no
charge to AT&T. GTE shall list Competitive Local Exchange Carrier
critical customer contact information on an alphabetical basis.
<PAGE>
Page 16
18.6 GTE shall include, in the customer information section of each
Telephone Directory, up to four full pages of consolidated space for
the inclusion of information about AT&T services, including addresses
and telephone numbers for AT&T Customer service. The form and content
of such customer information shall be provided by AT&T to GTE and shall
be subject to GTE review and approval, which approval shall not be
unreasonably withheld. AT&T agrees to pay a rate per page equal to that
paid by GTE for space in this section.
18.7 GTE shall, at no charge to AT&T, make available recycling services for
Telephone Directories to AT&T Customers under the same terms and
conditions that GTE makes such services available to its own local
service customers.
18.8 Notwithstanding anything to the contrary contained herein, GTE may
terminate this Section 18 as to a specific GTE exchange in the event
that GTE sells or otherwise transfers the exchange to an entity other
than a GTE Affiliate. GTE shall provide AT&T with at least ninety (90)
days' prior written notice of such termination, which shall be
effective on the date specified in the notice. Notwithstanding
termination as to a specific exchange, this Section 18 shall remain in
full force and effect in the remaining exchanges.
18.9 Notwithstanding the termination of this Section 18, the Parties'
obligations with respect to any directories whose annual publication
cycle has begun prior to the effective date of termination shall
survive such termination. For example, if a Party terminates this
Section 18 effective as of June 30, 1997, the Parties' survival
obligations shall apply as follows:
Exchange Beginning of Expiration of Obligations
Publication Cycle
1 January 1, 1997 December 31, 1997
2 June 1, 1997 May 31, 1998
3 August 1, 1997 June 30, 1997
A publication cycle begins the day following the listing activity close
date for the current year's publication.
18.10 Directory Listing criteria shall be specified by GTE. GTE shall provide
any changes to its Directory Listing Criteria thirty (30) days in
advance of such changes becoming effective. The Directory Listing
criteria shall include:
18.10.1 Classified heading information;
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Page 17
18.10.2 Rules for White Pages and Yellow Pages listings (e.g., eligibility for
free Yellow Pages listing, space restrictions, unlisted and
unpublished listings, abbreviated listings, foreign listings, and
heading requirements);
18.10.3 Identification of Enhanced White Pages and Enhanced Yellow Pages
listings available;
18.10.4 Publication schedules for White Pages and Yellow Pages;
18,10.5 Identification of which Telephone Directories are provided to which
customers by customer address, NPA/NXX or other criteria;
18.10.6 Telephone Directory delivery schedules;
18.10.7 Restrictions, if any, on number of Telephone Directories provided at
no charge to customer;
18.10,8 Processes and terms and conditions for obtaining foreign Telephone
Directories from GTE; and
18.10.9 Geographic coverage areas of each Telephone (by municipality and
NPA/NXX).
19. DIRECTORY ASSISTANCE LISTING INFORMATION
----------------------------------------
19.1 GTE shall include in its directory assistance database all directory
assistance listing information, which consists of name and address
"(DA Listing Information") for all AT&T Customers, including those
with nonpublished and unlisted numbers, at no charge to AT&T.
GTE shall provide to AT&T, at AT&T's request, for purposes of AT&T
providing AT&T-branded directory assistance services to its local
customers, within thirty (30) days after the Effective Date, all
published DA Listing Information via magnetic tape delivered within
twenty-four (24) hours of preparation, at a rate equal to the cost of
the tape itself and the cost of preparing and sending the magnetic
tape. Changes to the DA Listing Information shall be updated on a
daily basis through the same means used to transmit the initial list.
DA Listing Information provided shall indicate whether the customer is
a residence or business customer.
19.2 Neither Party will release DA Listing Information ("DALI") that
includes the other Party's end user information to third parties
without the other Party's approval. The other Party shall inform the
releasing Party if it desires to have the releasing Party provide the
other Party's DALI to the third party, in which case, the releasing
Party shall provide the other Party's DALI at the same time as the
releasing Party provides the releasing Party's DALI to the third
<PAGE>
Page 18
party. The rate to be paid by the releasing Party to the other Party
for such sales shall be negotiated on a case-by-case basis.
20. BUSY LINE VERIFICATION AND BUSY LINE VERIFICATION INTERRUPT
-----------------------------------------------------------
20.1 Busy Line Verification ("BLV") is performed when one Party's Customer
requests assistance from the operator bureau to determine if the
called line is in use, however, the operator bureau will not complete
the call for the Customer initiating the BLV inquiry. Only one BLV
attempt will be made per Customer operator bureau call.
20.2 Busy Line Verification Interrupt ("BLVI") is performed when one
Party's operator bureau interrupts a telephone call in progress after
BLV has occurred. The operator bureau will interrupt the busy line and
inform the called party that there is a call waiting. The operator
bureau will only interrupt the call and will not complete the
telephone call of the Customer initiating the BLVI request. The
operator bureau will make only one BLVI attempt per Customer operator
telephone call and the applicable charge applies whether or not the
called party releases the line.
20.3 Each Party shall establish procedures whereby its operator assistance
bureau will coordinate with the operator assistance bureau of the
other Party to provide BLV and BLVI services on calls between their
respective end users. Each Party shall route BLV and BLVI inquiries
over separate inward operator services trunks. Each Party's operator
assistance bureau will only verify and/or interrupt the call and will
not complete the call of the end user initiating the BLV or BLVI. Each
Party shall charge the other for the BLV and BLVI services at the
rates set forth in Attachment 14.
21. NUMBER ASSIGNMENT
-----------------
21.1 GTE shall allocate Central Office Codes, i.e. NXXs, in a neutral
manner at parity with itself in those LATAs where GTE is the number
administrator. GTE shall not charge a fee for the allocation of NXXs
to AT&T for any costs including, but not limited to, programming
expenses incurred by GTE in its role as number administrator.
21.2 GTE shall process all AT&T NXX requests in a timely manner as per the
ICCF Code Assignment Guidelines and will provide numbers in any
NPA/NXX associated with a terminating line within the boundaries of an
LSO, in those LATAs where GTE is the number administrator.
21.3 GTE, during the interim period, will maintain its current process of
notifying public utility commissions and state regulatory bodies of
plans for NPA splits and code relief.
<PAGE>
Page 19
21.4 GTE shall treat as confidential, and solely for use in its role as
Code Administrator and for no other purpose, any and all information
received from AT&T regarding NPA/NXX forecasts. This information shall
be used only for the purposes of code administration, e.g. NPA code
relief studies.
21.5 GTE shall participate in the transition of its code administration
responsibilities to a neutral third party and will notify AT&T if
there are not sufficient numbers to meet the forecasted requirements
of AT&T.
21.6 GTE shall provide AT&T with a file, or files, containing a street
address/LSO cross reference indicating which LSO serves the cross
referenced street address.
22. MISCELLANEOUS
-------------
22.1 DELEGATION OR ASSIGNMENT - Any assignment by either Party of any
right, obligation, or duty, in whole or in part, or of any interest,
without the written consent of the other Party shall be void, except
that either Party may assign all of its rights, and delegate its
obligations, liabilities and duties under this Agreement, either in
whole or in part, to any entity that is, or that was, an Affiliate of
that Party without consent, but with written notification, provided
that in the case of AT&T, such Affiliate is a telecommunications
carrier. The effectiveness of an assignment shall be conditioned upon
the assignee's assumption of the rights, obligations, and duties of
the assigning Party.
22.2 SUBCONTRACTING - GTE may subcontract the performance of any obligation
under this Agreement without the prior written consent of AT&T,
provided that GTE shall remain fully responsible for the performance
of this Agreement in accordance with its terms, including any
obligations it performs through subcontractors, and GTE shall be
solely responsible for payments due its subcontractors. No contract,
subcontract or other Agreement entered into by either Party with any
third party in connection with the provision of Local Services or
Network Elements hereunder shall provide for any indemnity, guarantee
or assumption of liability by, or other obligation of, the other Party
to this Agreement with respect to such arrangement, except as
consented to in writing by the other Party. No subcontractor shall be
deemed a third party beneficiary for any purposes under this
Agreement.
22.3 AUTHORITY - Each Party represents that the person whose signature
appears on this Agreement on behalf of such Party has authority to
bind such Party.
22.4 BINDING EFFECT - This Agreement shall be binding on and inure to the
benefit of the respective successors and permitted assigns of the
Parties.
22.5 NONEXCLUSIVE REMEDIES - Except as otherwise expressly provided in this
Agreement, each of the remedies provided under this Agreement is
<PAGE>
Page 20
cumulative and is in addition to any remedies that may be available at
law or in equity.
22.6 NO THIRD-PARTY BENEFICIARIES - Except as specifically set forth in
Section 9.4 and 9.5, this Agreement does not provide and shall not be
construed to provide third parties with any remedy, claim, liability,
reimbursement, cause of action, or other privilege.
22.7 REFERENCED DOCUMENTS - Whenever any provision of this Agreement refers
to a technical reference, technical publication, AT&T Practice, GTE
Practice, any publication of telecommunications industry
administrative or technical standards, or any other document expressly
incorporated into this Agreement, it will be deemed to be a reference
to the most recent version or edition (including any amendments,
supplements, addenda, or successors) of such document that is in
effect at the time of the execution of this Agreement, and will
include the most recent version or edition (including any amendments,
supplements, addenda, or successors) of each document incorporated by
reference in such a technical reference, technical publication, AT&T
Practice, GTE Practice, or publication of industry standards.
22.8. REGULATORY AGENCY CONTROL - This Agreement shall at all times be
subject to changes, modifications, orders, and rulings by the FCC
and/or the applicable state utility regulatory commission to the
extent the substance of this Agreement is or becomes subject to the
jurisdiction of such agency. "Business Day" shall mean Monday through
Friday, except for holidays on which the U.S. Mail is not delivered.
22.9 GOVERNING LAW - The validity of this Agreement, the construction and
enforcement of its terms, and the interpretation of the rights and
duties of the Parties shall be governed by the laws of the State and
shall be subject to the exclusive jurisdiction of the courts therein,
except insofar as federal law may control any aspect of this
Agreement, in which case federal law shall govern such aspect. The
Parties submit to personal jurisdiction in the State, and waive any
and all objections to the State's venue.
22.10 PUBLICITY AND ADVERTISING - Any news release, public announcement,
advertising, or any form of publicity pertaining to this Agreement, or
the provision of Local Services, Unbundled Network Elements, Ancillary
Functions or Interconnection Services pursuant to it, or association
of the Parties with respect to provision of the services described in
this Agreement shall be subject to prior written approval of both GTE
and AT&T. Neither Party shall publish or use any advertising, sales
promotions or other publicity materials that use the other Party's
logo, trademarks or service marks without the prior written approval
of the other Party.
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22.11 AMENDMENTS OR WAIVERS - Except as otherwise provided in this
Agreement, no amendment or waiver of any provision of this Agreement,
and no consent to any default under this Agreement, shall be effective
unless the same is in writing and signed by an officer of the Party
against whom such amendment, waiver or consent is claimed. In
addition, no course of dealing or failure of a Party strictly to
enforce any term, right or condition of this Agreement shall be
construed as a waiver of such term, right or condition. By entering
into this Agreement, neither Party waives any right granted to it
pursuant to the Act.
22.12 SEVERABILITY - If any term, condition or provision of this Agreement
is held by a governmental body of competent jurisdiction be invalid or
unenforceable for any reason, such invalidity or unenforceability
shall not invalidate the entire Agreement. The Agreement shall be
construed as if it did not contain the invalid or unenforceable
provision or provisions, and the rights and obligations of each Party
shall be construed and enforced accordingly; provided, however, that
if such invalid or unenforceable term, condition or provision is
material to this Agreement, either Party may require that such term,
condition or provision be renegotiated in accordance with Section 8.3.
22.13 ENTIRE AGREEMENT - This Agreement, which shall include the
Attachments, Appendices and other documents referenced herein,
constitutes the entire Agreement between the Parties concerning the
subject matter hereof and supersedes any prior agreements,
representations, statements, negotiations, understandings, proposals
or undertakings, oral or written, with respect to the subject matter
expressly set forth herein.
22.14 SURVIVAL OF OBLIGATIONS - Any liabilities or obligations of a Party
for acts or omissions prior to the cancellation or termination of this
Agreement: any obligation of a Party under the provisions regarding
indemnification, Confidential Information, limitations on liability,
and any other provisions of this Agreement which, by their terms, are
contemplated to survive (or to be performed after) termination of this
Agreement, shall survive cancellation or termination thereof.
22.15 EXECUTED IN COUNTERPARTS - This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original; but
such counterparts shall together constitute one and the same
instrument.
22.16 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.
22.17 TRADEMARKS AND TRADE NAMES - Except as specifically set out in this
Agreement, nothing in this Agreement shall grant, suggest, or imply
any right,
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license or authority for one Party to use the name, trademarks,
service marks, or trade names of the other Party for any purpose
whatsoever.
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PART I LOCAL SERVICES RESALE
----------------------------
23. TELECOMMUNICATIONS SERVICES PROVIDED FOR RESALE
-----------------------------------------------
At the request of AT&T, and pursuant to the requirements of the Act,
GTE will make available to AT&T for resale any Telecommunications
Service that GTE currently offers, or may offer hereafter on a retail
basis to subscribers that are not telecommunications carriers. GTE
shall also provide the service support functions required in order to
provision the Telecommunications Services as set forth in this Part 1.
Such Telecommunications Services and service support functions
provided by GTE pursuant to this Agreement are collectively referred
to as "Local Services." For purposes of this Agreement, GTE is not
required to provide Universal Lifeline type services for resale. In
addition, for purposes of this Agreement, the following are Local
Services that GTE is required to provide to AT&T for resale at the
retail rates: (i) Public Policy Pay Telephones, (ii) Semi-Public Pay
Telephones, and (iii) Special Access lines for AT&T's own use.
24. GENERAL TERMS AND CONDITIONS FOR RESALE
---------------------------------------
24.1 ORDERING
24.1.1 Orders for resale of Local Services will be placed utilizing a
standard Local Service Request ("LSR") form. A complete and accurate
LSR must be provided by AT&T before a request can be processed;
provided, however, that immaterial deviations or omissions in the LSR
will not prevent an order from being processed.
24.1.2 A Letter of Authorization ("LOA") will be required before Local
Services will be provided for resale to a subscriber that currently
receives local exchange service from GTE or from a local service
provider other that AT&T. Such LOA may be a blanket letter of
authorization (Blanket LOA) or such other form as agreed upon by AT&T
and GTE, provided that AT&T complies with the requirements for a
signed LOA from a residential end user as specified in Section 24.1.3
when requesting information from GTE residential end user accounts.
Except as provided in Section 24.1.3, when a Blanket LOA has been
provided by AT&T, GTE shall not require an additional disconnect
order, LOA or other writing from a customer, or another LEC, in order
to process an order for Local Service. Subject to Section 11, each
Party will provide the capability for customers to retain their
current phone number in the event that they change local service
providers, allowing them to retain all existing features and
functionalities to the extent technically feasible.
24.1.3 With respect to the provision of access to, and/or the transfer of, a
customer's service record, the Parties agree that (i) neither Party
shall require a separate signed LOA or other writing from a business
customer, or another LEC, in
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order to provide access to or transfer the business customer's service
record, or to permit it a Party to submit an LSR that provides for the
transfer of the service features and functionalities of that business
customer for the specified account "as is" to the other Party, and
(ii) in accordance with Public Utilities Code (S)2891, each Party
shall require an individual, signed LOA for the purpose of providing
access to, or the transfer of, a residential customer's service record
or the honoring of an LSR that provides for the transfer of the
service features and functionalities of that residential account "as
is" to the other Party. The Parties agree that this requirement for an
individual, signed LOA for residential customers may be replaced by
the authorization procedures or requirements specified in a subsequent
final and effective FCC rule or court order. For purposes of this
Section 24, an "as is transfer" is the transfer of all the
telecommunications services and features available for resale that are
currently being provided for the specified account without the
requirement of a specific enumeration of the services and features on
the LSR.
24.1.4 GTE shall include an AT&T Customer's listing in its Directory
Assistance database as part of the Local Service Request ("LSR")
process. GTE will honor AT&T Customer's preferences for listing
status, including non-published and unlisted, as noted on the LSR and
will enter the listing in the GTE database which is used to perform
Directory Assistance functions as it appears on the LSR.
24.2 PRICING
The prices to be charged to AT&T for Local Services under this
Agreement are set forth in Part V of this Agreement.
24.3 RESTRICTIONS ON RESALE
To the extent consistent with the applicable rules and regulations of
the FCC and the Commission, AT&T may resell all GTE Local Services as
defined in GTE's tariffs. Other than the restrictions specifically
identified in this Agreement, GTE will not impose unreasonable or
discriminatory conditions or limitations on the resale of Local
Services. The following restrictions shall apply to the resale of
Local Services by AT&T: (i) AT&T shall not resell residence Local
Services to non-residence customers; (ii) AT&T may resell GTE
promotions of less than 90 days duration, but shall not be entitled to
the wholesale discount set forth in Attachment 14, Section 1; and
(iii) AT&T shall only sell "grandfathered" Local Services to those
end-user customers who had previously ordered them from GTE and only
at the same service location, and otherwise on the same terms and
conditions that GTE provides such services to its own customers.
24.4 DIALING AND SERVICE PARITY; NUMBER PORTABILITY
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24.4.1 GTE will provide the same dialing parity to AT&T Customers as
similarly-situated GTE customers, such that, for all call types: (i)
an AT&T Customer is not required to dial any greater number of digits
than a similarly-situated GTE customer; (ii) except for the loss of
features that may be occasioned by the use of remote call forwarding
or other number portability technologies, the AT&T Customer may retain
its local telephone number with no loss of features and
functionalities; and (iii) the post-dial delay (time elapsed between
the last digit dialed and the first network response), call completion
rate and transmission quality experienced by an AT&T Customer are
equal in quality to that experienced by a similarly-situated GTE
customer.
24.4.2 GTE will provide service levels for Local Services for resale that are
equal to service levels for similarly-situated GTE customers, such
that there is no loss of features or functionalities including, but
not limited to: same dial tone and ringing; same capability for either
dial pulse or touch tone recognition; flat and measured services;
speech recognition as available; same extended local free calling
area; 1 + IntraLATA toll calling; InterLATA toll calling and
international calling; 500, 700, 800, 900, 976 and Dial Around (10xxx)
Services: restricted collect and third number billing; all available
speeds of analog and digital private lines; off-premise extensions;
CENTRANET and ISDN.
24.5 CHANGES IN RETAIL SERVICE
GTE will notify AT&T of proposed new retail services or modifications
to existing retail services forty-five (45) days prior to the expected
date of regulatory approval of the new or modified services. If new
services or modifications are introduced with less than forty-five
(45) days notice to the regulatory authority, GTE will notify AT&T at
the same time it determines to introduce the new or modified service.
With respect to changes in prices for existing retail services or
related resale rates, GTE will notify AT&T at the same time as GTE
begins internal implementation efforts (i.e., at least at the time
that GTE's Product Management Committee is notified of the proposed
change) or obtains internal approval to make the price change,
whichever is sooner.
25. REQUIREMENTS FOR SPECIFIC SERVICES
----------------------------------
25.1 CLASS/LASS AND CUSTOM FEATURES REQUIREMENTS
GTE shall provide to AT&T a list of CLASS/LASS and Custom features and
functions within ten (10) business days of the Effective Date and
shall provide updates to such list when new features and functions
become available. GTE shall provide to AT&T a list of all services,
features, and products including a definition of the service (by
specific reference to appropriate tariff sections)
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and how such services interact with each other. GTE shall provide
features and services by street address guide and by switch.
25.2 INTERCEPT AND TRANSFER SERVICE
GTE shall provide intercept and transfer service to AT&T for AT&T
Customers on the same basis as such service is available to similarly-
situated GTE customers. To that end, when an end-user customer
transfers service from GTE to AT&T, or from AT&T to GTE, and does not
retain its original telephone number, the Party formerly providing
service to the end user will provide, upon request, a referral
announcement on the original telephone number. The announcement will
provide the new number of the customer.
25.3 E911/911 SERVICES
GTE shall provide to AT&T, for AT&T Customers, E911/911 call routing
to the appropriate PSAP. GTE shall provide and validate AT&T Customer
information to the PSAP. GTE shall use its service order process to
update and maintain, on the same schedule that it uses for its end
users, the AT&T Customer service information in the ALI/DMS (Automatic
Location Identification/ Database Management System) used to support
E911/911 services, pursuant to National Emergency Number Agency (NENA)
standards.
25.4 TELEPHONE RELAY SERVICE
Where GTE provides to speech and hearing-impaired callers a service
that enables callers to type a message into a telephone set equipped
with a keypad and message screen and to have a live operator read the
message to a recipient and to type message recipient's response to the
speech or hearing-impaired caller ("Telephone Relay Service"), GTE
shall make such service available to AT&T at no additional charge, for
use by AT&T Customers who are speech or hearing-impaired. Information
concerning qualification for Telephone Relay Service will be made
available on the Customer Service Record (CSR).
25.5 VOICE MAIL RELATED SERVICES
GTE shall provide the following features capability for voice mail
services: the Message Waiting Indicator; and the Call Forward on
Busy/Don't Answer feature.
26. ADVANCED INTELLIGENT NETWORK
26.1 AT&T may purchase for resale any Telecommunications Service offered at
retail to customers who are not Telecommunications Carriers that uses
GTE's AIN platform ("AIN Services"). In addition, if AT&T purchases
GTE switching as a Network Element under this Agreement, AT&T may
request GTE to
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provision the specific switch and the related AIN SCP in a manner to
permit AT&T to purchase for resale at the applicable discount the retail
AIN Services that GTE offers to its end user customers from the same
switch. If AT&T uses its own switch to provide services to its local
customers, AT&T may purchase for resale at the applicable discount the
retail AIN Services that GTE offers its end user customers by
provisioning the AT&T switch to access GTE's AIN SCPs.
27. ROUTING TO DIRECTORY ASSISTANCE, OPERATOR AND REPAIR SERVICES
27.1 Where AT&T purchases either Local Switching as an Unbundled Element or
Local Services for resale, GTE will provide the functionality and
features required to modify the AT&T Customer's line at GTE's local
switch or Access Tandem to route all calls to the AT&T Network for
Directory Assistance and the AT&T Platform for Operator and Repair
Services. AT&T will pay in accordance with Section 41 in Part V of this
Agreement for necessary modifications.
27.2 DIRECTORY ASSISTANCE
GTE shall route local Directory Assistance calls, including 411 or the
equivalent lntraLATA dialing method and (NPA) 555-1212, dialed by AT&T
Customers directly to the AT&T Network. AT&T will pay in accordance with
Section 41 in Part V of this Agreement for such customized routing.
27.3 OPERATOR SERVICES
GTE shall route local Operator Services calls (0+, 0-) dialed by AT&T
Customers directly to the AT&T Local Operator Services platform. Such
traffic shall be routed over trunk groups specified by AT&T which connect
GTE end offices and the AT&T Local Operator Services platform, using
standard Operator Services dialing protocols of 0+ or 0-. AT&T shall pay
for such trunk groups and all other costs associated with such customized
routing pursuant to Section 41 of Part V. To the extent technically
feasible, GTE will provide post-dial delay that is no greater than that
experienced by GTE enduser customers.
27.4 REPAIR CALLS
GTE shall route repair calls dialed by AT&T Customers directly to the
AT&T repair center. AT&T shall pay all costs of such customized routing
pursuant to Section 41 of Part V.
27.5 NON-DISCRIMINATORY TREATMENT
All direct routing capabilities described herein shall permit AT&T
Customers to dial the same numbers for AT&T Directory Assistance, and
Local Operator
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and the same number of digits for Repair Services that similarly-situated
GTE customers dial for reaching equivalent GTE services. AT&T and GTE
will use 800/888 numbers where necessary to achieve this result.
27.6 EMERGENCY CALLS
GTE shall provide to AT&T the emergency public agency (e.g., police,
fire, ambulance) telephone numbers linked to each NPA-NXX. Such data will
be transmitted in a mutually agreeable format. GTE will transmit to AT&T,
in a timely manner, all changes, alterations, modifications and updates
to such data.
27.7 OPTIONAL ROUTING
27.7.1 Operator Services: AT&T may request GTE to route AT&T Customers to GTE
Operator Services. In this case, the requirements for GTE-provided
Operator Services as part of the Total Services Resale service shall be
those requirements specified in Attachment 2.
27.7.2 Directory Assistance: AT&T may request GTE to route AT&T Customers to
GTE's Directory Assistance. In this case, the requirements for GTE-
provided Directory Assistance Services as part of the Total Services
Resale service shall be those requirements specified in Attachment 2.
27.8 LINE INFORMATION DATABASE UPDATES
GTE shall update and maintain AT&T Customer information in the GTE Line
Information Database ("LIDB") in the same manner and on the same schedule
that it maintains information in LIDB for GTE customers.
27.9 TELEPHONE LINE NUMBER CALLING CARDS
Upon request by an AT&T Customer or by AT&T on behalf of an AT&T
Customer, and effective as of the date of an end user's subscription to
AT&T service (or such later date as such request is received), GTE will
remove any GTE-assigned telephone line calling card number (including
area code) ("TLN") from GTE's LIDB. AT&T may issue a new telephone
calling card to such customer, utilizing the same TLN, and AT&T shall
have the right to enter such TLN in AT&Ts LIDB for calling card
validation purposes.
27.10 END OFFICE FEATURES
GTE shall provide the following end-office features in those end offices
in which such features are available to GTE customers: CLASS features;
Repeat Dial Capability; Multi-line Hunting; and trunk connectivity to
private branch exchange switches (PBX's) and Direct Inward Dialed
Services and all other end-office features that GTE makes available to
GTE customers.
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27.11 CALL BLOCKING
Upon AT&T's request and when available to similarly-situated GTE
customers, GTE will provide blocking on a line by line basis of an
AT&T Cumstomer's access to any or all of the following call types:
900/976; bill to third party and collect; and such other call types
for which GTE provides blocking to similarly situated GTE customers.
27.12 LAW ENFORCEMENT AND SERVICE ANNOYANCE
Not later than forty-five (45) business days after the Effective Date,
GTE and AT&T will develop procedures to handle requests from law
enforcement agencies for service termination, wire taps and provisions
of Customer Usage Data pursuant to a lawful process as well as
procedures to handle AT&T Customer complaints concerning harassing or
annoying calls. Such procedures will include, but not be limited to, a
process for AT&T to interface with GTE regarding law enforcement and
service annoyance issues on a 24 hour per day, 7 days a week basis for
emergency requests and otherwise on the same basis as GTE provides
access for its own customers.
28. SERVICE SUPPORT FUNCTIONS
-------------------------
28.1 ELECTRONIC INTERFACE
28.1.1 Until such time as GTE and AT&T are able to fully implement electronic
interfaces ("EI"), GTE and AT&T agree to use interim processes for
Pre-Ordering, Ordering, Provisioning, Maintenance, Repair and Billing.
28.1.1.1 The schedule for implementing an interim electronic interface shall be
subject to the memorandum of understanding ("MOU") relating to
electronic interfaces negotiated by GTE and AT&T under the direction
of the Commission in connection with the decision in 96-07-022.
28.1.1.2 Attachment 16 lists the interim processes and the schedule for the
implementation of such processes that were negotiated.
28.1.2 In accordance with the schedule set out in the MOU, GTE shall provide
a Real Time electronic interface ("EI") for sending and receiving
information on demand for Pre-Ordering, for Ordering/Provisioning data
and materials (e.g., access to Street Address Guide ("SAG") and
Telephone Number Assignment database), and for scheduling service
delivery. GTE shall provide an electronic interface ("EI") for sending
and receiving information on agreed, pre-defined schedules ("batch
communications") for reports and Billing. These interfaces shall be
administered through a national ordering platform that will serve as a
single point of contact for the transmission of such data from AT&T to
GTE, and from GTE to AT&T.
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28.1.3 No later than six (6) months after the Effective Date of this Agreement,
GTE will: (i) establish the national gateway standards to be used by AT&T
and all other carriers connecting to GTE's Operations Support Systems
("OSS"), and (ii) establish the date by which GTE will provide permanent
national gateway access to its OSS. GTE will provide this permanent
national gateway access at the earliest practical date but in no case
later than twelve (12) months after the Effective Date of this Agreement,
which shall include ensuring that interfaces are operational and end to
end testing has been successfully completed.
28.1.4 [DELETED]
28.1.5 The Parties agree that the principles outlined in Attachment 13 and
related time schedules will be used as a starting point for the report to
be filed to the Commission within six (6) months of the Effective Date of
this Agreement.
28.1.6 GTE shall provide the same information, of the same quality and within
the same time frames for Pre-Ordering, Ordering/Provisioning,
Maintenance/ Repairs and Billing to AT&T as GTE provides to itself. The
Parties recognize that GTE is not required to establish new systems or
processes in order to provide information to AT&T which GTE does not
provide to itself.
28.1.7 AT&T shall pay a reasonable share of the total cost of creating the
permanent gateway. AT&T's share shall be determined based upon its
percentage of system use during the first full year (First Year) the
gateway system is in operation as compared to all other users. Full
operation shall mean all interfaces are operational and end-to-end
testing has been successfully completed. Percentage of use shall be
determined based upon the average number of customer access lines each
local exchange carrier, including GTE and any GTE Affiliate (to the
extent they have usage), has during the First Year.
28.2 SERVICE STANDARDS
28.2.1 GTE shall ensure that all Service Support Functions used to provision
Local Service to AT&T for resale are provided at a quality level which
GTE is required to meet by law, or is actually meeting, in providing
Local Service to itself, to its end users or to its affiliates.
28.2.2 Not later than twenty (20) business days after the Effective Date of this
Agreement, GTE and AT&T shall develop mutually agreed-upon escalation and
expedite procedures to be employed at any point in the Local Service Pre-
Ordering, Ordering/Provisioning, Testing, Maintenance, Billing and
Customer Usage Data transfer processes to facilitate rapid and timely
resolution of Disputes.
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28.3 POINT OF CONTACT FOR THE AT&T CUSTOMER
28.3.1 Except as otherwise provided in this Agreement or as directed by AT&T,
AT&T shall be the single and sole point of contact for all AT&T
Customers with respect to AT&T Local Services.
28.3.2 GTE shall refer all questions regarding any AT&T service or product
directly to AT&T at a telephone number specified by AT&T and provided
to GTE for that purpose.
28.3.3 GTE representatives who receive inquiries regarding AT&T services:
(i) shall refer callers who inquire about AT&T services or products to
the numbers provided; and (ii) will not in any way disparage or
discriminate against AT&T, or its products or services.
28.4 SINGLE POINT OF CONTACT
Each Party shall provide the other Party with a single point of
contact ("SPOC") for each functional area for all inquiries regarding
the implementation of this Part. Each Party shall accept all inquiries
from the other Party and provide timely responses.
28.5 SERVICE ORDER
To facilitate the ordering of new service for resale or changes to
such service to an AT&T Customer ("Local Service Request or LSR"),
AT&T's representative will have access to GTE customer information to
enable the AT&T representative to perform the tasks enumerated below.
Until electronic interfaces are established, these functions will be
performed as set forth in Attachment 16:
28.5.1 Obtain customer information which is available under Applicable Law,
including name, billing and service address, billing telephone
number(s), eligibility for subsidized or assisted programs, and
identification of features and functions of services subscribed to by
customer; provided that such information will not be provided for
residential end-users until AT&T provides GTE with written
authorization from the end-user (unless the FCC, the Commission or a
court subsequently rules to the contrary).
28.5.2 Obtain information on all features and services available, including
new services, by switch, NPA-NXX and customer street address;
28.5.3 Submit the AT&T Customer order by submitting an LSR using the agreed
upon electronic interface (the Network Data Mover or NDM) for all
desired features and services;
28.5.4 Assign a telephone number, including a vanity number, (if the AT&T
Customer does not have one assigned). As an interim step prior to the
implementation
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of the electronic interface specified in Section 28.1; GTE will
establish an 800 (toll-free) number for AT&T;
28.5.5 Submit the appropriate directory listing using the agreed to El;
28.5.6 Determine if a service call is needed to install the line or service,
28.5.7 Schedule installation, if applicable;
28.5.8 Provide service availability dates to Customer;
28.5.9 Order local and intraLATA toll service and enter AT&T Customer's
choice of primary interexchange carrier on a single, unified order;
and
28.5.10 Suspend, terminate or restore service to an AT&T Customer using agreed
to methods (temporary disconnects for nonpayment may not be requested
using the LSR).
28.6 PROVISIONING
28.6.1 After receipt and acceptance of an LSR, GTE shall provision such LSR
in accordance with the following Intervals and in accordance with the
service parity standards and other performance standards specified in
Section 10.
28.6.1.1 Turn-up of Local Service where no installation of facilities is
required:
Residence and Business: within seventy-two (72) hours of receipt of a
valid LSR or the next available due date (at parity with GTE end-user
customers) at the time of receipt of a valid LSR if an earlier desired
due date ("DDD") is listed.
28.6.1.2 Turn-up of Local Service where installation of facilities is required:
Residence and Business (except for complex services): upon the next
available due date (at parity with GTE end-users) at time of receipt
of a valid LSR.
Complex Services: Due date will be as determined after engineering of
the order, at parity with GTE end-user customers.
28.6.1.3 Feature Changes (after service turn-up):
Residence: within seventy-two (72) hours of receipt of LSR or the next
available due date (at parity with GTE end-users) at the time of
receipt of a valid LSR if an earlier DDD is listed.
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Business: within seventy-two (72) hours after receipt of LSR if no
installation dispatch is required or the next available due date (at
parity with GTE endusers) at the time of receipt of a valid LSR if an
earlier DDD is listed.
28.6.1.4 Service Disconnects
Completion of all disconnects will be based upon the DDD if a valid
LSR is received within appropriate interval.
28.6.1.5 Provisioning functions performed by GTE will meet the service parity
standards and other performance standards specified in Section 10.
28.6.2 GTE shall provide AT&T with service status notices, on a prompt basis.
Such status notices shall include the following:
28.6.2.1 Firm order confirmation, including service availability date and
information regarding the need for a service dispatch for
installation;
28.6.2.2 Notice of service installation, including any additional information,
such as material charges;
28.6.2.3 Changes/rejections/errors in LSRs;
28.6.2.4 Service completion;
28.6.2.5 Jeopardies and missed appointments;
28.6.2.6 Charges associated with necessary construction;
28.6.2.7 Test results of the same type that GTE records for itself or its own
customers.
28.6.3 GTE shall notify AT&T prior to making any changes in the services,
features or functions specified on the LSR. If an AT&T Customer
requests a service change at the time of installation GTE shall refer
the AT&T Customer to AT&T.
28.6.4 GTE shall provide provisioning support to AT&T on the same basis that
it provides to other competitive LECs and to itself. GTE retains full
discretion to control the scheduling of its provisioning workforce.
28.6.5 GTE shall provide training for all GTE employees who may communicate,
either by telephone or face-to-face, with AT&T Customers, during the
provisioning process. Such training shall include training on
compliance with the branding requirements of this Agreement.
28.7 PROVISION OF CUSTOMER USAGE DATA
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GTE shall provide the Customer Usage Data recorded by GTE. Such data
shall be provided in accordance with the terms and conditions set
forth in Attachment 7.
28.8 Service/Operation Readiness Testing
28.8.1 In addition to testing described elsewhere in this Section 28, GTE
shall test the systems used to perform the following functions at a
negotiated interval and in no event less than 10 business days prior
to commencement of GTE's provision of Local Service to AT&T, in order
to establish system readiness capabilities:
28.8.1.1 All interfaces between AT&T and GTE work centers for Service Order
Provisioning;
28.8.1.2 Maintenance, Billing and Customer Usage Data;
28.8.1.3 The process for GTE to provide customer service records;
28.8.1.4 The installation scheduling process;
28.8.1.5 Telephone number assignment;
28.8.1.6 Procedures for communications and coordination between AT&T SPOC and
GTE SPOC;
28.8.1.7 Procedures for transmission of Customer Usage Data; and
28.8.1.8 Procedures for transmitting bills to AT&T for Local Service.
28.8.2 The functionalities identified above shall be tested in order to
determine whether GTE and AT&T performance meets the service parity
requirements and other performance standards specified in Section 10.
The Parties shall make available sufficient technical staff to perform
such testing. GTE and AT&T shall mutually agree on the schedule for
such testing.
28.8.3 At AT&T's request, GTE shall provide to AT&T any results of the
testing performed pursuant to the terms of this Section 28.8. AT&T may
review such results and may notify GTE of any failures to meet the
requirements of this Agreement.
28.8.4 GTE shall provide to AT&T the same type and quality of loop testing
information that it provides to and records for itself. Where GTE
develops loop testing information as a matter of course, it will make
that information available to AT&T where such information is relevant
to AT&T's business. Where GTE maintains the internal discretion to
test loops as needed, GTE will provide similar testing discretion to
AT&T. AT&T shall pay the full cost of any such discretionary testing.
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28.8.5 Within 60 days of the Effective Date of this Agreement, AT&T and GTE
will agree upon a process to resolve cooperative testing issues and
technical issues relating to GTE's provision of Local Services to
AT&T. The agreed upon process shall include procedures for escalating
disputes and unresolved issues up through higher levels of each
company's management. If AT&T and GTE do not reach agreement on such a
process within 60 days, any issues that have not been resolved by the
Parties with respect to such process shall be submitted to the ADR
procedures set forth in Section 14 and Attachment 1 of this Agreement
unless both Parties agree to extend the time to reach agreement on
such issues.
28.9 MAINTENANCE
GTE shall provide maintenance in accordance with the requirements and
standards set forth in Attachment 5 and in accordance with the service
parity requirements set forth in this Agreement.
28.10 BILLING FOR LOCAL SERVICE
28.10.1 GTE shall bill AT&T for Local Service provided by GTE to AT&T pursuant
to the terms of this Part, and in accordance with the terms and
conditions for Connectivity Billing and Recording in Attachment 6.
28.10.2 GTE shall recognize AT&T as the customer of record for all Local
Services and will send all notices, bills and other pertinent
information directly to AT&T.
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PART II: UNBUNDLED NETWORK ELEMENTS
-----------------------------------
29. INTRODUCTION
------------
This Part II sets forth the unbundled Network Elements that GTE agrees
to offer to AT&T in accordance with its obligations under Section 251
(c)(3) of the Act and 47 CFR 51.307 to 51.321 of the FCC Rules. The
specific terms and conditions that apply to the unbundled Network
Elements are described below and in Attachment 2. Prices for Network
Elements are set forth in Part V and Attachment 14 of this Agreement.
30. UNBUNDLED NETWORK ELEMENTS
--------------------------
30.1 GTE will offer Network Elements to AT&T on an unbundled basis on
rates, terms and conditions that are just, reasonable, and non-
discriminatory in accordance with the terms and conditions of this
Agreement and applicable law .
30.2 GTE will permit AT&T to interconnect AT&T's facilities or facilities
provided by AT&T or by third parties with each of GTE's unbundled
Network Elements at any point designated by AT&T that is technically
feasible.
30.3 AT&T, at its option, may designate any technically feasible network
interface at a Served Premises, including without limitation, DSO, DS-
1, DS-3, and STS-1.
30.4 Except as provided otherwise in this Agreement, AT&T may use one or
more Network Elements to provide any feature, function, or service
option that such Network Element is capable of providing.
30.5 GTE shall offer each Network Element individually and in combination
with any other Network Element or Network Elements, so long as such
combination is technically feasible, in order to permit AT&T to
combine such Network Element or Network Elements with another Network
Element or other Network Elements obtained from GTE or with network
components provided by itself or by third parties to provide
telecommunications services to its customers.
30.6 For each Network Element, GTE shall provide a demarcation point (e.g.,
an interconnection point at a Digital Signal Cross-Connect or Light
Guide Cross-Connect panels or a Main Distribution Frame) and, if
necessary, access to such demarcation point, which AT&T agrees is
suitable. However, where GTE provides contiguous Network Elements to
AT&T, GTE may provide the existing interconnections and no demarcation
point shall exist between such contiguous Network Elements.
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30.7 GTE shall not charge AT&T an interconnection fee or demand other
consideration for directly interconnecting any Network Element or
Combination to any other Network Element or Combination provided by
GTE to AT&T if GTE directly interconnects the same two Network
Elements or Combinations in providing any service to its own customers
or a GTE affiliate, including the use of intermediate devices, such as
a digital signal cross connect panel, to perform such interconnection.
30.8 The total charge to AT&T to interconnect any Network Element or
Combination to any other Network Element or Combination provided by
GTE to AT&T if GTE does not directly interconnect the same two Network
Elements or Combinations in providing any service to its own customers
or a GTE affiliate (e.g., the interconnection required to connect the
Loop Feeder to AT&T's collocated equipment), shall be the total
service long-run incremental cost of providing the interconnection.
30.9 Except with respect to the Loop Distribution, Loop
Concentrator/Multiplexer, and Loop Feeder elements, which shall in all
cases be subject to the bona fide request process described in
Attachment 12, Attachment 2 to this Agreement lists the Network
Elements that AT&T and GTE have identified as of the Effective Date of
this Agreement and will be offered by GTE. AT&T and GTE agree that
AT&T may identify additional or revised Network Elements that it
desires. All such additional or modified Network Elements shall be
subject to the Bona Fide Requests Procedures outlined in Attachment
12. Descriptions and requirements for each Network Element identified
below are set forth in Attachment 2. The Network Elements described in
Attachment 2 consist of:
Loop or Loop Combination
Network Interface Device (NID)
Loop Distribution, otherwise known as Distribution Media
Loop Concentrator/Multiplexer
Loop Feeder
Local Switching
Operator Service
Directory Service
Common Transport
Dedicated Transport
Signaling Link Transport
Signaling Transfer Points
Service Control Points (SCPs)/Databases
Tandem Switching
30.10 STANDARDS FOR NETWORK ELEMENTS
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30.10.1 Each Network Element shall meet the requirements set forth in the
applicable technical references, as well as any performance or other
requirements, identified herein.
30.10.2 The technical references cited throughout this Agreement shall apply
unless GTE shall offer, within ninety (90) days following Commission
approval of this Agreement, GTE's proposed substitute technical
references, for consideration and review by subject matter experts
designated, respectively, by AT&T and GTE. Within ten (10) business
days following AT&T's receipt of true and complete copies of GTE's
proposed substitute technical references, AT&T and GTE subject matter
experts shall meet in person or via teleconference to review the
substitute reference(s) with a view toward achieving agreement on the
suitability of such references for implementation and incorporation
into this Agreement. The subject matter experts may agree to implement
and incorporate, to modify or supplement, or replace any such
substitute technical reference proposed by GTE. Where they so agree,
the resulting substitute technical reference shall be implemented and
incorporated forthwith, by formal amendment in writing, to this
Agreement. Where they disagree with respect to the suitability or
adequacy of any such proposed substitute technical reference, the GTE-
proposed substitute technical reference shall be incorporated into
this Agreement at the conclusion of the ten business day period cited
above, by formal amendment in writing; subject to AT&T's right to
pursue the dispute and the implementation of more suitable technical
references through the ADR procedures set forth in Attachment 1 to
this Agreement. AT&T may initiate such ADR procedures with sixty (60)
days following the incorporation of the challenged technical reference
into this Agreement.
The Parties recognize the possibility that some equipment vendors may
manufacture telecommunications equipment that does not fully
incorporate or may deviate from the technical references contained in
this Agreement. To the extent that, due to the manner in which
individual manufacturers may have chosen to implement industry
standards into the design of their product, or due to the differing
vintages of these individual facility components and the presence of
embedded technologies that pre-date certain technical references, some
of the individual facility components deployed within GTE's network
may not adhere to the technical references, then, within forty-five
(45) days after the Effective Date of this Agreement,
(a) the Parties will develop processes by which GTE will inform AT&T
of any such deviations from technical standards for Network Elements
or Combinations ordered by AT&T;
(b) the Parties will develop further processes and procedures
designed, upon notice of such deviations from technical standards, to
address the treatment of GTE and AT&T customers at parity; and
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(c) the Parties will take such other mutually agreed upon actions as
shall be appropriate in the circumstances.
30.10.3 Each Network Element and the interconnections between Network Elements
provided by GTE to AT&T shall be at least equal in the quality of
design, performance, features, functions and other characteristics,
including but not limited to levels and types of redundant equipment
and facilities for power, diversity and security, that GTE provides in
the GTE network to itself, GTE's own customers, to a GTE affiliate or
to any other entity.
30.10.4 Unless otherwise designated by AT&T, each Network Element and the
interconnections between Network Elements provided by GTE to AT&T
shall be made available to AT&T on a priority basis that is equal to
the priorities that GTE provides to itself, GTE's own customers, to a
GTE Affiliate or to any other entity.
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PART III: ANCILLARY FUNCTIONS
-----------------------------
31. INTRODUCTION
------------
This Part III sets forth the Ancillary Functions that GTE agrees to
offer to AT&T so that AT&T may interconnect to GTE's network and
obtain access to unbundled Network Elements to use to provide services
to its customers.
32. GTE PROVISION OF ANCILLARY FUNCTIONS
------------------------------------
32.1 GTE will offer Ancillary Functions to AT&T on rates, terms and
conditions that, are just, reasonable, and non-discriminatory and in
accordance with the terms and conditions of this Agreement.
32.2 GTE will permit AT&T to interconnect AT&T's equipment and facilities
or equipment and facilities provided by AT&T or by third parties for
purposes of interconnection or access to Network Elements at any point
that is technically feasible.
32.3 AT&T may use any Ancillary Function to provide any feature, function,
or service option that such Ancillary Function is capable of
providing.
32.4 Attachment 3 to this Agreement lists the Ancillary Functions that AT&T
and GTE have identified as of the Effective Date of this Agreement.
Either Party may identify additional or revised Ancillary Functions
that it desires. All such additional or revised Ancillary Functions
shall be subject to the Bona Fide Requests procedures outlined in
Attachment 12. Descriptions and requirements for each Ancillary
Function are set forth in Attachment 3. The Ancillary Functions
described in Attachment 3 consist of:
Collocation
Right of Way (ROW)
Conduit
Pole attachment
33. STANDARDS FOR ANCILLARY FUNCTIONS
---------------------------------
33.1 Each Ancillary Function shall meet or exceed the requirements set
forth in applicable technical references, as well as the performance
and other requirements, identified herein.
33.2 Each Ancillary Function provided by GTE to AT&T shall be equal in the
quality of design, performance, features, functions and other
characteristics, including, but not limited to levels and types of
redundant equipment and facilities for diversity and security, that
GTE provides in the GTE network to itself, its affiliates or any other
entity.
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33.3 Unless otherwise designated by AT&T, each Ancillary Function provided by
GTE to AT&T shall be made available to AT&T on a priority basis that is
at least equal to the priorities that GTE provides to itself, its
customers, its affiliates or any other entity.
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PART IV: INTERCONNECTION PURSUANT TO SECTION 251(C)(2)
------------------------------------------------------
34. SCOPE
-----
This Part IV describes the physical architecture for Interconnection
of the Parties' facilities and equipment for the transmission and
routing of Local Traffic, intraLATA toll traffic, and Exchange Access
traffic between the respective business and residential customers of
the Parties pursuant to the Act. Interconnection may not be used
solely for the purpose of originating a Party's own interexchange
traffic. Sections 35 and 36 prescribe the specific logical trunk
groups (and traffic routing parameters) which will be configured over
the physical Interconnections described in this Part related to the
transmission and routing of Local Traffic, intraLATA toll traffic and
Exchange Access traffic, respectively. Other trunk groups, as
described in this Agreement, may be configured using this
architecture.
35. INTERCONNECTION POINTS AND METHODS.
----------------------------------
35.1 In each LATA identified pursuant to the procedures of Section 35.6,
AT&T and GTE shall Interconnect their networks at the GTE and AT&T
Wire Centers identified in such notice for the transmission and
routing within that LATA of Local Traffic, intraLATA toll traffic and
Exchange Access traffic.
35.2 Interconnection in each LATA shall be accomplished at any technically
feasible point within GTE's networks for a given LATA, including
through collocation in GTE's Wire Centers as provided in Attachment 3.
35.3 INTERCONNECTION USING COLLOCATION:
----------------------------------
If the Parties Interconnect their networks using Collocation in GTE's
Wire Centers, the following requirements apply:
35.3.1 AT&T will deploy a local service network that places switching and/or
transmission equipment within the LATA. The placement of this
equipment uses a combination of AT&T owned Wire Centers and collocated
space in GTE Wire Centers. AT&T may physically collocate any
interconnection-related transmission equipment for which space is
available. This includes equipment that can perform switching
functions as well as interconnection functions so long as such multi-
purpose equipment occupies no more floor space than would equipment
that only performs interconnection functions. GTE is not required to
provide physical collocation space where it can demonstrate that space
is not available.
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35.3.2 AT&T will request interconnection with GTE at specific points in GTE's
network. The following options are available for (i) the termination
of traffic to the GTE network, (ii) the termination of traffic to the
AT&T network and (iii) the transiting of traffic to/from a third party
network.
35.4 LOCAL TRAFFIC AND INTRALATA TOLL TRAFFIC - ORIGINATING ON AT&T,
TERMINATING ON GTE.
AT&T may build trunk groups to GTE using the following representative,
but not exclusive, options: (i) from AT&T collocated equipment in a
Wire Center to the GTE Tandem; (ii) from AT&T collocated equipment in
a GTE Wire Center to the GTE End Office Switch; or (iii) from an AT&T
Switch to the nearest GTE Wire Center or Tandem.
Interfaces for these interconnections may be based upon, but not
limited to, the following: (i) DS1: from an AT&T-collocated DDM-2000
to a GTE Central Office Switch; (ii) SONET STS1: from an AT&T-
collocated DDM-2000 to an GTE 5ESS(R)-2000 Central Office Switch and
(iii) DS1/DS3: from an AT&T Switch to a GTE Tandem using new trunk
groups on existing facilities.
35.5 TRANSIT SERVICE TRAFFIC
35.5.1 GTE agrees that it shall provide Transit Service to AT&T on terms and
conditions set forth in Section 36.8.
35.5.2 "Transit Service" means the delivery of certain traffic between AT&T's
network and a third party LEC or ILEC network by GTE over the
Local/IntraLATA Trunks. The following types of traffic will be
delivered: (i) Local Traffic and IntraLATA Toll Traffic originated
from AT&T to such third party LEC or ILEC and (ii) Local Traffic and
IntraLATA Toll Traffic originated from such third party LEC or ILEC
and terminated to AT&T where GTE carries such traffic pursuant to the
Commission's primary toll carrier plan or other similar plan.
35.5.3 While the Parties agree that it is the responsibility of each third
party LEC or ILEC to enter into arrangements to deliver Local Traffic
between them, they acknowledge that such arrangements are not
currently in place and an interim arrangement is necessary to ensure
traffic completion. Accordingly, until the earlier of (i) the date on
which either Party has entered into an arrangement with such third
party LEC or ILEC to deliver Local Traffic via direct trunks or (ii)
the termination of this Agreement, GTE will transit such traffic.
35.5.4 All networks involved in transit traffic will deliver each call to
each involved network with CCIS to the extent available from third
party LECs
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and the appropriate Transaction Capabilities Application Part (TCAP)
messages to facilitate full interoperability and billing functions. In
all cases, each Party is responsible to follow Exchange Message Record
("EMR") standard and exchange records with both the other Party and
the terminating LEC or ILEC to facilitate the billing process to the
originating network.
35.6 SELECTION OF LATAs
35.6.1 If AT&T determines to offer Telephone Exchange Services in any LATA,
AT&T shall provide written notice to GTE of its need to establish
Interconnection in such LATA pursuant to this Agreement. This notice
shall include (i) the initial Wire Centers AT&T has designated in the
new LATA; (ii) AT&Ts requested Interconnection Activation Date; and
(iii) a non-binding forecast of AT&Ts trunking requirements.
35.6.2 Unless otherwise agreed by the Parties, the Parties shall designate
the Wire Center AT&T has identified as its initial Routing Point in
the LATA as the ATIWC in that LATA and shall designate the GTE Tandem
Office Wire Center within the LATA nearest to the ATIWC (as measured
in airline miles utilizing the V&H coordinates method, as the ATIWC
in that LATA.
35.6.3 Unless otherwise agreed by the Parties, the Interconnection Activation
Date in each LATA in which no construction is required shall be
fifteen (15) business days after the date on which AT&T delivered
notice via an ASR to GTE pursuant to this Section. Where construction
is required, the Interconnection Activation Date shall be as mutually
agreed by the Parties.
35.6.4 GTE and AT&T will conduct joint planning sessions to determine the
following representative, but not exclusive, information; (i)
forecasted number of trunk groups; and (ii) the interconnection
activation date.
35.7 ADDITIONAL SWITCHES OR INTERCONNECTION POINTS
If AT&T deploys additional switches in a LATA after the date hereof or
otherwise wishes to establish Interconnection with additional GTE Wire
Centers, AT&T may, upon written notice thereof to GTE, establish such
Interconnection and the terms and conditions of this Agreement shall
apply to such Interconnection. If GTE deploys additional switches in a
LATA after the date hereof or otherwise wishes to establish
Interconnection with additional AT&T Central Offices, GTE may, upon
written notice thereof to AT&T, establish such Interconnection and the
terms and conditions of this Agreement shall apply to such
Interconnection. If either Party establishes an additional Tandem
Switch
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in a given LATA, the Parties shall jointly determine the requirements
regarding the establishment and maintenance of separate trunk group
connections and the sub-tending arrangements relating to Tandem
Switches and End Offices which serve the other Party's Customers
within the Exchange Areas served by such Tandem Switches.
35.8 NONDISCRIMINATORY INTERCONNECTION
Interconnection provided by GTE shall be equal in quality to that
provided by GTE to itself or any subsidiary, Affiliate or other
person. "Equal in quality" means the same or equivalent technical
criteria, service standards that a Party uses within its own network
and, at a minimum, requires GTE to design interconnection facilities
to meet the same technical criteria and service standards that are
used within GTE's network. If AT&T requests an Interconnection that is
of a higher quality than that provided by GTE to itself or any
subsidiary, Affiliate or other person, such request shall be treated
as a New Services Request and established upon rates, terms and
conditions that are reasonable and non-discriminatory. AT&T shall pay
the cost of GTE providing any such higher quality Interconnection
Services.
35.9 TECHNICAL SPECIFICATIONS
35.9.1 Each Party shall initially configure a two-way trunk group as a direct
transmission path between each AT&T and GTE interconnected Central
Offices. At AT&T's request, GTE shall provide uni-directional traffic
on such trunks, in either direction, effectively operating them as if
they were one-way trunk groups. AT&T and GTE shall work cooperatively
to install and maintain a reliable network. AT&T and GTE shall
exchange appropriate information (e.g., maintenance contact numbers,
network information, information required to comply with law
enforcement and other security agencies of the government and such
other information as the Parties shall mutually agree) to achieve this
desired reliability.
35.9.2 AT&T and GTE shall work cooperatively to apply sound network
management principles by invoking network management controls to
alleviate or to prevent congestion.
35.10 911 SERVICE
Basic 911 and E911 is an additional requirement that provides a caller
access to the applicable emergency service bureau by dialing a 3-digit
universal telephone number (911). GTE shall provide 911 Service to
AT&T as described in this Section in each Rate Center in which (i)
AT&T is authorized to provide local exchange services and (ii) GTE is
the 911 service provider.
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35.10.1 GTE will provide AT&T with multiplexing of dedicated 911 trunks at a
designated GTE Central Office at the rates set forth in Attachment 14
(Pricing) and pursuant to the terms and conditions in applicable
tariffs, unless other rates, terms and conditions are provided in this
Agreement, GTE will also provide AT&T with trunking from the GTE
Central Office to the designated GTE Control Office(s) (i.e.,
selective routers) with sufficient capacity to route AT&T's
originating 911 calls over Service Lines to the designated primary
PSAP or to designated alternate locations (GTE shall provide for
overflow 911 traffic to another PSAP for handling). Such trunking will
be provided at the rates set forth in Attachment 14 (Pricing). A pro-
rata portion of cost of the selective router may also be charged to
AT&T, the amount to be determined in good faith by the Parties in each
case. If AT&T forwards the ANI information of the calling party to the
Control Office, GTE will forward the call with the calling number to
the PSAP for display and Automatic Location Identification (ALI)
retrieval. If no ANI is forwarded by AT&T, GTE will display a 911
trunk group identification code for display at the PSAP.
35.10.2 AT&T will provide the necessary dedicated 911 trunking to route
originating 911 traffic from AT&T's End Office(s) to the GTE Control
Office(s). The point of Interconnection for AT&T's Primary and Diverse
Routes to the mux/co-location and 911 Control Offices is at the GTE
Control Office. AT&T shall pay tariff charges for Diverse routes,
selective routing and any other related service that GTE provides
unless other rates are provided in this Agreement. AT&T will be
responsible for determining the proper quantity of trunks from its end
office(s) to the GTE Control Office(s). Trunks between the AT&T End
Offices and GTE Control Office shall be delivered by GTE within twenty
(20) Business Days following order by AT&T. Following delivery, AT&T
and GTE will cooperate to promptly test all transport facilities
between AT&T's network and the GTE Control Office to assure proper
functioning of the 911 service.
35.10.3 GTE will provide to AT&T, in mechanized format, a list of the Central
Offices, selective router, and PSAPs for the 911 district. GTE will
provide maps (in electronic format) of the Exchange and selective
routing boundaries. A specified rate found in the rate table in
Attachment 14 (Pricing) will apply per request. Until such time as a
mechanized process for provision of this information is made available
by GTE and, at intervals determined by GTE, GTE shall provide to AT&T
in a paper format any updates to this information.
The Parties agree to provide access to 911/E911 in a manner that is
transparent to the end user. The Parties will work together to
facilitate the prompt, reliable and efficient interconnection of
AT&T's systems to the 911/E911 platforms, with a level of performance
that will provide the same
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grade of service as that which GTE provides to its own end users. To
this end, GTE will make available to AT&T documentation showing the
correlation of its rate centers to its E911 tandems.
35.10.4 It shall be the responsibility of AT&T to ensure that the address of
each of its end users is included in the Master Street Address Guide
("MSAG") via information provided on AT&T's Local Service Request
("LSR") or via a separate feed established by AT&T. GTE and AT&T will
work together to develop the process by which the 911/E911 database
will be updated with AT&T's end user 911/E911 information.
GTE will coordinate access to the GTE ALI database for the initial
loading and updating of AT&T subscriber information. Access
coordination will include:
(i) GTE provided format requirements and a delivery address for
AT&T to supply an electronic version of subscriber telephone numbers,
addresses and other information both for the initial load and (where
applicable) daily updates. GTE shall confirm receipt of this data as
described in Section 35.10.8;
(ii) Coordination of error resolution involving entry and update
activity;
(iii) Provisioning of specific 911 routing information on each access
line;
(iv) Updating the GTE ALI database from paper records of service
order activity supplied by AT&T is optional. The charge for this
service is separate and set forth in the Attachment 14 (Pricing) under
the category "Optional Manual Update"; and
(v) Providing AT&T with reference data GTE has in its possession to
ensure that AT&T's subscribers will be routed to the correct Control
Office when originating a 9-1-1 call.
35.10.5 AT&T shall pay GTE a one time charge as set forth in the Attachment 14
(Pricing) per 911 Control Office trunk group (the "911 Control Office
Software Enhancement Connection Charge") and any applicable monthly
recurring charges. Although the services offered in this Agreement and
the charges set forth in Attachment 14 (Pricing) contemplate that each
NPA will reside in a single Control Office, AT&T may request that an
NPA shall reside in more than one 911 Control Office; GTE will fully
cooperate in an effort to honor such requests.
In situations in which GTE is responsible for maintenance of the
911/E911 database and can be compensated for maintaining AT&T's
information by the municipality, GTE will seek such compensation from
the municipality. GTE will seek compensation from AT&T only if and to
the extent that GTE
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is unable to obtain such compensation from the municipality. GTE
shall charge AT&T the cost for an ALI entry interface.
35.10.6 In the event of a GTE or AT&T 911 trunk group failure, the Party
that owns the trunk group will notify, on a priority basis, the
other Party of such failure, which notification shall occur within
two (2) hours of the occurrence or sooner if required under
Applicable Law. The Parties will exchange a list containing the
names and telephone numbers of the support center personnel
responsible for maintaining the 911 Service between the Parties.
35.10.7 GTE will provide the order number and circuit identification code in
advance of the service due date.
35.10.8 AT&T or its third party agent will provide CNA data to GTE for use
in entering the data into the 911 data base. The initial CNA data
will be provided to GTE in a format prescribed by GTE. AT&T is
responsible for providing GTE updates to the CNA data and error
corrections which may occur during the entry of CNA data to the GTE
911 Database System. GTE will confirm receipt of such data and
corrections by the next Business Day by providing AT&T with a report
of the number of items sent, the number of items entered correctly,
and the number of errors.
35.10.9 AT&T will monitor the 911 circuits for the purpose of determining
originating network traffic volumes. AT&T will notify GTE if the
traffic study information indicates that additional circuits are
required to meet the current level of 911 call volumes.
35.10.10 Inter-office trunks provided for 911 shall be engineered to assure
minimum P.01 transmission grade of service as measured during the
busy day/busy hour. A minimum of two trunks shall be provided by
AT&T.
35.10.11 COMPENSATION
AT&T shall compensate GTE as set forth in Attachment 14 (Pricing.)
35.10.12 ADDITIONAL REQUIREMENTS FOR BASIC 911 AND E911
35.10.12.1 Basic 911 shall collect 911 calls from one or more local exchange
switches that serve a geographic area. It shall then send these
calls to the correct authority designated to receive such calls.
35.10.12.2 E911 shall provide additional routing flexibility for 911 calls.
E911 shall use customer data, contained in the Automatic Location
Identification/Data Management System (ALI/DMS), to determine to
which Public Safety Answering Point (PSAP) to route the call.
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35.10.12.3 If available GTE shall offer a third type of 911 service, S911.
All requirements for E911 also apply to S911 with the exception
of the type of signaling used on the interconnection trunks from
the local switch to the S911 tandem.
35.10.12.4 Basic 911 and E911 access from Local Switching shall be provided
to AT&T in accordance with the following:
35.10.12.4.1 GTE shall conform to all state regulations concerning emergency
services;
35.10.12.4.2 GTE shall route calls to the appropriate PSAP, provided the
current ESN has been provided to GTE.
35.10.12.4.3 For E911, GTE shall provide and validate customer information to
the PSAPS.
35.10.12.4.4 For E911, GTE shall use its service order process to update and
maintain customer information in the ALI/DMS data base. Through
this process GTE shall provide and validate customer information
resident or entered into the ALI/DMS data base.
35.10.12.5 Basic 911 and E911 access from the AT&T local switch shall be
provided to AT&T in accordance with the following;
35.10.12.5.1 If required by AT&T, GTE shall interconnect direct trunks from the
AT&T network to the B911 PSAP, or the E911 tandems as designated
by AT&T. Such trunks may alternatively be provided by AT&T.
35.10.12.5.2 GTE shall provide AT&T access to the Master Street and Address
Guide at least at parity with the access GTE provides to itself
35.11 GTE OPERATOR SERVICES TRUNKS
35.11.1 At AT&T's request, GTE shall receive traffic destined to GTE
Operator Systems Network Element on trunks from an AT&T end-office
or an AT&T tandem.
35.11.2 For traffic from the GTE network to AT&T for Operator Services,
GTE shall provide one trunk group per NPA served by the local GTE
switch. GTE shall provide such trunks as one-way trunks from GTE
network to the AT&T network.
35.11.3 Network Interconnection between GTE and AT&T shall meet or exceed
all of the requirements for Network Interconnection set forth in
the following technical references:
<PAGE>
Page 50
35.11.3.1 GR-317-CORE, Switching System generic requirements for Call Control
Using the Integrated Services Digital Network User Part (ISDNUP),
Bellcore, February, 1994;
35.11.3.2 GR-394-CORE, Switching System generic requirements for Interexchange
Carrier Interconnection Using the Integrated Services Digital Network
User Part (ISDNUP), Bellcore, February, 1994;
35.11.3.3 FR-NWT-000271, OSSGR Operator Services Systems generic requirements,
Bellcore, 1994 Edition; and
35.12 FR-NWT-000064, LATA Switching Systems Generic Requirements (LSSGR),
Bellcore, 1994 Edition.
36. TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE TRAFFIC
PURSUANT TO SECTION 251(C)(2)
36.1 SCOPE OF TRAFFIC
This Section prescribes parameters for trunk groups (the
"Local/IntraLATA Trunks") to be effected over the Interconnections
specified in Part IV for the transmission and routing of Local
Traffic and IntraLATA Toll Traffic between the Parties' respective
Telephone Exchange Service Customers.
36.2 LIMITATIONS
No Party shall terminate Exchange Access traffic or originate
untranslated 800/888 traffic over Local/IntraLATA Interconnection
Trunks.
36.3 TRUNK GROUP ARCHITECTURE AND TRAFFIC ROUTING
The Parties shall jointly engineer and configure Local/IntraLATA
Trunks over the physical Interconnection arrangements as follows:
36.3.1 Notwithstanding anything to the contrary contained in this Section,
if the traffic volumes between any two Central Office Switches at any
time exceeds the CCS busy hour equivalent of one DS1, the Parties
shall within sixty (60) days after such occurrence establish new
direct trunk groups to the applicable End Office(s) consistent with
the grades of service and quality parameters set forth in the
Grooming Plan.
36.3.1.1 At AT&T's request, GTE shall provide for overflow routing from a
given trunk group or groups onto another trunk group or groups as
AT&T designates.
<PAGE>
Page 51
36.3.2 Only those valid NXX codes served by an End Office may be accessed
through a direct connection to that End Office.
36.3.3 Each Party shall ensure that each Tandem connection permits the
completion of traffic to all End Offices which sub-tend that Tandem,
Pursuant to Section 37.2, each Party shall establish and maintain
separate trunk groups connected to each Tandem of the other Party
which serves, or is sub-tended by End Offices which serve, such other
Party's Customers within the Exchange Areas served by such Tandem
Switches. GTE will allow AT&T LATA-wide access for intraLATA toll
traffic from a single access tandem interconnection. In return, AT&T
will participate in the intraLATA toll compensation arrangement, in
identical or substantially similar form to that which exists between
GTE and Pacific Bell as of December 1, 1996. This participation will
require AT&T to provide GTE (and Pacific Bell) with records in the
same format currently used by the industry for intraLATA compensation
for intraLATA toll calls originating from an AT&T Customer and
utilizing the existing Feature Group C intraLATA toll network for
transport and termination. AT&T will also be required to design a
system that can receive these 99-02 records from the other primary
toll carrier.
36.4 SIGNALING
SS7 Signaling may be used for signaling between AT&T switches, between
AT&T switches and GTE switches, and between AT&T switches and those
third party networks with which GTE's SS7 network is interconnected.
36.4.1 Where available, CCIS signaling shall be used by the Parties to set up
calls between the Parties' local, networks. Each Party shall supply
Calling Party Number (CPN) within the SS7 signaling message, if
available. If Common Channel Interoffice Signaling ("CCIS") is
unavailable, MF (MultiFrequency) signaling shall be used by the
Parties.
36.4.2 Each Party is responsible for requesting Interconnection to the other
Party's CCIS network, where SS7 signaling on the trunk group(s) is
desired. Each Party shall connect, either directly or via arrangements
with third party providers, to a pair of access STPs where traffic
will be exchanged. The Parties shall establish Interconnection at the
STP.
36.4.3 The Parties will cooperate on the exchange of Transactional
Capabilities Application Part (TCAP) messages to facilitate
interoperability of CCIS based features between their respective
networks, including all CLASS features and functions, to the extent
each Party offers such features and functions to its Customers. Each
Party shall honor all privacy indicators as required under Applicable
Law.
<PAGE>
Page 52
36.4.4 Where available and upon the request of the other Party, each Party
shall cooperate to ensure that its trunk groups are configured
utilizing the B8ZS ESF protocol for 64 kbps clear channel transmission
to allow for ISDN interoperability between the Parties' respective
networks.
36.5 GRADES OF SERVICE
The Parties shall initially engineer and shall jointly monitor and
enhance all trunk groups consistent with the Grooming Plan.
36.6 MEASUREMENT AND BILLING
36.6.1 Each Party shall pass Calling Party Number (CPN) information on each
call that it originates over the Local/IntraLATA Trunks. Until GTE
installs the capability to use actual CPN information, all calls
exchanged shall be billed as either Local Traffic or IntraLATA Toll
Traffic based upon a percentage of local usage (PLU) factor calculated
based on the amount of actual volume (or best estimate) during the
preceding three months. The PLU will be reevaluated every three (3)
months.
36.6.2 Measurement of Telecommunications traffic billed hereunder shall be
(i) in actual conversation time as specified in FCC terminating FGD
Switched access tariffs for Local Traffic and (ii) in accordance with
applicable tariffs for all other types of Telecommunications traffic.
36.7 RECIPROCAL COMPENSATION ARRANGEMENTS
36.7.1 Reciprocal Compensation arrangements are as described in Attachment
15.
36.8 TRANSITING TRAFFIC
36.8.1 AT&T shall pay to GTE a Transiting Service Charge for the use of its
Tandem Switching as described in Attachment 14 (Pricing.)
36.8.2 Until such time as AT&T and the third party LEC or ILEC agree upon
mutual compensation, third party mutual compensation will be
exchanged between AT&T and GTE as follows:
36.8.2.1 GTE will provide tandem switching at GTE access tandems for traffic
between AT&T and GTE end offices subtending the GTE access tandem, as
well as for traffic between AT&T and non-GTE end offices subtending
GTE access tandems. By transporting traffic to a non-GTE end office(s)
via a GTE tandem, AT&T assumes responsibility for compensation to GTE
for all tandem switched traffic between AT&T and the non-GTE end
office(s). This responsibility may be fulfilled either by payment by
AT&T to GTE for all tandem switched traffic between AT&T and the non-
GTE
<PAGE>
Page 53
end office(s) or by an agreement between AT&T and the non-GTE end
office LEC pursuant to which GTE is expressly made a third party
beneficiary and GTE would receive compensation from either AT&T or the
non-GTE end office LEC, depending upon which entity originated the
traffic. GTE will bill AT&T for each minute of use AT&T generates that
is tandem switched.
36.8.2.2 By transporting traffic to non-GTE end offices via a GTE tandem, AT&T
assumes responsibility for compensation to the non-GTE end office
company. AT&T assumes responsibility for negotiating a compensation
arrangement with the non-GTE end office for IntraLATA Traffic
terminating to AT&T from such third party LEC or ILEC.
37. TRANSMISSION AND ROUTING OF EXCHANGE ACCESS TRAFFIC
37.1 SCOPE OF TRAFFIC
This Section prescribes parameters for certain trunk groups ("Access
Toll Connecting Trunks") to be established over Interconnections for
the transmission and routing of Exchange Access traffic and
nontranslated 800 traffic between AT&T Telephone Exchange Service
Customers and Interexchange Carriers.
37.2 TRUNK GROUP ARCHITECTURE AND TRAFFIC ROUTING
37.2.1 The Parties shall jointly establish Access Toll Connecting Trunks by
which they will jointly provide Tandem transported Switched Exchange
Access Services to Interexchange Carriers to enable such Interexchange
Carriers to originate and terminate traffic from and to AT&T's
Customers.
37.2.2 Access Toll Connecting Trunks shall be used solely for the
transmission and routing of Exchange Access and nontranslated 800/888
traffic to allow AT&T's Customers to connect to or be connected to the
interexchange trunks of any Interexchange Carrier which is connected
to a GTE access Tandem.
37.2.3 The Access Toll Connecting Trunks shall be two-way trunks connecting
an End Office Switch that AT&T utilizes to provide Telephone Exchange
Service and Switched Exchange Access Service in a given LATA to an
access Tandem Switch GTE utilizes to provide Exchange Access in such
LATA.
37.2.4 The Parties shall jointly determine which GTE access Tandem(s) will be
sub-tended by each AT&T End Office Switch.
<PAGE>
Page 54
37.2.5 Only those valid NXX codes served by an End Office may be accessed
through a direct connection to that End Office.
38. TRANSPORT AND TERMINATION OF INFORMATION SERVICES TRAFFIC
38.1 Each Party shall route Information Service Traffic which originates on
its own network to the appropriate information services platform(s)
connected to the other Party's network over the Local/IntraLATA
Trunks.
38.2 The Party ("Originating Party") on whose network the Information
Services Traffic originated shall provide an electronic file transfer
or monthly magnetic tape containing recorded call detail information
to the Party ("Terminating Party") to whose information platform the
Information Services Traffic terminated.
38.3 The Terminating Party shall provide to the Originating Party via
electronic file transfer or magnetic tape all necessary information to
rate the Information Services Traffic to the Originating Party's
Customers and establish uncollectible reserves pursuant to the
Terminating Party's agreements with each information provider.
38.4 The Originating Party shall bill and collect such information provider
charges and remit the amounts collected to the Terminating Party less:
38.4.1 The Information Services Billing and Collection fee set forth in
Attachment 14 (Pricing); and
38.4.2 An uncollectibles reserve calculated based on the uncollectibles
reserve in the Terminating Party's billing and collection agreement
with the applicable information provider; and
38.4.3 Customer adjustments provided by the Originating Party.
38.5 The Originating Party shall provide to the Terminating Party
sufficient information regarding uncollectibles and Customer
adjustments. The Terminating Party shall pass through the adjustments
to the information provider. Final resolution regarding all disputed
adjustments shall be solely between the Originating Party and the
information provider.
38.6 Nothing in this Agreement shall restrict either Party from offering to
its Telephone Exchange Service Customers the ability to block the
completion of Information Service Traffic.
39. INSTALLATION, MAINTENANCE, TESTING AND REPAIR
39.1 GROOMING PLAN
<PAGE>
Page 55
Within ninety (90) days after the Effective Date, AT&T and GTE shall
jointly develop a plan (the "Grooming Plan") which shall define and
detail, inter alia, (i) standards to ensure that Interconnection trunk
groups experience a grade of service, availability and quality in
accord with all appropriate relevant industry-accepted quality,
reliability and availability standards and in accordance with the
levels GTE provides to itself, or any subsidiary, Affiliate or other
person; (ii) the respective duties and responsibilities of the Parties
with respect to the installation, administration and maintenance of
the Interconnections (including signaling) specified in Part IV and
the trunk groups specified in Part IV, including standards and
procedures for notification and discoveries of trunk disconnects;
(iii) disaster recovery and escalation provisions; and (iv) such other
matters as the Parties may agree.
39.2 OPERATION AND MAINTENANCE
Each Party shall be solely responsible for the installation, operation
and maintenance of equipment and facilities provided by it for
Interconnection, subject to compatibility and cooperative testing and
monitoring and the specific operation and maintenance provisions for
equipment and facilities used to provide Interconnection. Operation
and maintenance of equipment in Virtual Collocation shall be in
accordance with the provisions of Attachment 3.
<PAGE>
PART V: PRICING
---------------
40. GENERAL PRINCIPLES
------------------
40.1 All services currently provided hereunder, including resold Local
Services, Network Elements and Combinations, Interconnection Services
and any new and additional services or Network Elements to be provided
hereunder shall be priced in accordance with all applicable provisions
of the Act and any final and effective rules and orders of the FCC and
any state public utility commission having jurisdiction over this
Agreement.
41. PRICE SCHEDULES
---------------
41.1 LOCAL SERVICE RESALE
The prices to be charged to AT&T for Local Services, shall be
calculated using the avoided cost discount applicable for GTE in the
State determined on the basis of the retail rate charged to
subscribers for the telecommunications service requested, as further
specified in Attachment 14.
41.1.1 NON-RECURRING CHARGES
GTE will charge non-recurring charges in accordance with Attachment
14. For local services, such rates shall be the retail rate less the
applicable avoided cost discount for the State. For unbundled network
elements, the applicable TELRIC based rates will be established in the
OANAD proceeding. Until that time, the Parties shall use the
memorandum accounting procedures established for tracking local number
portability.
41.2 UNBUNDLED NETWORK ELEMENTS
The prices charged to AT&T for Unbundled Network Elements shall be as
further specified in Attachment 14 and shall be nondiscriminatory.
41.3 INTERCONNECTION
41.3.1 GTE will make interconnection arrangements available at all tandem
switching and end office switching locations. At the discretion of
AT&T, local interconnection may be accomplished via one-way local
trunks, or two-way local trunks, or AT&T may choose to deliver both
Local Traffic and lntraLATA toll traffic over the same trunk group(s).
With respect to the latter scenario, AT&T will have to provide an
available Percent Local Usage (PLU) to facilitate billing if it
desires application of the local interconnection rate.
41.3.2 Mutual Compensation for exchange of traffic shall initially be paid on
a "bill and keep" basis. Six months after the Effective Date, either
GTE or AT&T
<PAGE>
Page 57
may demand that compensation due both Parties for the exchange of
local traffic be calculated based upon actual local exchange traffic
volumes. If either Party so elects, the Parties shall determine the
compensation owed in accordance with Attachment 14.
41.3.3 AT&T shall pay GTE (or other third party) the TELRIC based rate shown
on Appendix 1 to Attachment 14 associated with the tandem switching
function where local calls originated by an AT&T customer traverse a
GTE (or other third party) tandem switch to be completed to another
ALEC.
41.3.4 Compensation for the termination of toll traffic and the origination
of 800 traffic between the interconnecting Parties shall equal the
applicable interexchange access charges.
41.3.5 Standard meet point billing arrangements shall apply when the
completion of a toll call involves both GTE and AT&T facilities.
41.3.6 In the event a toll call is completed through an interim number
portability arrangement (e.g., remote call forwarding, flexible DID,
etc.) to a Customer of the new Carrier of Record, the new Carrier of
Record is entitled to applicable end office terminating switched
access charges (e.g., local switching, line termination, carrier
common line, residential interconnection charge, etc.) The company
forwarding the call will be considered to be adequately compensated
through the chrges it receives for porting the number.
42. CUSTOMIZED ROUTING
------------------
AT&T will pay GTE for the functionality and features required for GTE
to route to AT&T's platforms calls from AT&T's local exchange
customers for operator services, directory assistance, and repair
services. The amount of such payment shall be determined based upon
the costs GTE incurs to modify its local switch or access tandem to
provide such routing for AT&T. GTE shall present in the OANAD docket
or such other proceeding as the Commission may order, the costs it
will incur to provide such routing, and the Commission will determine
in such proceeding the amount of such costs which should be paid by
AT&T and the method of payment.
<PAGE>
Page 58
In witness whereof, the Parties have executed this Agreement through their
authorized representatives.
GTE California Incorporated AT&T Communications of California, Inc.
By:_______________________________ By: /s/ Lois A. Hedg-Peth
-------------------------------------
Signature Signature
LOIS A. HEDG-PETH
__________________________________ ----------------------------------------
Name Name
VICE PRESIDENT-PACIFIC STATES
__________________________________ ----------------------------------------
Title Title LOCAL SERVICE ORGANIZATION
January 23 1997
__________________________________ ----------------------------------------
Date Date
<PAGE>
In witness whereof, the Parties have executed this Agreement through their
authorized representatives.
GTE California Incorporated** AT&T Communications of California, Inc.
By: /s/ Donald W. McLeod By:_____________________________________
----------------------------
Signature Signature
Donald W. McLeod
- -------------------------------
Name ________________________________________
Vice President-Local Name
Competition/Interconnection
- -------------------------------
Title ________________________________________
Title
1-23-97
- -------------------------------
Date ________________________________________
Date
**GTE California does not consent to this purported agreement (which does not
comply with the federal Telecommunications Act of 1996) and does not authorize
any of its representatives to consent to it. The signature of a GTE
representative has been placed on this document only under the duress of an
order of the Public Utilities Commission of the State of California requiring
such signature.
<PAGE>
ATTACHMENT 1
------------
ALTERNATIVE DISPUTE RESOLUTION
------------------------------
TABLE OF CONTENTS
-----------------
<TABLE>
<S> <C>
1. PURPOSE............................................................. 1
2. EXCLUSIVE REMEDY.................................................... 1
3. INFORMAL RESOLUTION OF DISPUTES..................................... 2
4. INITIATION OF AN ARBITRATION........................................ 4
5. GOVERNING RULES FOR ARBITRATION..................................... 4
6. APPOINTMENT AND REMOVAL OF ARBITRATOR............................... 4
7. DUTIES AND POWERS OF THE ARBITRATOR................................. 5
8. DISCOVERY........................................................... 6
9. PRIVILEGES.......................................................... 6
10. LOCATION OF HEARING................................................. 6
11. DECISION............................................................ 6
12. FEES................................................................ 7
13. CONFIDENTIALITY..................................................... 7
14. SERVICE OF PROCESS.................................................. 8
</TABLE>
Appendix 1 Procedures for Resolution of Service-Affecting Disputes
<PAGE>
Attachment 1
Page 1
ALTERNATIVE DISPUTE RESOLUTION
------------------------------
1. PURPOSE
-------
This Attachment 1 is intended to provide for the expeditious,
economical, and equitable resolution of disputes between GTE and AT&T
arising under this Agreement, and to do so in a manner that permits
uninterrupted, high quality services to be furnished to each Party's
customers.
2. EXCLUSIVE REMEDY
----------------
2.1 Negotiation and arbitration under the procedures provided herein shall
be the exclusive remedy for all disputes between GTE and AT&T arising
out of this Agreement or its breach. GTE and AT&T agree not to resort
to any court, agency, or private group with respect to such disputes
except in accordance with this Attachment.
2.1.1 If, for any reason, certain claims or disputes are deemed to be non-
arbitrable, the non-arbitrability of those claims or disputes shall in
no way affect the arbitrability of any other claims or disputes.
2.1.2 If, for any reason, the FCC or any other federal or state regulatory
agency exercises jurisdiction over and decides any dispute related to
this Agreement or to any GTE Tariff and, as a result, a claim is
adjudicated in both an agency proceeding and an arbitration proceeding
under this Attachment 1, the following provisions shall apply:
2.1.2.1 To the extent required by law, the agency ruling shall be binding upon
the parties for the limited purposes of regulation within the
jurisdiction and authority of such agency.
2.1.2.2 The arbitration ruling rendered pursuant to this Attachment 1 shall be
binding upon the parties for purposes of establishing their respective
contractual rights and obligations under this Agreement, and for all
other purposes not expressly precluded by such agency ruling.
2.1.3 Nothing in this Attachment 1 shall limit the right of either GTE or
AT&T to obtain provisional remedies (including injunctive relief from
a court before, during or after the pendency of any arbitration
proceeding brought pursuant to this Attachment 1. However, once a
decision is reached by the Arbitrator, such decision shall supersede
any provisional remedy.
3. INFORMAL RESOLUTION OF DISPUTES
-------------------------------
3.1 Prior to initiating an arbitration pursuant to the American
Arbitration Association ("AAA") rules, as described below, the Parties
to this
<PAGE>
Attachment 1
Page 2
Agreement shall submit any dispute between GTE and AT&T for
resolution to an Inter-Company Review Board consisting of one
representative from AT&T at the Director-or-above level and one
representative from GTE at the Vice-President-or-above level (or
at such lower level as each Party may designate). The dispute
will be submitted by either Party giving written notice to the
other Party, consistent with the notice requirements of this
Agreement, that the Party intends to initiate the Informal
Resolution of Disputes process. The notice shall define the
dispute to be resolved. The Parties may use a mediator to help
informally settle a dispute.
The initial representatives of each Party shall be as follows:
AT&T
----
Lois Hedg-peth
Vice President - AT&T
795 Folsom Street
San Francisco, CA 94107
Telephone: 415/442-3020
Telecopier: 415/442-5422
GTE
---
Jenny M. Wong
Regional Director - Regulatory Planning & Industry Affairs
1 GTE Place CA50OGF
Thousand Oaks, CA 91362
Telephone: (need telephone number)
Telecopier: 805/372-7361
A representative shall be entitled to appoint a delegee to act
in his or her place as a Party's representative on the Inter-
Company Review Board for any specific dispute brought before the
Board.
3.2 The Parties may enter into a settlement of any dispute at any
time. The Settlement Agreement shall be in writing, and shall
identify how the Arbitrator's or mediator's fee for the
particular proceeding, if any, will be apportioned.
3.3 At no time, for any purposes, may a Party introduce into
evidence or inform the Arbitrator appointed under Section 6
below of any statement or other action of a Party in connection
with negotiations between the Parties pursuant to the Informal
Resolution of Disputes provision of this Attachment 1.
<PAGE>
Attachment 1
Page 3
3.4 By mutual agreement, the Parties may agree to submit a dispute
to mediation prior to initiating arbitration.
4. INITIATION OF AN ARBITRATION
----------------------------
If the Inter-Company Review Board is unable to resolve a non-
service affecting dispute within thirty (30) days (or such
longer period as agreed to in writing by the Parties) of such
submission, and the Parties have not otherwise entered into a
settlement of their dispute, the Parties shall initiate an
arbitration in accordance with the AAA rules. Any dispute over
a matter which directly affects the ability of a Party to
provide high quality services to its customers will be governed
by the procedures described in Appendix 1 to this Attachment 1.
GOVERNING RULES FOR ARBITRATION
-------------------------------
The rules set forth below and the rules of Commercial
Arbitrations of the AAA shall govern all arbitration proceedings
initiated pursuant to this Attachment; however, such arbitration
proceedings shall not be conducted under the auspices of the AAA
unless the Parties mutually agree. Where any of the rules set
forth herein conflict with the rules of the AAA, the rules set
forth in this Attachment shall prevail.
6. APPOINTMENT AND REMOVAL OF ARBITRATOR
-------------------------------------
6.1 Within forty-five (45) days following the Effective Date of this
Agreement, the Parties will appoint three (3) arbitrators,
(each, an "Arbitrator"), each of whom will have experience in
the field of telecommunications and each of whom shall serve for
the full term of this Agreement, unless removed pursuant to
Section 6.3 of this Attachment 1. Each of the three appointments
will be made by mutual agreement in writing within the indicated
forty-five (45) day period. Each of the three Arbitrators so
appointed shall receive an assignment designation number (1, 2
or 3) and shall be assigned in that sequence to disputes that
are subject to this Attachment 1. In the event that any of the
three Arbitrators so appointed resigns or is removed pursuant
to Section 6.3 of this Attachment 1, or becomes unable to
discharge his or her duties, the Parties shall, by mutual
written agreement, appoint a replacement Arbitrator within
thirty (30) days after such resignation, removal or inability.
Matters pending before the departed or disabled Arbitrator shall
be assigned not to this replacement Arbitrator, but as provided
---
in Section 6.4 below. New matters will be assigned to this
replacement Arbitrator in accordance with the procedure set out
above in this Section 6.l.
6.2 For each dispute submitted for arbitration under this Agreement,
the Parties shall assign a sole Arbitrator from the panel of
three referred to in the preceding Section 6.1, in accordance
with the assignment designation sequence therein described.
Each such appointment shall be made
<PAGE>
Attachment 1
Page 4
within ten (10) days of the expiration under Section 4 of the
applicable Inter-Company Review Board review period. Insofar as common
issues arise concerning more than one Interconnection, Resale and
Unbundling Agreement signed between an AT&T Affiliate and a GTE
Affiliate, the Parties agree that such common issues will be combined
and submitted to the same Arbitrator for resolution.
6.3 The Parties may, by mutual written agreement, remove an Arbitrator at
any time, and shall provide prompt written notice of removal to such
Arbitrator. Notwithstanding the foregoing, any Arbitrator may be
removed at any time unilaterally by either Party as permitted in the
rules of the AAA. Furthermore, upon (30) days prior written notice to
the Arbitrator and to the other Party, a Party may remove an
Arbitrator with respect to future disputes which have not been
submitted to arbitration in accordance with the requirements of
Section 4 of this Attachment 1, as of the date of such notice.
6.4 In the event that an Arbitrator resigns, or is removed pursuant to
Section 6.3 of this Attachment 1, or becomes unable to discharge his
or her duties, or is otherwise unavailable, any matters then pending
before that departing or disabled Arbitrator will be assigned to the
incumbent Arbitrator with the next assignment designation number. This
assignment will be made effective by written notice of the Parties to
be provided within ten (10) days following the aforementioned
resignation, removal or notice of unavailability.
6.5 In the event that the Parties do not appoint an Arbitrator or
replacement Arbitrator within the time periods prescribed in Section
6.1 of this Attachment 1, either Party may apply to AAA for
appointment of such Arbitrator. Prior to filing an application with
the AAA, the Party filing such application shall provide ten (10) days
prior written notice to the other Party to this Agreement.
7. DUTIES AND POWERS OF THE ARBITRATOR
-----------------------------------
7.1 The Arbitrator shall receive complaints and other permitted pleadings,
oversee discovery, administer oaths and subpoena witnesses pursuant
to the United States Arbitration Act, hold hearings, issue decisions,
and maintain a record of proceedings. The Arbitrator shall have the
power to award any remedy or relief that a court with jurisdiction
over this Agreement could order or grant, including, without
limitation, the awarding of damages, pre-judgment interest, specific
performance of any obligation created under the Agreement, issuance of
an injunction, or imposition of sanctions for abuse or frustration of
the arbitration process, except that the Arbitrator may not award
punitive damages or any remedy rendered unavailable to the Parties
pursuant to Section 10.3 of the General Terms and Conditions of this
Agreement.
<PAGE>
Attachment 1
Page 5
7.2 The Arbitrator shall not have the authority to limit, expand, or
otherwise modify the terms of this Agreement.
8. DISCOVERY
---------
GTE and AT&T shall attempt, in good faith, to agree on a plan
for document discovery. Should they fail to agree, either GTE
or AT&T may request a joint meeting or conference call with the
Arbitrator. The Arbitrator shall resolve any disputes between
GTE and AT&T, and such resolution with respect to the scope,
manner, and timing of discovery shall be final and binding.
9. PRIVILEGES
----------
Although conformity to certain legal rules of evidence may not
be necessary in connection with arbitrations initiated pursuant
to this Attachment, the Arbitrator shall, in all cases, apply
the attorney-client privilege and the work product immunity
doctrines.
10. LOCATION OF HEARING
-------------------
Unless both Parties agree otherwise, any hearings shall take
place in Dallas, Texas.
11, DECISION
--------
11.1 Except as provided below, the Arbitrator's decision and award
shall be final and binding, and shall be in writing and shall
set forth the Arbitrator's reasons for decision unless the
Parties mutually agree to waive the requirement of a written
opinion. Judgment upon the award rendered by the Arbitrator may
be entered in any court having jurisdiction thereof. Either
Party may apply to the United States District Court for the
district in which the hearing occurred for an order enforcing
the decision.
11.2 A decision of the Arbitrator shall not be final in the following
situations:
a) a Party appeals the decision of the Commission or FCC,
and the matter is within the jurisdiction of the
Commission or FCC, provided that the agency agrees to
hear the matter;
b) the dispute concerns the misappropriation or use of
intellectual property rights of a Party, including, but
not limited to, the use of the trademark, tradename,
trade dress or service mark of a Party, and the
decision appealed by a Party to a federal or state
court with jurisdiction over the dispute.
<PAGE>
Attachment 1
Page 6
11.3 Each Party agrees that any permitted appeal must be commenced
within thirty (30) days after the Arbitrator's decision in the
arbitration proceedings is issued. In the event of an appeal, a
Party must comply with the results of the arbitration process
during the appeal process.
12. FEES
----
12.1 Unless otherwise mutually agreed in writing, each Arbitrator's
fees and expenses shall be shared equally between the Parties;
provided, however, that in the arbitration of any particular
dispute either Party may request that all fees and expenses
directly related to that arbitration matter be imposed on the
other Party, and the Arbitrator shall have the power to grant
such relief, in whole or in part.
12.2 In an action to enforce or confirm a decision of the Arbitrator,
the prevailing Party shall be entitled to its reasonable
attorneys' fees, and costs, consistent with the local rules of
the district in which the suit could have been brought.
13. CONFIDENTIALITY
---------------
13.1 GTE, AT&T, and the Arbitrator will treat the arbitration
proceeding, including the hearings and conferences, discovery,
or other related events, as confidential, except as necessary in
connection with a judicial challenge to, or enforcement of, an
award, or unless otherwise required by an order or lawful
process of a court or governmental body.
13.2 In order to maintain the privacy of all arbitration conferences
and hearings, the Arbitrator shall have the power to require the
exclusion of any person, other than a party, counsel thereto, or
other essential persons.
13.3 To the extent that any information or materials disclosed in the
course of an arbitration proceeding contains proprietary or
confidential Information of either Party, it shall be
safeguarded in accordance with Section 17 of this Agreement.
However, nothing in Section 17 of this Agreement shall be
construed to prevent either Party from disclosing the other
Party's Information to the Arbitrator in connection with or in
anticipation of an arbitration proceeding. In addition, the
Arbitrator may issue orders to protect the confidentiality of
proprietary information, trade secrets, or other sensitive
information.
14. SERVICE OF PROCESS
------------------
14.1 Service may be made by submitting one copy of all pleadings and
attachments and any other documents requiring service to each
Party and one copy to the Arbitrator. Service shall be deemed
made (i) upon receipt
<PAGE>
Attachment 1
Page 7
if delivered by hand; (ii) after three (3) business days if sent
by first class certified U.S. mail; (iii) the next business day
if sent by overnight courier service; (iv) upon confirmed receipt
if transmitted by facsimile. If service is by facsimile, a copy
shall be sent the same day by hand delivery, first class U.S.
mail, or overnight courier service.
14.2 Service by AT&T to GTE and by GTE to AT&T at the address
designated for delivery of notices in this Agreement shall be
deemed to be service to GTE or AT&T, respectively. The initial
address for delivery of notices is specified in Subsection 3
above.
<PAGE>
Attachment 1
Appendix 1
Page 1
APPENDIX I TO ATTACHMENT 1
ALTERNATIVE DISPUTE RESOLUTION
------------------------------
PROCEDURE FOR RESOLUTION OF SERVICE-AFFECTING DISPUTES
------------------------------------------------------
1. PURPOSE.
-------
This Appendix 1 describes the procedures for an expedited resolution of
disputes between GTE and AT&T arising under this Agreement which directly
affect the ability of a Party to provide uninterrupted, high quality
services to its customers and which cannot be resolved using the procedures
for informal resolution of disputes contained in Attachment 1 to the
Agreement.
Except as specifically provided in this Appendix 1 to Attachment 1, the
provisions of Attachment 1 shall apply.
2. INITIATION OF AN ARBITRATION.
----------------------------
a) If the Inter-Company Review Board is unable to resolve a service
affecting dispute within two (2) business days (or such longer period as
agreed to in writing by the Parties) of such submission, and the Parties
have not otherwise entered into a settlement of their dispute, a Party may
initiate an arbitration in accordance with the requirements of this
Appendix 1 to Attachment 1. However, in the sole discretion of the Party
which submitted the dispute to the Inter-Company Review Board, the dispute
may be arbitrated in accordance with the general procedures described in
Attachment 1 rather than the expedited procedures of this Appendix 1 to
Attachment 1.
b) A proceeding for arbitration will be commenced by a Party
("Complaining Party") filing a complaint with the Arbitrator and
simultaneously serving a copy on the other Party ("Complaint").
c) Each Complaint will concern only the claims relating to an act or
failure to act (or series of related acts or failures to act) of a Party
which affect the Complaining Party's ability to offer a specific service
(or group or related services) to its customers.
A Complaint may be in letter or memorandum form and must specifically
describe the action or inaction of a Party in dispute and identify with
particularity how the complaining Party's service to its customers is
affected.
<PAGE>
Attachment 1
Appendix 1
Page 2
3. RESPONSE TO COMPLAINT.
---------------------
A response to the Complaint must be filed within five (5) business days
after service of the Complaint.
4. REPLY TO COMPLAINT.
------------------
A reply is permitted to be filed by the Complaining Party within three (3)
business days of service of the response. The reply must be limited to
those matters raised in the response.
5. DISCOVERY.
---------
The Parties shall cooperate on discovery matters as provided in Section 8
of Attachment 1, but following expedited procedures.
6. HEARING.
-------
a) The Arbitrator will schedule a hearing on the Complaint to take place
within twenty (20) business days after service of the Complaint.
However, if mutually agreed to by the parties, a hearing may be waived
and the decision of the Arbitrator will be based upon the papers filed
by the Parties.
b) The hearing will be limited to four (4) days, with each Party allocated
no more than two (2) days, including cross examination by the other
Party, to present its evidence and arguments. For extraordinary
reasons, including the need for extensive cross-examination, the
Arbitrator may allocate more time for the hearing.
In order to focus the issues for purposes of the hearing, to present
initial views concerning the issues, and to facilitate the presentation
of evidence, the Arbitrator has the discretion to conduct a telephone
prehearing conference at a mutually convenient time, but in no event
later than three (3) days prior to any scheduled hearing.
Each Party may introduce evidence and call witnesses it has previously
identified in its witness and exhibit lists. The witness and exhibit
lists must be furnished to the other Party at least three (3) days
prior to commencement of the hearing. The witness list will disclose
the substance of each witness' expected testimony. The exhibit list
will identify by name (author and recipient), date, title and any other
identifying characteristics the exhibits to be used at the arbitration.
Testimony from witnesses not listed on the witness list or exhibits not
listed on the exhibit list may not be presented in the hearing.
<PAGE>
Attachment 1
Appendix 1
Page 3
c) The parties will make reasonable efforts to stipulate to
undisputed facts prior to the date of the hearing.
d) Witnesses will testify under oath and a complete transcript of
the proceeding, together with all pleadings and exhibits, shall
be maintained by the Arbitrator.
7. DECISION.
---------
a) The Arbitrator will issue and serve his or her decision on the
Parties within five (5) business days of the close of the hearing
or receipt of the hearing transcript, whichever is later.
b) The Parties agree to take the actions necessary to implement the
decision of the Arbitrator immediately upon receipt of the
decision.
<PAGE>
ATTACHMENT 2
------------
SERVICE DESCRIPTION: UNBUNDLED NETWORK ELEMENTS
-----------------------------------------------
TABLE OF CONTENTS
-----------------
1. INTRODUCTION...................................................... 2
2. NETWORK INTERFACE DEVICE.......................................... 2
3. LOOP.............................................................. 5
4. LOCAL SWITCHING................................................... 21
5. OPERATOR SYSTEMS.................................................. 27
6. DIRECTORY SERVICE................................................. 29
7. COMMON TRANSPORT.................................................. 30
8. DEDICATED TRANSPORT............................................... 33
9. SIGNALING LINK TRANSPORT.......................................... 42
10. SIGNALING TRANSFER POINTS (STPS).................................. 43
11. SERVICE CONTROL POINTS/DATABASES.................................. 48
12. TANDEM SWITCHING.................................................. 57
13. ADDITIONAL REQUIREMENTS........................................... 60
<PAGE>
Attachment 2
Page 2
SERVICE DESCRIPTION: UNBUNDLED NETWORK ELEMENTS
-----------------------------------------------
1. INTRODUCTION
This Attachment sets forth the descriptions and requirements for
unbundled network elements that GTE agrees to offer to AT&T under this
Agreement. Throughout this Agreement and its Attachments, various
diagrams are used. These diagrams are illustrative only, and in the
event of any disagreement between the diagram and the words of this
Agreement, the words of this Agreement shall control.
2. NETWORK INTERFACE DEVICE
2.1. Definition:
The Network Interface Device (NID) is a single-line termination device
or that portion of a multiple-line termination device required to
terminate a single line or circuit. The fundamental function of the
NID is to establish the official network demarcation point between a
carrier and its end-user customer. The NID generally features two
independent chambers or divisions which separate the service
provider's network from the customer's inside wiring. Each chamber or
division contains the appropriate connection points or posts to which
the service provider and the end-user customer each make their
connections. The NID provides a protective ground connection, and is
capable of terminating cables such as twisted pair cable.
2.1 1. With respect to multiple-line termination devices, AT&T shall specify
the quantity of NIDs it requires within such device.
<PAGE>
Attachment 2
Page 3
Figure 1 shows a schematic of a NID.
Inside Wiring & NETWORK Distribution Media
--------------- ------- ------------------
CRE INTERFACE
--- ---------
Twisted Pair Drop
Ground Smart-Jack TI Line
Two or Four Wire Connection
Figure 1 - Network Interface Device
2.1.2. Technical Requirements
2.1.2-1. The Network Interface Device shall provide a clean, accessible
point of connection for the inside wiring and for the
Distribution Media and shall maintain a connection to ground that
meets the requirements set forth below.
2.1.2.2. The NID shall be capable of transferring electrical analog or
digital signals between the customer's inside wiring and the
Distribution Media.
2.1.2.3. All NID posts or connecting points shall be in place, secure,
usable and free of any rust or corrosion. The protective ground
connection shall exist and be properly installed. The ground wire
will also be free of rust or corrosion and have continuity
relative to ground.
2.1.2.4. The NID shall be capable of withstanding all normal local
environmental variations.
2.1.2.5. Where the NID is not located in a larger, secure cabinet or
closet, the NID shall be protected from physical vandalism. The
NID shall be physically accessible to AT&T designated personnel
and GTE will identify the cable pair used for the particular
service which will be replaced by AT&T. In cases where entrance
to the customer
<PAGE>
Attachment 2
Page 4
premises is required to give access to the NID, AT&T shall obtain
entrance permission directly from the customer.
2.1.2.6. GTE shall offer the NID together with, and separately from the
Loop or Loop Distribution Media component of the Loop.
2.1.3. Interface Requirements
2.1.3.1. AT&T shall be permitted to connect its own Loop directly to GTE's
NID in cases in which AT&T uses its own facilities to provide
local service to an end user formerly served by GTE, as long as
such direct connection does not adversely affect GTE's network.
In order to minimize any such adverse effects, AT&T shall follow
the procedures in Sections 2.1.3.2 and 2.1.3.3.
2.1.3.2. When connecting its own loop facility directly to GTE's NID for a
residence or business customer, AT&T must make a clean cut on the
GTE drop wire at the NID so that no bare wire is exposed. AT&T
shall not remove or disconnect GTE's drop wire from the NID or
take any other action that might cause GTE's drop wire to be left
lying on the ground.
2.1.3.3. At multi-tenant customer locations, AT&T must remove the jumper
wire from the distribution block (i.e. the NID) to the GTE cable
termination block. If AT&T cannot gain access to the cable
termination block, AT&T must make a clean cut at the closest
point to the cable termination block. At AT&T's request and
discretion, GTE will determine the cable pair to be removed at
the NID in multi-tenant locations. AT&T will compensate GTE for
the trip charge necessary to identify the cable pair to be
removed.
2.1.3.4. GTE agrees to offer NIDs for lease to AT&T, but not for sale.
AT&T may remove GTE identification from any NID which it connects
to an AT&T loop, but AT&T may not place its own identification on
such NID.
2.1.3.5. NID to NID Connection. Rather than connecting its loop directly
---------------------
to GTE's NID, AT&T may also elect to install its own NID and
effect a NID to NID connection to gain access to the end user's
inside wiring.
2.1.3.6. Removal of Cable Pairs. Removal from the NID of existing cable
----------------------
pairs required for AT&T to terminate service is the
responsibility of AT&T.
2.1.3.7. Maintenance/Liability. Sections 2.1.3.8 through 2.1.3.11 outline
---------------------
AT&T's responsibilities when leasing NIDs from GTE.
<PAGE>
Attachment 2
Page 5
2.1.3.8. GTE is responsible for the maintenance of the NID when it is
leased as part of the unbundled loop.
2.1.3.9. GTE is not responsible for any damage to AT&T's customer's
interior wiring, station apparatus, or physical harm to the
dwelling or persons resulting from over-voltage intrusion from
AT&T's cable facilities.
2.1.3.10. When AT&T no longer wishes to lease the GTE NID, AT&T is
responsible for ensuring that this equipment is left in proper
working order.
2.1.3.11. When AT&T discontinues the use of the NID, GTE will perform a
physical inspection of the NID prior to reconnection to a GTE
customer and charge AT&T for any corrective maintenance which may
be required.
2.1.4. The Network Interface Device shall be provided to AT&T in
accordance with the following technical references:
2.1.4.1. Bellcore Technical Advisory TA-TSY-000120 "Customer Premises or
Network Wire";
2.1.4.2. Bellcore Generic Requirement GR-49-CORE "Generic Requirements for
Outdoor Telephone Network Interface Devices";
2.1.4.3. Bellcore Technical Requirement TR-NWT-00239 "Indoor Telephone
Network Interfaces";
2.1.4 4. Bellcore Technical Requirement TR-NWT-000937 "Generic
Requirements for Outdoor and Indoor Building Entrance"; and
2.1.4.5. Bellcore Technical Requirement TR-NWT-000133 "Generic
Requirements for Network Inside Wiring."
3. LOOP
3.1. Definition:
A "Loop" is a transmission facility between the main distribution
frame (cross-connect), or functionally comparable piece of
equipment in a GTE end office or wire center to a demarcation,
connector block or network interface device at a customer's
premises. Loop types include, but are not limited to, two-wire
and four-wire copper analog voice-grade loops, two-wire and four-
wire loops that are conditioned to transmit analog and digital
signals needed to provide, for example, ISDN, ADSL, HDSL, and DS-
1 level signals, DS-1 loops, Coax loops and Fiber loops. A Loop
is composed of the following Sub-Loop Elements, to the extent
that
<PAGE>
Attachment 2
Page 6
each is physically existent in the GTE network where the Loop is
ordered and the Network Interface Device (NID). The Sub-Loop
Elements are defined in detail below:
Loop Distribution Media
Loop Concentrator/Multiplexer
Loop Feeder
3.1.1. Requirements:
3.1.1.1. Basic Loop. The Basic Loop is a 2-wire copper facility or
functional equivalent which will meet industry standard
specifications for Voice Frequency transmission. The Basic Loop
may include load coils, bridge taps, etc., or may include carrier
derived facility components (i.e. pair gain applications, loop
concentrator/multiplexers). The Basic Loop will be designed
within industry design parameters with a loop loss (from customer
to MDF) which does not exceed 10 dB and with a noise level less
than 30 dbmC. For loaded loops, the Bridge Tap and End section
will be between 3 and 12 kFt.
3.1.1.2. Special Conditioning Requirements. The Basic Loop will be
provided to AT&T at parity with GTE customers and will comply
with the specifications noted in this Section 3.l. Transmission
of signaling messages or tones not provided by these
specifications will be provided to AT&T, as agreed between AT&T
and GTE. When placing an order for unbundled Loop and Sub-Loop
elements, AT&T will notify GTE of any special requirements.
Special conditioning to provide such requirements will be
provided on a case-by-case basis, if technically feasible. AT&T
agrees to bear the cost of any such special conditioning. Types
of Loops which may require such conditioning include 2W/4W PABX
Trunks, 2W/4W voice grade private line and foreign exchange
lines, 4W digital data (2.4Kbps through 64Kbps), etc.
3.1.1.3. ISDN BRI Loops. Upon request by AT&T, GTE will provide 2W loops
capable of transmitting ISDN data rates, where technically
feasible. For Loops up to 18,000 feet from the MDF to the
customer, the Loops will be designed within industry design
parameters with a loss not to exceed 42 dB at 4OkHz. Bridge taps
will not exceed 2,500 feet with no single bridge tap greater than
2,000 feet. Customers located greater than 18,000 feet from the
MDF will require special Loop provisioning at an additional
charge.
<PAGE>
Attachment 2
Page 7
3.1.1.4. 4-Wire DS-1 Loops/ISDN PRI. These Loops will be designed to
support a digital transmission rate of 1,544,000 bps. These Loops
will be designed within industry parameters and have no bridge
taps or load coils. These Loops will employ special line
treatment (span line repeaters, office terminating repeaters at
the GTE wire center, or similar technology).
3.1.1.5. Features, Functions, Attributes, Etc. To the degree possible, all
transport-based features, functions, service attributes, grades-
of-service, installation, maintenance and repair intervals that
apply to the bundled services will apply to the above unbundled
Loop.
3.1.1.6. All Loop facilities furnished by GTE on the premises of AT&T's
end users and up to the network interface or functional
equivalent are the property of GTE. GTE must have access to all
such facilities for network management purposes. GTE employees
and agents may enter said premises at any reasonable hour to test
and inspect such facilities in connection with such purposes or,
upon termination or cancellation of the Loop facility, to remove
such facility.
3.1.1.7. If AT&T leases Loops which are conditioned to transmit digital
signals, as a part of that conditioning, GTE will test the Loop
and provide recorded test results to AT&T. In maintenance and
repair cases, if loop tests are taken, GTE will provide any
recorded readings to AT&T at the time the trouble ticket is
closed in the same manner as GTE provides to itself and its end
users.
3.1.1.8. AT&T may order a copper twisted pair Loop even in instances where
the Loop for services that GTE offers is other than a copper
facility.
3.1.2. Unbundled Loop Facility Certification
3.1.2.1. Before deploying any service enhancing copper cable technology
(e.g., HDSL, ISDN, etc.) over unbundled 2-wire analog voice grade
loops provided by GTE, AT&T shall notify GTE of such intentions
to enable GTE to assess the loop transport facilities to
determine whether there are any existing copper cable loop
transport technologies (e.g., analog carrier, etc.) deployed
within the same cable sheath that would be interfered with if
AT&T deployed the proposed service enhancing copper cable
technology. If there are existing copper cable loop transport
technologies already deployed within the same cable sheath, or if
GTE already has specific planned projects to deploy copper cable
loop transport technologies within the next six months for which
it can demonstrate a specific commitment by producing detailed
engineering plans, GTE will so inform AT&T and AT&T shall not be
<PAGE>
Attachment 2
Page 8
permitted to deploy such service enhancing copper cable
technologies.
3.1.2.1.1. If AT&T fails to notify GTE of its plans to deploy service
enhancing copper cable technology and obtain prior certification
from GTE of the facilities, and if AT&T's deployment of such
technology is determined to have caused interference with
existing or planned copper cable loop transport technologies
deployed by GTE in the same cable sheath, AT&T will immediately
remove such service enhancing copper cable technology and shall
reimburse GTE for all incurred expense related to this
interference.
3.1.2.2. Prior to GTE deploying service enhancing copper cable technology,
AS described above, GTE will validate, through a search of its
facility assignment records, that AT&T has not deployed
technologies within the same cable sheath that would be
interfered with those planned by GTE. Should such incompatibility
exist, GTE will not deploy such technology that would interfere
with those already deployed by AT&T.
3.1.2.2.1. Should GTE deploy service enhancing copper technology which is
determined to interfere with technology previously deployed by
AT&T, and AT&T can demonstrate that it had complied with GTE's
Unbundled Loop Facility Certification procedure, GTE will remove
their technology from the cable sheath, and reimburse AT&T for
all incurred expenses related to this interference.
3.1.3. Unbundled Loop Facility Reservation. GTE and AT&T may each
reserve for up to 6 (six) months the right to deploy within GTE's
network copper cable loop transport technology for specific
projects for which a party can demonstrate a specific commitment
by producing detailed engineering plans.
3.1.4. Requirements:
Specific Loops as described in Sections 3.1.1.1 through 3.1.1.4
are capable of transmitting signals for the following services
(as needed by AT&T to provide end-to-end service capability to
its end-user customer):
1. 2-wire voice grade basic telephone services;
2. 2-wire ISDN;
3. 2-wire Centrex;
4. 2 and 4-wire PBX lines or trunks;
<PAGE>
Attachment 2
Page 9
5. 2 and 4-wire voice grade private lines and foreign
exchange lines;
6. 4-wire digital data (2.4kbps through 64Kbps and n
times 64Kbps) (where n less than 24); and
7. 4-wire DS1 (switched or private line).
3.1.5. Additional Requirements for Loop Where Integrated Digital Loop
Carrier Systems are being Used. If GTE uses Integrated Digital
Loop Carrier (DLCs) systems to provide local loop, GTE will make
alternative arrangements to permit AT&T to order a contiguous
unbundled Loop. These arrangements may include the following:
provide AT&T with copper facilities or universal DLC that are
acceptable to AT&T, deploy Virtual Remote Terminals, allow AT&T
to purchase the entire Integrated DLC, or convert integrated DLCs
to non-integrated systems.
3.2. Loop Distribution Media
3.2.1. Definition:
3.2.1.1. Loop Distribution Media provides connectivity between the NID and
the terminal block on the customer-side of a Feeder Distribution
Interface (FDI). The FDI is a device that terminates the Loop
Distribution Media and the Loop Feeder, and cross-connects them
in order to provide a continuous transmission path between the
NID and a telephone company central office.
3.2.1.2. In some instances, AT&T shall require a copper twisted pair
Distribution Media in instances where the Loop Distribution Media
for services that GTE offers is other than a copper facility.
3.2.2. Requirements:
3.2.2.1. GTE will provide to AT&T Loop Distribution Media of the same
condition that exists for the current GTE customer.
3.2.2.2. Loop Distribution Media shall be capable of transmitting signals
for the following services (as needed by AT&T to-provide end-to-
end service capability to its customer), subject to the
conditions listed in Section 3.2.2.2.8:
3.2.2.2.1. 2-wire voice grade basic telephone services;
3.2.2.2.2. 2-wire ISDN;
3.2.2.2.3. 2-wire CENTRANET;
<PAGE>
Attachment 2
Page 10
3.2.2.2.4. 2 and 4-wire PBX lines or trunks;
3.2.2.2.5. 2 and 4-wire voice grade private lines and foreign exchange
lines;
3.2.2.2.6. 4-wire digital data (2.4Kbps through 64Kbps and n times
64Kbps (where n is less than 24); and
3.2.2.2.7. 4-wire DS1 (switched or private line).
3.2.2.2.8. Special conditioning (e.g. data conditioning or special
performance parameters) may be requested by AT&T and will
be provided on a case-by-case basis if technically
feasible, and if AT&T agrees to bear the cost of any
special work required to meet AT&T's requirements.
3.2.2.3. Loop Distribution Media shall transmit all signaling
messages or tones. Where the Loop Distribution Media
includes any active elements that terminate any of the
signaling messages or tones, these messages or tones shall
be reproduced by the Loop Distribution Media at the
interfaces to an adjacent Network Element in a format that
maintains the integrity of the signaling messages or tones.
3.2.2.4. Loop Distribution Media shall support available functions
associated with provisioning, maintenance and testing of
the Loop Distribution Media itself, as well as provide
necessary access to provisioning, maintenance and testing
functions for Network Elements to which it is associated.
3.2.2.5. Loop Distribution Media shall provide available performance
monitoring of the Loop Distribution Media itself, as well
as provide necessary access for performance monitoring for
Network Elements to which it is associated.
3.2.2.6. Loop Distribution Media shall be equal to or better than
all of the applicable requirements set forth in the
following technical references:
3.2.2.6.1. Bellcore TR-TSY-000057, "Functional Criteria for Digital
Loop Carrier Systems"; and,
3.2.2.6.2. Bellcore TR-NWT-000393, "Generic Requirements for ISDN
Basic Access Digital Subscriber Lines."
3.2.2.7. GTE shall perform all cross connections to the FDI as AT&T
may request from time to time in order to provide Network
Elements to AT&T in accordance with this Agreement.
<PAGE>
Attachment 2
Page 11
3.2.2.8. GTE shall offer Loop Distribution Media together with and
separately from the NID.
3.2.2.9. GTE is not responsible for the end-to-end performance of
the entire loop when GTE provides only the Loop
Distribution Media.
3.2.3. Additional Requirements for Special Copper Loop
Distribution Media
In addition to Loop Distribution Media that supports the
requirements in Section 3.2.2 (above), AT&T may designate
Loop Distribution Media to be copper twisted pair which are
unfettered by any intervening equipment (e.g., filters,
load coils, range extenders) so that AT&T can use these
loops for a variety of services by attaching appropriate
terminal equipment at the ends.
3.2.4. Additional Requirements for Fiber Loop Distribution Media
Fiber optic cable Loop Distribution Media shall be capable,
subject to Section 3.2.2.2.8, of transmitting signals for
the following services in addition to the ones under
Section 3.2.1.1 above:
3.2.4.1. DS3 rate private line service;
3.2.4.2. Optical SONET OCn rate private lines (where n is defined in
the technical reference in Section 3.3.8.4); and
3.2.4.3. Analog Radio Frequency based services (e.g., Cable
Television (CATV)).
3.2.5. Additional Requirements for Coaxial Cable Loop Distribution
Media
Coaxial cable (coax) Loop Distribution Media are generally
capable of transmitting signals for the following services
in addition to the ones under Section 3.2.2.2 above:
3.2.5.1. Broadband data, either one way or bi-directional; symmetric
or asymmetric, at rates between 1.5 Mb/s and 45 Mb/s; and
3.2.5.2. Analog Radio Frequency based services (e.g. CATV).
3.2.6. Interface Requirements
3.2.6.1. Signal transfers between the Loop Distribution Media and
the NID and an adjacent Network Element shall have levels
of degradation that are within the performance requirements
set forth in Section 13.2.3 of this Attachment 2.
<PAGE>
Attachment 2
Page 12
3.2.6.2. Loop Distribution Media shall be equal to or better than each of
the applicable interface requirements set forth in the following
technical references:
3.2.6.2.1. Bellcore TR-NWT-000049, "Generic Requirements for Outdoor
Telephone Network Interface Devices," Issued December 1, 1994;
3.2.6.2.2. Bellcore TR-NWT-000057, "Functional Criteria for Digital Loop
Carrier Systems," Issued January 2, 1993;
3.2.6.2.3. Bellcore TR-NWT-000393, "Generic Requirements for ISDN Basic
Access Digital Subscriber Lines";
3.2.6.2.4. Bellcore TR-NWT-000253, SONET Transport Systems: Common Criteria
(A module of TSGR, FR-NWT-000440), Issue 2, December 1991;
3.2.6.2.5. AT&T Data Communications Technical Reference TR 62310, DSO
Digital Local Channel Description and Interface Specification,
August 1993; Also Addendum 1 and Addendum 2;
3.2.6.2.6. AT&T Technical Reference TR 62411, ACCUNET(R) Tl.5 Service
Description and Interface Specification, December 1990; Addendum
1, March 1991; Addendum 2, October 1992; and
3.2.6.2.7. AT&T Technical Reference TR 62421, ACCUNET Spectrum of Digital
Services Description and Interface Specification, December 1989;
Also TR 62421A Addendum 2, November 1992.
3.3. Loop Concentrator/Multiplexer
3.3.1. Definition:
The Loop Concentrator/Multiplexer is the Network Element that:
(1) aggregates lower bit rate or bandwidth signals to higher bit
rate or bandwidth signals (multiplexing); (2) disaggregates
higher bit rate or bandwidth signals to lower bit rate or
bandwidth signals (demultiplexing) (3) aggregates a specified
number of signals or channels to fewer channels (concentrating);
(4) performs signal conversion, including encoding of signals
(e.g., analog to digital and digital to analog signal
conversion); and (5) in some instances performs electrical to
optical (E/O) conversion.
3.3.2. The Loop Concentrator/Multiplexer function may be provided
through a Digital Loop Carrier (DLC) system, channel bank,
multiplexer or other equipment at which traffic is encoded and
decoded, multiplexed and demultiplexed, or concentrated.
3.3.3. Technical Requirements
<PAGE>
Attachment 2
Page 13
3.3.4. The Loop Concentrator/Multiplexer is generally capable of
performing its functions on the signals for the following
services including but not limited to, (as needed by AT&T to
provide end-to-end service capability to its customer):
3.3.4.1. 2-wire voice grade basic telephone services;
3.3.4.2. 2-wire ISDN;
3.3.4.3. 2-wire CENTRANET;
3.3.4.4. 2 and 4-wire PBX lines or trunks;
3.3.4.5. 2 and 4-wire voice grade private lines and foreign exchange
lines,
3.3.4.6. 4-wire digital data (2.4Kbps through 64Kbps and n times 64Kbps
(where n is less than 24);
3.3.4.7. 4-wire DS1 (switched or private line);
3.3.4.8. DS-3 rate private lines;
3.3.4.9. Optical SONET rate private lines; and
3.3.4.10. Coin services.
3.3.5. The Loop Concentrator/Multiplexer shall perform the following
functions as appropriate:
3.3.5.1. Analog to digital signal conversion of both incoming and outgoing
(upstream and downstream) analog signals;
3.3.5.2. Multiplexing of the individual digital signals up to higher
transmission bit rate signals for transport to the GTE central
office through the Loop Feeder; and
3.3.5.3. Concentration of end-user customer signals onto fewer channels of
a Loop Feeder. (The concentration ratio provided for the Network
Elements requested by AT&T shall be no higher than the Loop
Concentrator/Multiplexer concentration ratio GTE uses to provide
service to its own customers.)
3.3.6. GTE shall provide power for the Loop Concentrator/ Multiplexer,
through a non-interruptible source if the function is performed
in a central office, or from a commercial AC power source with
battery backup if the equipment is located outside a central
office. Such power shall also adhere to the requirements stated
in Section 2.2.8 of Attachment 3 of this Agreement.
<PAGE>
Attachment 2
Page 14
3.3.7. GTE is not responsible for the end-to-end performance of the
entire loop when GTE provides only the Loop
Concentrator/Multiplexer.
3.3.8. The Loop Concentrator/Multiplexer shall be provided to AT&T in
accordance with the following Technical References:
3.3.8.1. Bellcore TR-NWT-000057, Functional Criteria for Digital Loop
Carrier Systems, Issue 2, January 1993;
3.3.8.2. Bellcore TR-NWT-000393, Generic Requirements for ISDN Basic
Access Digital Subscriber Lines;
3.3.8.3. ANSI T1.106 - 1988, American National Standard for
Telecommunications - Digital Hierarchy - Optical Interface
Specifications (Single Mode);
3.3.8.4. ANSI T1.105 - 1995, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) Basic
Description including Multiplex Structure, Rates and Formats;
3.3.8.5. ANSI T1.102 - 1993, American National Standard for
Telecommunications - Digital Hierarchy - Electrical Interfaces;
3.3.8.6. ANSI T1.403- 1989, American National Standard for
Telecommunications - Carrier to Customer Installation, DS1
Metallic Interface Specification;
3.3.8.7. Bellcore GR-253-CORE, Synchronous Optical Network Systems
(SONET), Common Generic Criteria;
3.3.8.8. AT&T Data Communications Technical Reference TR 62310, DSO
Digital Local Channel Description and Interface Specification,
August 1993; Also Addendum 1 and Addendum 2;
3.3.8.9. AT&T Technical Reference TR 62411, ACCUNET T1.5 Service
Description and Interface Specification, December 1990; Addendum
1, March 1991; Addendum 2, October 1992;
3.3.8.10. AT&T Technical Reference TR 62421, ACCUNET Spectrum of Digital
Services Description and Interface Specification, December 1989;
Also TR 62421A Addendum 2, November 1992;
3.3.8.11. AT&T Technical Reference TR 54014, ACCUNET T45 Reserved Services
- Service Description and Interface Specification;
3.3.8.12. AT&T Technical Reference TR 54018, ACCUNET T155 Service
Description and Interface Specification;
<PAGE>
Attachment
Page 15
3.3.8.13. Bellcore TR-TSY-000008, Digital Interface Between the SLC 96
Digital Loop Carrier System and a Local Digital Switch, Issue 2,
August 1987;
3.3.8.14. Bellcore TR-NWT-000303, Integrated Digital Loop Carrier System
Generic Requirements, Objectives and Interface, Issue 2, December
1992; Rev. 1, December 1993; Supplement 1, December 1993;
3.3.8.15. Bellcore TR-TSY-000673, Operations Systems Interface for an IDLC
System, (LSSGR) FSD 20-02-2100, Issue 1, September 1989;
3.3.8.16. AT&T Technical Reference TR 62411, ACCUNET Tl.5 Service
Description and Interface Specification, December 1990; Addendum
1, March 1991; Addendum 2, October 1992;
3.3.8.17. AT&T Technical Reference TR 62421, ACCUNET Spectrum of Digital
Services Description and interface Specification, December 1989;
Also TR 62421A Addendum 2, November 1992;
3.3.8.18. AT&T Technical Reference TR 54014, ACCUNET T45 Reserved Services
- Service Description and Interface Specification; and
3.3.8.19. AT&T Technical Reference TR 54018, ACCUNET Tl55 Service
Description and Interface Specification.
3.3.9. Requirements for an Intelligent Loop Concentrator/Multiplexer.
3.3.9.1. In addition to the basic functions described above for the Loop
Concentrator/Multiplexer, the Intelligent Loop
Concentrator/Multiplexer (IC/M) shall provide facility grooming,
facility test functions, format conversion and signaling
conversion as appropriate.
3.3.9.2. At AT&T's option, GTE shall provide immediate and continuous
configuration and reconfiguration of the channels within the
physical interfaces (i.e., of cross connects, as well as direct
AT&T control of such configurations and reconfigurations if and
when made available to GTE end users) on the underlying device
that provides such IC/M function.
3.3.9.3. At AT&T's option, GTE shall provide scheduled configuration and
reconfiguration of the channels within the physical interfaces
(i.e., of cross connects, as well as direct AT&T control of such
configurations and reconfigurations if and when made available to
GTE end users) on the underlying device that provides such IC/M
function.
<PAGE>
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Page 16
3.3.9.4. The underlying equipment that provides such IC/M function shall
continuously monitor protected circuit packs and redundant common
equipment.
3.3.9.5. The underlying equipment that provides such IC/M function shall
automatically switch to a protection circuit pack on detection of
a failure or degradation of normal operation.
3.3.9.6. The underlying equipment that provides such IC/M function shall
be equipped with a redundant power supply or a battery back-up.
3.3.9.7. At AT&T's option, GTE shall provide AT&T with Real Time
performance monitoring and alarm data on IC/M elements that may
affect AT&T's traffic. This includes IC/M hardware alarm data and
facility alarm data on the underlying device that provides such
IC/M function.
3.3.9.8. At AT&T's option, GTE shall provide AT&T with Real Time ability
to initiate tests on the underlying device that provides such
IC/M function integrated test equipment as well as other
integrated functionality for routine testing and fault isolation.
3.3.9.9. The IC/M shall be capable of performing signaling conversion and
data conditioning in compliance with AT&T Technical Reference TR
62421 ACCUNET Spectrum of Digital Services, December 1989 and
AT&T Technical Reference TR 62310 DSO Digital Local Channel
Description and Interface Specification, August 1993, including
current addenda.
3.3.10. Interface Requirements
The Loop Concentrator/Multiplexer shall meet the following
interface requirements, as appropriate for the configuration that
AT&T designates:
3.3.10.1. The Loop Concentrator/Multiplexer shall provide an analog voice
frequency copper twisted pair interface to the local switch
(e.g., universal DLC applications), as described in the
references in Section 3.3.8.
3.3.10.2. The Loop Concentrator/Multiplexer shall provide digital 4-wire
electrical interfaces to the local digital switch, as described
in the references in Section 3.3.8.
3.3.10.3. The Loop Concentrator/Multiplexer shall provide optical SONET
interfaces at rates of OC-1, OC-3, OC-12 and OC-48#, as described
in the references in Section 3.3.8.
<PAGE>
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Page 17
3.3.10.4. The Loop Concentrator/Multiplexer shall provide the Bellcore
TR-303 DS1 level interface to a Local Digital switch. Loop
Concentrator/Multiplexer shall provide Bellcore TR-08 modes 1&2
DS1 interfaces when designated by AT&T. Such interface
requirements are specified in the references in Section 3.3.8.
3.3.10.5. The Loop Concentrator/Multiplexer will generally provide
Integrated Network Access (INA) DSls for non-locally switched or
non-switched special services, as described in the references in
Section 3.3.8.
3.3.10.6. The Intelligent Loop Concentrator/Multiplexer shall be provided
to AT&T in accordance with the Technical References set forth in
Sections 3.3.8.1 through 3.3.8.19 above.
3.4. Loop Feeder
3.4.1. Definition:
The Loop Feeder is the Network Element that provides connectivity
between (1) a FDI associated with Loop Distribution Media and a
termination point appropriate for the media in a central office,
or (2) a Loop Concentrator/Multiplexer provided in a remote
terminal and a termination point appropriate for the media in a
central office. GTE shall permit AT&T to have the Loop Feeder
connected to the FDI.
3.4.2. In certain cases, AT&T will require a copper twisted pair loop
even in instances where the medium of the Loop Feeder for
services that GTE offers is other than a copper facility.
3.4.3. Requirements for All Loop Feeder Media
3.4.3.1. The Loop Feeder shall be capable of transmitting analog voice
frequency, basic rate ISDN, digital data, or analog radio
frequency signals.
3.4.3.2. GTE shall provide appropriate power for all active elements in
the Loop Feeder. GTE will provide appropriate power from a
central office source, or from a commercial AC source with
rectifiers for AC to DC conversion and 8-hour battery back-up
when the equipment is located in an outside plant Remote Terminal
(RT).
3.4.3.3. GTE is not responsible for the end-to-end performance of the
entire loop, when GTE provides only the Loop Feeder.
3.4.4. Additional Requirements for Special Copper Loop Feeder
Medium
<PAGE>
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Page 18
AT&T may require GTE to provide copper twisted pair Loop Feeder
which are unfettered by any intervening equipment (e.g. filters,
load coils, and range extenders), so that AT&T can use these
Loop Feeders for a variety of services by attaching appropriate
terminal equipment at the ends.
3.4.5. Additional Technical Requirements for DS1 Conditioned Loop
Feeder
AT&T may designate that the Loop Feeder be conditioned to
transport a DS1 signal.
3.4.6. Additional Technical Requirements for Optical Loop Feeder
In addition to the requirements set forth in Section 3.4.3 above,
AT&T may designate that Loop Feeder will transport DS3 and OCn
(where n is defined in the technical reference in Section
3.3.8.4), subject to Section 3.2.2.2.8.
3.4.7. GTE shall offer Loop Feeder in accordance with the requirements
set forth in the following Technical References:
3 4.7.1. AT&T Technical Reference TR-62415 "Access Specifications for
High Capacity DS1/DS3 Dedicated Digital Service";
3.4.7.2. Bellcore Technical Requirement TR-NWT-000499, Issue 5, December
1993, section 7 for DS1 interfaces,
3 4.7.3. AT&T Data Communications Technical Reference TR 62310, DSO
Digital Local Channel Description and Interface Specification,
August 1993; Also Addendum 1 and Addendum 2;
3.4.7.4. Bellcore TR-NWT-000057, Functional Criteria for Digital Loop
Carrier Systems, Issue 2, January 1993;
3.4.7.5. Bellcore TR-NWT-000393, Generic Requirements for ISDN Basic
Access Digital Subscriber Lines;
3.4.7.6. ANSI T1.106 - 1988, American National Standard for
Telecommunications - Digital Hierarchy - Optical Interface
Specifications (Single Mode);
3.4.7.7. ANSI T1.105 - 1995, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) Basic
Description including Multiplex Structure, Rates and Formats;
3.4.7.8. ANSI T1.102 - 1993, American National Standard for
Telecommunications - Digital Hierarchy - Electrical Interfaces;
<PAGE>
Attachment ?
Page 19
3.4.7.9. ANSI T1.403- 1989, American National Standard for
Telecommunications - Carrier to Customer Installation, DS1
Metallic Interface Specification;
3.4.7.10. Bellcore GR-253-CORE, Synchronous Optical Network Systems
(SONET), Common Generic Criteria;
3.4.7.11. AT&T Technical Reference TR 62411, ACCUNET Tl.5 Service
Description and Interface Specification, December 1990; Addendum
1, March 1991; Addendum 2, October 1992;
3.4.7.12. AT&T Technical Reference TR 62421, ACCUNET Spectrum of Digital
Services Description and Interface Specification, December 1989;
Also TR 62421A Addendum 2, November 1992;
3.4.7.13. AT&T Technical Reference TR 54014, ACCUNET T45 Reserved
Services - Service Description and Interface Specification; and
3.4.7.14. AT&T Technical Reference TR 54018, ACCUNET Tl55 Service
Description and Interface Specification.
3.4.8. Interface Requirements
3.4.8.1. The Loop Feeder point of termination (POT) within a GTE central
office will be as follows:
3.4.8.2. Copper twisted pairs shall terminate on the MDF;
3.4.8.3. DS1 Loop Feeder shall terminate on a DSX1, DCS1/0 or DCS3/1, and
3.4.8.4. Fiber Optic cable shall terminate on a LGX, provided, however,
this does not apply to dark fiber.
3.4.8.5. When requested by AT&T:
The Loop Feeder shall provide the analog voice frequency copper
twisted pair interface for switched or private line services, as
defined in the references in Section 3.4.8.10.
3.4.8.6. The Loop Feeder shall provide the ISDN basic rate interface, as
defined in the references in Section 3.4.8.10, to the local
digital switch designated by AT&T.
3.4.8.7. The Loop Feeder shall provide digital 4-wire electrical
interfaces for digital data services, as defined in the
references in Section 3.4.8.10.
<PAGE>
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Page 20
3.4.8.8. The Loop Feeder shall provide the standard electrical DS1
interface for applications utilizing DS1 feeder, as defined in
the references in Section 3.4.8.10.
3.4 8.9. The Loop Feeder shall provide optical SONET interfaces at one or
more of the following rates, OC-1, OC-3, OC-12 or OC-48, as
defined in the references in Section 3.4.8.10.
3.4.8.10. Loop Feeder shall be equal to or better than each of the
applicable interface requirements set forth in the following
technical references:
3.4.8.10.1. Bellcore TR-TSY-000008, Digital Interface Between the SLC 96
Digital Loop Carrier System and a Local Digital Switch, Issue 2,
August 1987;
3.4.8.10.2. Bellcore TR-NWT-000303, Integrated Digital Loop Carrier System
Generic Requirements, Objectives and Interface, Issue 2, December
1992; Rev.1, December 1993; Supplement 1, December 1993;
3.4.8.10.3. AT&T Technical Reference TR 62411, ACCUNET Tl.5 Service
Description and Interface Specification, December 1990; Addendum
1, March 1991; Addendum 2, October 1992;
3.4.8.10.4. AT&T Technical Reference TR 62421, ACCUNET Spectrum of Digital
Services Description and Interface Specification, December 1989,
Also TR 62421A Addendum 2, November 1992;
3.4.8.10.5. AT&T Technical Reference TR 54014, ACCUNET T45 Reserved Services
- Service Description and Interface Specification; and
3.4.8.10.6. AT&T Technical Reference TR 54018, ACCUNET Tl55 Service
Description and Interface Specification.
3.5. Other Sub-Loop Terms and Conditions
3.5.1. GTE agrees to provide access to the sub-loop network elements, at
the Feeder Distribution Interface (FDI), based on the following
conditions:
3.5.2. AT&T agrees to pay GTE to expand or replace the FDI (over and
above the established price of the basic loop) to accommodate
terminating the new AT&T cable.
3.5.3. AT&T agrees to pay GTE to perform all cross connects within the
GTE FDI (in addition to the price of the basic sub-loop network
element(s) leased by AT&T).
<PAGE>
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3.5.4. AT&T agrees that since all cross connects will be performed by
GTE personnel, AT&T personnel will not require access to the FDI.
3.5.5. Technical interface specifications, maintenance and
administration issues will be resolved to the mutual satisfaction
of GTE and AT&T and, if the parties cannot agree, GTE will
provide access to the sub-loop network elements using existing
GTE interface specifications, maintenance and administration
policies.
4. LOCAL SWITCHING
4.1.1. Definition:
Local Switching is the Network Element that provides the
functionality required to connect the appropriate originating
lines or trunks wired to the Main Distributing Frame (MDF) or
Digital Signal Cross Connect (DSX) panel to a desired terminating
line or trunk. Such functionality shall include all of the
features, functions, and capabilities of the GTE switch including
but not limited to: line signaling and signaling software, digit
reception, dialed number translations, call screening, routing,
recording, call supervision, dial tone, switching, telephone
number provisioning, announcements, calling features and
capabilities (including call processing), CENTRANET, Automatic
Call Distributor (ACD), Carrier pre-subscription (e.g., long
distance carrier, intraLATA toll), Carrier Identification Code
(CIC) portability capabilities, testing and other operational
features inherent to the switch and switch software. It also
provides access to transport, signaling, ISDN User Part (ISUP)
and Transaction Capabilities Application Part (TCAP), and
platforms such as adjuncts, Public Safety Systems (911), operator
services, directory services and Advanced Intelligent Network
(AIN). Remote Switching Module functionality is included in the
Local Switching function. The switching capabilities used will be
based on the line side features they support. Local Switching
will also be capable of routing local, intraLATA, interLATA, and
calls to international customer's preferred carrier; call
features (e.g., call forwarding) and CENTRANET capabilities.
4.1.2. Local Switching also includes Data Switching, which provides:
4.1.2.1. For ISDN Packet and Circuit Switched Data service, the data
switching functionality that is required to connect between
industry standard ISDN interfaces. In this case, the purpose of
Data Switching is to terminate, concentrate, and switch data
traffic from Customer Premises Equipment (CPE) in the digital
format consistent with ISDN standards. Data Switching also
provides
<PAGE>
Attachment 2
Page 22
connectivity for the purpose of conveying the customer data to
its final destination.
4.2. Technical Requirements:
The requirements set fortm in this Section 4.2 apply to Local
Switching.
4.2.1. GTE shall offer to AT&T unbundled access to all facilities,
functions, features and capabilities of its local switches to the
extent it is technically feasible. If AT&T requests access to
any facility, function, feature or capability of the GTE local
switch that is technically feasible but which requires GTE to
make modifications to the switch where such modifications are
outside the scope of modifications that have been made in the
past and are modifications that the manufacturer of the switch
does not, and has not supported, GTE shall immediately seek
endorsement from the manufacturer of the switch to make such
modifications, and shall promptly notify AT&T that GTE has done
so within thirty (30) days of receiving the endorsement from the
manufacturer of the switch to make such modifications. GTE shall
provide the unbundled access to the facility, function, feature
or capability requested by AT&T. If the manufacturer of the
switch does not endorse the modifications sought under this
Section, GTE shall provide the unbundled access to the facility,
function, feature or capability requested by AT&T no later than
six (6) months after receiving the request from AT&T.
4.2.1.1. GTE shall offer Local Switching together with and separately from
Data Switching.
4.2.1.2. Local Switching shall be equal to the requirements for Local
Switching set forth in Beficore's Local Switching Systems General
Requirements (FR-NWT-000064).
4.2.1.3. When applicable, GTE shall route calls to the appropriate trunk
or lines for call origination or termination.
4.2.1.4. GTE shall route calls on a per line or per screening class basis
to (1) GTE platforms providing Network Elements or additional
requirements, (2) AT&T designated platforms, or (3) third-party
platforms. With respect to (2) and (3), AT&T shall pay costs
associated with such routing, e.g., the features and
functionality required to modify GTE's switch or access tandem to
perform such routing in accordance with Section 43 of this
Agreement.
4.2.1.5. GTE shall provide standard recorded announcements designated by
AT&T and call progress tones to alert callers of call progress
and disposition.
<PAGE>
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4.2.1.6. GTE shall activate service for an AT&T Customer or network
interconnection on any of the Local Switching interfaces, This
includes provisioning changes to change a customer from GTE's
services to AT&T's services without loss of feature
functionality.
4.2.1.7. GTE shall perform routine testing (e.g., Mechanized Loop Tests
(MLT) and test calls such as 105, 107 and 108 type calls) and
fault isolation.
4.2.1.8. GTE shall repair and restore any equipment or any other
maintainable component that may adversely impact Local Switching.
4.2.1.9. GTE shall control congestion points such as those caused by radio
station call-ins, and network routing abnormalities, using
capabilities such as Automatic Call Gapping, Automatic Congestion
Control, and Network Routing Overflow.
4.2.1.10. GTE shall perform manual call trace when requested by AT&T and
permit customer originated call trace.
4.2.1.11. GTE shall record billable events and send the appropriate billing
data to AT&T as outlined in Attachment 6.
4.2.1.12. For Local Switching used as 911 Tandems, GTE shall allow
interconnection from AT&T local switching elements and GTE shall
route the calls to the appropriate Public Safety Access Point
(PSAP).
4.2.1.13. GTE shall provide, where the switch is capable, each of the
following special services:
4.2.1.13.1. Essential Service Lines;
4.2.1.13.2. Telephone service prioritization;
4.2.1.13.3. Telephone Relay Services for handicapped;
4.2.1.13.4. Soft dial tone where required by law; and
4.2.1.13.5. Any other service required by law.
4.2.1.14. GTE shall provide Switching Service Point (SSP) capabilities and
signaling software to interconnect the signaling links destined
to the Signaling Transfer Point Switch (STPS). In the event that
Local Switching is provided out of a switch without SS7
capability, the Tandem shall provide this capability as discussed
in the section on Tandem Switching. These capabilities shall
adhere to Bellcore specifications - TCAP (GR-1432-CORE), ISUP(GR-
905-
<PAGE>
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Page 24
CORE), Call Management (GR-1429-CORE), Switched Fractional DS1
(GR-1357-CORE), Toll Free Service (GR-1428-CORE), Calling Name
(GR-1597-CORE), Line Information Database (GR-954-CORE), and
Advanced Intelligent Network (GR-2863-CORE).
4.2.1.15. GTE shall provide interfaces to adjuncts through industry
standard and Bellcore interfaces. These adjuncts can include,
but are not limited to, the Service Circuit Node and Automatic
Call Distributors. Examples of existing interfaces are ANSI ISDN
standards Q.931 and Q.932.
4.2.1.16. GTE shall provide performance data regarding a customer line,
traffic characteristics or other measurable elements to AT&T to
the extent that it provides that information to itself.
4.2.1.17. GTE shall offer Local Switching that provides feature offerings
at parity to those provided by GTE to itself or any other party.
Such feature offerings, where available, shall include but are
not limited to:
4.2.1.18. Basic and primary rate ISDN;
4.2.1.19. Residential features;
4.2.1.20. Customer Local Area Signaling Services (CLASS/LASS);
4.2.1.21. CENTRANET (including equivalent administrative capabilities, such
as customer accessible reconfiguration and detailed message
recording); and
4.2-1.22. Advanced intelligent network triggers supporting AT&T features.
GTE shall offer to AT&T all AIN features currently available to
GTE for offering AIN-based services in accordance with the
technical reference in Section 4.2.1.27.
4.2.1.23. GTE shall assign each AT&T Customer line the class of service
designated by AT&T (e.g., using line class codes or other switch
specific provisioning methods), and shall route directory
assistance calls from AT&T Customers to AT&T directory assistance
operators at AT&T's option. AT&T shall pay costs associated
therewith to the extent that such costs are not otherwise
included in the underlying element cost consistent with Part V of
this Agreement.
4.2-1.24. GTE shall assign each AT&T Customer line the class of services
designated by AT&T (e.g., using line class codes or other switch
specific provisioning methods) and shall route operator calls
from AT&T Customer to AT&T operators at AT&T's option. For
example, GTE may translate 0- and O+ intraLATA traffic, and route
the call through appropriate trunks to an AT&T Operator Services
<PAGE>
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Page 25
Position System (OSPS). Calls from Local Switching must pass the
ANI-II digits unchanged.
4.2.1.25. If AT&T requests the termination of Local Switching, GTE shall
promptly remove the class of service assignment from the line.
4.2.1.26. If an AT&T Customer subscribes to AT&T provided voice mail and
messaging services, GTE shall redirect incoming calls to the AT&T
system based upon presubscribed service arrangements (e.g., busy,
don't answer, number of rings), and where available, GTE shall
provide a Standard Message Desk Interface-Enhanced (SMDI-E)
interface to the AT&T system. GTE shall support the Inter-switch
Voice Messaging Service (IVMS) capability.
4.2.1.27. Local Switching shall be offered in accordance with the
requirements of the following technical references:
4.2.1.27.1. GR-1298-CORE, AIN Switching System Generic Requirements;
4.2.1.27.2. GR-1299-CORE, AIN Switch-Service Control Point (SCP)/Adjunct
Interface Generic Requirements;
4.2.1.27.3. TR-NWT-001284, AIN 0.1 Switching System Generic
Requirements; and
4.2.1.27.4. SR-NWT-002247, AIN Release 1 Update.
4.2.2. Interface Requirements:
4.2.2.1. GTE shall provide the following interfaces to loops:
4.2.2.2. Standard Tip/Ring interface including loopstart or groundstart,
onhook signaling (e.g., for calling number, calling name and
message waiting lamp);
4.2.2.3. Coin phone signaling;
4.2.2.4. Basic Rate Interface ISDN adhering to ANSI standards Q.931, Q.932
and appropriate Bellcore Technical Requirements;
4.2.2.5. Two-wire analog interface to PBX;
4.2.2.6. Four-wire analog interface to PBX;
4.2.2.7. Four-wire DS1 interface to PBX or customer provided equipment
(e.g. computers and voice response systems);
4.2.2.8. Primary Rate ISDN to PBX adhering to ANSI standards Q.931, Q.932
and appropriate Bellcore Technical Requirements;
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4.2.2.9. Switched Fractional DS1 with capabilities to configure Nx64
channels (where N = 1 to 24); and
4.2.2.10. Loops adhering to Bellcore TR-NWT-08 and TR-NWT-303
specifications to interconnect Digital Loop Carriers.
4.2.2.11. GTE shall provide access to, but not limited to the following:
4.2.2.12. SS7 Signaling Network or Multi-Frequency trunking if requested by
AT&T;
4.2.2.13. Interface to AT&T operator services systems or Operator Services
through appropriate trunk interconnections for the system, and
4.2.2.14. Interface to AT&T directory assistance services through the AT&T
switched network or to Directory Services through the appropriate
trunk interconnections for the system; and 950 access or other
AT&T required access to interexchange carriers as requested
through appropriate trunk interfaces.
4.3. Integrated Services Digital Network (ISDN)
Integrated Services Digital Network (ISDN) is defined in two
variations. The first variation is Basic Rate ISDN (BRI). BRI
consists of 2 Bearer (B) Channels and one Data (D) Channel. The
second variation is Primary Rate ISDN (PRI). PRI consists of 23
B Channels and one D Channel. Both BRI and PRI B Channels may be
used for voice, Circuit Switched Data (CSD) or Packet Switched
Data (PSD). The BRI D Channel may be used for call related
signaling, non-call related signaling or packet switched data.
The PRI D Channel may be used for call related signaling.
4.3.1. Technical Requirements - ISDN
4.3.1.1. Where available, GTE shall offer Data Switching providing ISDN
that, at a minimum:
4.3.1.2. Provides integrated packet handling capabilities;
4.3.1.3. Allows for full 2B+D Channel functionality for BRI; and
4.3.1.4. Allows for full 23B+D Channel functionality for PRI.
4.3.1.5. Each B Channel shall allow for voice, 64Kbs CSD, and PSD of 128
logical channels at minimum speeds of 19Kbs throughput of each
logical channel up to the total capacity of the B Channel.
4.3.1.6. Each B Channel shall provide capabilities for alternate voice and
data on a per call basis.
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4.3.1.7. The BRI D Channel shall allow for call associated signaling,
noncall associated signaling and PSD of 16 logical channels at
minimum speeds of 9.6 Kbs throughput of each logical channel up
to the total capacity of the D channel.
4.3.1.8. The PRI D Channel shall allow for call associated signaling.
4.3.2. Interface Requirements - ISDN
4.3.2.1. GTE shall provide the BRIU interface using 2 wire copper loops
in accordance with TR-NWT-000393, January 1991, Generic
Requirements for ISDN Basic Access Digital Subscriber Lines,
4.3.2.2. GTE shall provide the BRI interface using Digital Subscriber
Loops adhering to Bellcore TR-NWT-303 specifications to
interconnect Digital Loop Carriers.
4.3.2.3. GTE shall offer PSD interfaces adhering to the X.25, S.75 and
S.75' ANSI and Bellcore requirements.
4.3.2.4. GTE shall offer PSD trunk interfaces operating at 56Kbs.
5. OPERATOR SYSTEMS
5.1. Operator Service
5.1.1. Definition:
Operator Service provides, where available: (1) operator handling
for call completion (for example, collect, third number billing,
and manual credit card calls), (2) operator or automated
assistance for billing after the customer has dialed the called
number; and (3) special services including Busy Line Verification
and Emergency Line Interrupt (ELI), Emergency Agency Call,
Operator-assisted Directory Assistance, and Rate Quotes.
5.1.2. Requirements
5.1.2.1. Operator Services for calls which are routed from the local
switch shall include but not be limited to the following:
5.1.2.2. GTE shall complete O+ and 0- dialed local calls;
5.1.2.3. GTE shall complete O+ and 0- intraLATA toll calls;
5.1.2.4. GTE shall complete calls that are billed to a GTE calling card
and AT&T shall designate to GTE the acceptable types of special
billing;
5.1.2.5. GTE shall complete person-to-person calls;
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5.1.2.6. GTE shall complete collect calls;
5.1.2.7. GTE shall provide the capability for callers to bill to a third
party and complete such calls;
5.1.2.8. GTE shall complete station-to-station calls;
5.1.2.9. GTE shall process emergency calls;
5.1.2.10. GTE shall process Busy Line Verify and Emergency Line Interrupt
requests;
5.1.2.11. GTE shall process emergency call trace;
5.1.2.12. GTE shall process operator-assisted directory assistance calls;
5.1.2.13. GTE shall provide rate quotes and process time-and-charges
requests on 0- calls, and shall provide AT&Ts rates. To the
extent that the costs of these services are not covered by the
underlying element charge, AT&T shall pay such costs;
5.1.2.14. GTE shall route 0- traffic directly to a "live" operator team;
5.1.2.15. GTE shall brand Operator Service as specified by AT&T. If AT&T's
brand designation is not technically feasible, GTE shall provide
"unbranded" Operator Service. ("Unbranded" refers to the absence
of any identification of the service provider.) AT&T shall pay
for any additional trunks required to permit GTE to comply with
such branding requirements to the extent that such trunking costs
are not covered by the underlying element charge;
5.1.2.16. GTE shall provide caller assistance for the handicapped at parity
with what is provided under GTE's tariff;
5.1.2.17. GTE shall provide instant credit on calls as specified in writing
by AT&T;
5.1.2.18. GTE shall provide operator to operator ("warm") transfers for
AT&T calling card customers at no additional charge to AT&T; to
the extent that such costs are not included in the underlying
network element costs, AT&T shall pay such costs;
5.1.2.19. GTE shall provide notification of the length of call;
5.1.2.20. Operator Service shall adhere to equal access requirements
consistent with GTE Equal Access Deployment Schedule;
5.1.2.21. GTE shall exercise at least the same level of fraud control in
providing Operator Service to AT&T that GTE provides for its own
operator service;
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5.1.2.22. GTE shall perform Billed Number Screening when handling Collect,
Person-to-Person, and Billed-to-Third-Party calls;
5.1.2.23. GTE shall provide to AT&T such service measurements and
accounting reports as it prepares to meet Commission
requirements;
5.1.2.24. GTE shall direct customer inquiries to a single, AT&T-designated
customer service center; and
5.1.2.25. GTE will offer AT&T a level of Operator Services which is at
parity with what it provides itself, and, at a minimum, meets all
criteria, requirements and guidelines established by the
Commission, if any. To the extent that the level of service GTE
provides to its own customers exceeds any criterion, requirement
or guideline set by the applicable state regulatory commission,
GTE shall offer the same level of service to AT&T.
5.2. Interface Requirements:
With respect to Operator Services for calls that originate on
local switching capability provided by or on behalf of AT&T, the
interface requirements shall conform to the then current
established system interface specifications for the platform used
to provide Operator Service and the interface shall conform to
industry standards.
6. DIRECTORY SERVICE
6.1. Definition:
Directory Service provides local customer telephone number
listings with the option to complete the call at the caller's
direction. Call completion shall be provided at parity with that
which GTE provides to its own end user customers.
6.2. Requirements
6.2.1. GTE shall offer Directory Assistance Service which allows AT&T
Customers to obtain two listings at parity with the service
provided to GTE's customers in accordance with tariff.
6.2.2. GTE shall brand Directory Service with the brand designated by
AT&T. If such branding is not technically feasible, then GTE
shall not brand Directory Service whatsoever. AT&T shall pay for
any additional trunks required to permit GTE to comply with such
branding requirements to the extent that such trunking costs are
not covered by the underlying element charge.
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6.2.3. GTE Directory Assistance Service will provide optional call
completion service to AT&T Customers in areas where call
completion is available.
6.2.4. GTE shall provide data regarding billable events when requested
by AT&T.
6.2.5. To the extent that GTE provides free call allowances to Directory
Assistance to its customers as part of any local service
offering, GTE shall provide the same to AT&T for AT&T Customers
to whom such local service offerings are resold.
6.2.6. GTE shall ensure that any Directory Assistance information that
is provided by ARU shall be repeated twice for AT&T Customers.
6.2.7. This section intentionally left blank.
6.2.8. GTE Directory Assistance will provide emergency listings and
related services to AT&T Customers at service levels equivalent
to those provided to GTE customers.
6.2.9. Intercept services shall be provided as set forth in Section 25.2
of this Agreement.
6.2.10. GTE shall waive all Directory Assistance charges to AT&T for
calls placed by handicapped AT&T Customers, provided however,
that in accordance with GTE tariff for such services, AT&T will
submit to GTE, at the same time AT&T requests such service, a
doctor's letter or other proper certification, certifying that
the AT&T customer is qualified to receive such service.
6.2.11. Directory Service Updates
6.2.11.1. GTE shall update customer listings changes daily. These changes
include:
6.2.11.2. New customer connections;
6.2.11.3. Customer disconnections; and
6.2.11.4. Customer changes, including but not limited to name, address and
listing status.
6.2.11.5. These updates shall also be provided for non-listed and
non-published numbers for use in emergencies.
7. COMMON TRANSPORT
7.1. Definition:
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Common Transport is an interoffice transmission path between
GTE Network Elements that carries the traffic of more than one
carrier and is not dedicated to a single carrier. Where GTE
Network Elements are connected by intra-office wiring, such
wiring is provided as a part of the Network Elements and is not
Common Transport. For tandem interconnection, GTE shall provide
interoffice transmission for common transport.
7.2. Technical Requirements
7.2.1. Common Transport provided on DS1 or VT1.5 circuits, shall, at a
minimum, meet the performance, availability, jitter, and delay
requirements specified for Central Office to Central Office "CO
to CO" connections in the technical reference set forth in
Section 7.2.5.31.
7.2.2. Common Transport provided on DS3 circuits, STS-1 circuits, and
higher transmission bit rate circuits shall, at a minimum, meet,
the performance, availability, jitter, and delay requirements
specified for Central Office to Central Office "CO to CO'
connections in the technical reference set forth in Section
7.2.5.30.
7.2.3. GTE shall be responsible for the engineering, provisioning, and
maintenance of the underlying equipment and facilities that are
used to provide Common Transport.
7.2.4. At a minimum, Common Transport shall meet all of the requirements
set forth in the following technical references (as applicable
for the transport technology being used):
7.2.4.1. ANSI T1.101-1994, American National Standard for
Telecommunications - Synchronization Interface Standard
Performance and Availability;
7.2.4.2. ANSI T1.102-1993, American National Standard for
Telecommunications - Digital Hierarchy - Electrical Interfaces;
7.2.4.3. ANSI T1.102.01-199x, American National Standard for
Telecommunications - Digital Hierarchy - VT1.5;
7.2.4.4. ANSI T1.105-1995, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) Basic
Description including Multiplex Structure, Rates and Formats;
7.2.4.5. ANSI T1.105.01-1995, American National Standard for
Telecommunications - Synchronous Optical Network (SONET)
Automatic Protection Switching;
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7.2.4.6. ANSI T1.105.02-1995, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) -
Payload Mappings;
7.2.4.7. ANSI T1.105.03-1994, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) -
Jitter at Network Interfaces;
7.2.4.8. ANSI T1.105.03a-1995, American National Standard for
Telecommunications - Synchronous Optical Network (SONET):
Jitter at Network Interfaces - DS1 Supplement;
7.2.4.9. ANSI T1.105.05-1994, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) -
Tandem Connection,
7.2.4.10. ANSI T1.105.06-199x, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) -
Physical Layer Specifications;
7.2.4.11. ANSI T1.105.07-199x, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) -
Sub STS-1 Interface Rates and Formats;
7.2.4.12. ANSI T1.105.09-199x, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) -
Network Element Timing and Synchronization;
1.2.4.13. ANSI T1.106-1988, American National Standard for
Telecommunications - Digital Hierarchy - Optical Interface
Specifications (Single Mode);
7.2.4.14. ANSI T1.107-1988, American National Standard for
Telecommunications - Digital Hierarchy - Formats Specifications;
7.2.4.15. ANSI T1.107a-1990 - American National Standard for
Telecommunications - Digital Hierarchy - Supplement to Formats
Specifications (DS3 Format Applications);
7.2.4.16. ANSI T1.107b-1991 - American National Standard for
Telecommunications - Digital Hierarchy - Supplement to Formats
Specifications;
7.2.4.17. ANSI T1.117-1991, American National Standard for
Telecommunications - Digital Hierarchy - Optical Interface
Specifications (SONET) (Single Mode - Short Reach);
7.2.4.18. ANSI T1.403-1989, Carrier to Customer Installation, DS1 Metallic
Interface Specification;
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7.2.4.19. ANSI T1.404-1994, Network-to-Customer Installation - DS3 Metallic
Interface Specification;
7.2.4.20. ITU Recommendation G.707, Network node interface for the
synchronous digital hierarchy (SDH);
7.2.4.21. ITU Recommendation G.704, Synchronous frame structures used at
1544, 6312, 2048, 8488 and 44736 kbit/s hierarchical levels;
7.2.4.22. Bellcore FR-440 and TR-NWT-000499, Transport Systems Generic
Requirements (TSGR): Common Requirements;
7.2.4.23. Bellcore GR-820-CORE, Generic Transmission Surveillance: DS1 &
DS3 Performance;
7.2.4.24. Bellcore GR-253-CORE, Synchronous Optical Network Systems
(SONET); Common Generic Criteria;
7.2.4.25. Bellcore TR-NWT 000507, Transmission, Section 7, Issue 5
(Bellcore, December 1993). (A module of LSSGR,
FR-NWT-000064.);
7.2.4.26. Bellcore TR-NWT-000776, Network Interface Description for ISDN
Customer Access;
7.2.4.27. Bellcore TR-INS-000342, High-Capacity Digital Special Access
Service-Transmission Parameter Limits and Interface
Combinations, Issue 1 February 1991;
7.2.4.28. Bellcore ST-TEC 000052, Telecommunications Transmission
Engineering Textbook, Volume 2: Facilities, Third Edition, Issue
1 May 1989;
7.2.4.29. Bellcore ST-TEC-000051, Telecommunications Transmission
Engineering Textbook Volume 1: Principles, Third Edition. Issue
1 August 1987;
7.2.4.30. AT&T Technical Reference 54014, ACCUNET T45 Service Description
and Interface Specification, May 1992; and
7.2.4.31. AT&T Technical Reference TR 62411 ACCUNET Tl.5 Service
Description And Interface Specification, December 1990 and all
addenda.
8. DEDICATED TRANSPORT
8.1. Definition:
Dedicated Transport is an interoffice transmission path between
AT&T designated locations. Such locations may include GTE
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central offices or other equipment locations, AT&T network
components, other carrier network components or customer
premises.
8.1.1. GTE shall offer, where available, Dedicated Transport in each of
the following ways and to the extent not covered in the
underlying element charge, AT&T shall pay the associated costs:
8.1.1.1. As capacity on a shared circuit;
8.1.1.2. As a circuit (e.g., DS1, DS3, STS-1) dedicated to AT&T; and
8.1.1.3. As a system (i.e., the equipment and facilities used to provide
Dedicated Transport such as SONET ring) dedicated to AT&T.
8.1.1.4. When Dedicated Transport is provided as a circuit or as capacity
on a shared circuit, it shall include (as appropriate):
8.1.1.5. Multiplexing functionality;
8.1.1.6. Grooming functionality; and
8.1.1.7. Redundant equipment and facilities necessary to support
protection and restoration.
8.1.1.8. When Dedicated Transport is provided as a system it shall
include:
8.1.1.9. Transmission equipment such as multiplexers, line terminating
equipment, amplifiers, and regenerators;
8.1.1.10. Inter-office transmission facilities such as optical fiber,
copper twisted pair, and coaxial cable;
8.1.1.11. Redundant equipment and facilities necessary to support
protection and restoration; and
8.1.1.12. Dedicated Transport includes the Digital Cross-Connect System
(DCS) functionality as an option. DCS is described below in
Section 8.5.
8.2. Technical Requirements
This Section sets forth technical requirements for all Dedicated
Transport.
8.2.1. When GTE provides Dedicated Transport as a circuit or a system,
the entire designated transmission circuit or system (e.g., DS1,
DS3, STS-1) shall be dedicated to AT&T designated traffic.
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8.2.2. GTE shall offer Dedicated Transport in all technologies currently
deployed in the GTE network including, but not limited to, DS1
and DS3 transport systems, SONET (or SDH) Bi-directional Line
Switched Rings, SONET (or SDH) Unidirectional Path Switched
Rings, and SONET (or SDH) point-to-point transport systems
(including linear add-drop systems), at all available
transmission bit rates.
8.2.3. For DS1 or VT1.5 circuits, Dedicated Transport shall, at a
minimum, meet the performance, availability, jitter, and delay
requirements specified for Customer Interface to Central Office
"CI to CO" connections in the technical reference set forth in
Section 7.2.5.31.
8.2.4. For DS3 circuits, STS-1 circuits, and higher rate circuits,
Dedicated Transport shall, at a minimum, meet the performance,
availability, jitter, and delay requirements specified for
Customer Interface to Central Office "CI to CO" connections in
the technical reference set forth in Section 7.2.5.30.
8.2.5. Where available and when requested by AT&T, Dedicated Transport
shall provide physical diversity. Physical diversity means that
two circuits are provisioned in such a way that no single failure
of facilities or equipment will cause a failure on both circuits.
8.2.6. When physical diversity is requested by AT&T, GTE shall provide
the maximum feasible physical separation between intra-office and
inter-office transmission paths (unless otherwise agreed by
AT&T).
8.2.7. This section intentionally left blank.
8.2.8. Where available, GTE shall offer the following interface
transmission rates for Dedicated Transport:
8.2.8.1 DS1 (Extended SuperFrame - ESF, D4, and unframed applications
shall be provided);
8.2.8.2. DS3 (C-bit Parity, M13, and unframed applications shall be
provided);
8.2.8.3. SONET standard interface rates in accordance with ANSI Tl.105 and
ANSI TI.105.07 and physical interfaces per ANSI Tl.l06.06
(including referenced interfaces). In particular, VT1.5 based
STS-1s will be the interface at an AT&T service node; and
8.2.8.4. SDH standard interface rates in accordance with International
Telecommunications Union (ITU) Recommendation G.707 and
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Plesiochronous Digital Hierarchy (PDH) rates per ITU
Recommendation G.704.
8.2.9. GTE shall provide cross-office wiring up to a suitable Point of
Termination (POT) between Dedicated Transport and AT&T designated
equipment. GTE shall provide the following equipment for the
physical POT:
8.2.9.1. DSX1 for DS1s or VT1.5s;
8.2.9.2. DSX3 for DS3s or STS-1s; and
8.2.9.3. LGX for optical signals (e.g., OC-3 and OC-12).
8.2.10. For Dedicated Transport provided as a system, GTE shall design
the system (including but not limited to facility routing and
termination points and facility routing over existing transport
facilities between GTE and a second carrier to carry traffic
designated for that carrier) according to AT&T specifications.
To the extent that AT&T's specifications cause GTE to incur costs
not covered in the charge for the underlying network element,
AT&T shall pay such costs.
8.2.11. Upon AT&T's request, GTE shall provide AT&T with electronic
provisioning control of an AT&T Dedicated Transport connected to
a Digital Cross Connect System (DCS) with Customer Network
Controller capabability.
8.2.12. GTE shall offer Dedicated Transport together with and separately
from DCS.
8.3. Technical Requirements for Dedicated Transport Using SONET
technology.
This Section sets forth additional technical requirements for
Dedicated Transport using SONET technology including rings,
point-to-point systems, and linear add-drop systems.
8.3.1. Where SONET Dedicated Transport has been deployed, GTE will
provide to AT&T all features and functions deployed in the
system.
8.3.2. All SONET rings shall:
8.3.2.1. Adhere to the following availability requirements, where
availability is defined in the technical reference set forth in
Section 8.4.5:
8.3.2.1.1. No more than 0.25 minutes of unavailability month; and
8.3.2.1.2. No more than 0.5 minutes of unavailability per year.
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8.4. At a minimum, Dedicated Transport shall meet each of the
requirements set forth in Section 7.2.4 and in the following
technical references:
8.4.1. ANSI T1.105.04-1995, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) -
Data Communication Channel Protocols and Architectures;
8.4.2. ANSI T1.119-1994, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) -
Operations, Administration, Maintenance, and Provisioning
(OAM&P) Communications;
8.4.3. ANSI T1.119.01-1995, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) -
Operations, Administration, Maintenance, and Provisioning
(OAM&P) Communications Protection Switching Fragment;
8.4.4. ANSI T1.119.02-199x, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) -
Operations, Administration, Maintenance, and Provisioning
(OAM&P) Communications Performance Monitoring Fragment;
8.4.5. ANSI T1.231-1993 -American National Standard for
Telecommunications - Digital Hierarchy - Layer 1 In-Service
Digital Transmission performance monitoring;
8 4.6. AT&T Technical Reference TR 54016, Requirements For Interfacing
Digital Terminal Equipment To Services Employing The Extended
Superframe Format, September 1989;
8.4.7. AT&T Technical Reference TR 62421 ACCUNET Spectrum of Digital
Services Description And Interface Specification, December 1989
and all addenda;
8.4.8. AT&T Technical Reference TR 62310, DSO Digital Local Channel
Description And Interface Specification, August 1993 and all
addenda;and
8.4.9. AT&T Technical Reference TR 62415, Access Specification For High
Capacity (DS1/DS3) Dedicated Digital, Service, June 1989 and all
addenda.
8.5. Digital Cross-Connect System (DCS)
8.5.1. Definition:
8.5.1.1. DCS is a function which provides automated cross connection of
Digital Signal level 0 (DSO) or higher transmission bit rate
digital
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channels within physical interface facilities. Types of DCSs
include but are not limited to DCS 1/Os, DCS 3/1s, and DCS 3/3s,
where the nomenclature 1/0 denotes interfaces typically at the
DS1 rate or greater with cross-connection typically at the DSO
rate. This same nomenclature, at the appropriate rate
substitution, extends to the other types of DCSs specifically
cited as 3/1 and 3/3. Types of DCSs that cross-connect
Synchronous Transport Signal level 1 (STS-1s) or other
Synchronous Optical Network (SONET) signals (e.g., STS-3) are
also DCSs, although not denoted by this same type of
nomenclature. DCS may provide the functionality of more than one
of the aforementioned DCS types (e.g., DCS 3/3/1 which combines
functionality of DCS 3/3 and DCS 3/1). For such DCSs, the
requirements will be, at least, the aggregation of requirements
on the "component" DCSs.
8.5.1.2. In locations where automated cross connection capability does not
exist, DCS will be defined as the combination of the
functionality provided by a Digital Signal Cross-Connect (DSX) or
Light Guide Cross-Connect (LGX) patch panels and D4 channel banks
or other DSO and above multiplexing equipment used to provide the
function of a manual cross connection.
8.5.1.3. Interconnection between a DSX or LGX, to a switch, another
cross-connect, or other service platform device, is included as,
part of DCS.
8.6. DCS Technical Requirements
8.6.1. DCS shall provide completed end-to-end cross connection of the
channels designated by AT&T.
8.6.2. DCS shall perform facility grooming, multipoint bridging, one-way
broadcast, two-way broadcast, and facility test functions.
8.6.3. DCS shall provide multiplexing, format conversion, signaling
conversion, or other functions.
8.6.4. The end-to-end cross connection assignment shall be input to the
underlying device used to provide DCS from an operator at a
terminal or via an intermediate system. The cross connection
assignment shall remain in effect whether or not the circuit is
in use.
8.6.5. GTE shall continue to administer and maintain DCS, including
updates to the control software to current available releases.
8.6.6. GTE shall provide various types of Digital Cross-Connect Systems
including:
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8.6.6.1. DSO cross-connects (typically termed DCS 1/0);
8.6.6.2. DS1/VT1.5 (Virtual Tributaries at the 1.5Mbps rate) cross-
connects (typically termed DCS 3/1);
8.6.6.3. DS3 cross-connects (typically termed DCS 3/3);
8.6.6.4. STS-1 cross-connects; and
8.6.6.5. Other technically feasible cross-connects designated by AT&T.
8.6.7. GTE shall provide immediate and continuous configuration and
reconfiguration of the channels between the physical interfaces
(i.e., GTE shall establish the processes to implement cross
connects on demand, or, at AT&T's option, permit AT&T control of
such configurations and reconfigurations).
8.6.8. GTE shall provide scheduled configuration and reconfiguration of
the channels between the physical interfaces (i.e., GTE shall
establish the processes to implement cross connects on the
schedule designated by AT&T, or, at AT&T's option, permit AT&T to
control such configurations and reconfigurations).
8.6.9. DCS shall continuously monitor protected circuit packs and
redundant common equipment.
8.6.10. DCS shall automatically switch to a protection circuit pack on
detection of a failure or degradation of normal operation.
8.6.11. The underlying equipment used to provide DCS shall be equipped
with a redundant power supply or a battery back-up.
8.6.12. GTE shall make available to AT&T spare facilities and equipment
necessary for provisioning repairs.
8.6.13. At AT&T's option, GTE shall provide AT&T with Real Time
performance monitoring and alarm data on the signals and the
components of the underlying equipment used to provide DCS that
actually impact or might impact AT&T's services. For example,
this may include hardware alarm data and facility alarm data on a
DS3 in which an AT&T DS1 is traversing.
8.6.14. At AT&T's option, GTE shall provide AT&T with Real Time ability
to initiate tests on integrated equipment used to test the
signals and the underlying equipment used to provide DCS, as well
as other integrated functionality for routine testing and fault
isolation.
8.6.15. DCS shall provide SONET to asynchronous gateway functionality
(e.g., STS-1 to DS1 or STS-1 to DS3).
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8.6.16. DCS shall perform optical to electrical conversion where the
underlying equipment used to provide DCS contains optical
interfaces or terminations (e.g., Optical Carrier level 3, i.e.,
OC-3 interfaces on a DCS 3/1).
8.6.17. DCS shall have SONET ring terminal functionality where the
underlying equipment used to provide DCS acts as a terminal on a
SONET ring.
8.6.18. DCS shall provide multipoint bridging of multiple channels to
other DCSs. AT&T may designate multipoint bridging to be one-way
broadcast from a single master to multiple tributaries, or two-
way broadcast between a single master and multiple tributaries.
8.6.19. DCS shall multiplex lower speed channels onto a higher speed
interface and demultiplex higher speed channels onto lower speed
interfaces as designated by AT&T.
8.6.20. DCS shall perform signaling conversion and data conditioning as
designated by AT&T. Such functions shall comply, at a minimum,
with AT&T Technical Reference TR 62421 ACCUNET Spectrum of
Digital Services, December 1989 and AT&T Technical Reference TR
62310 DSO Digital Local Channel Description and Interface
Specification, August 1993, including current addendums.
8.7 DCS Interface Requirements
8.7.1. GTE shall provide physical interfaces on DSO, DS1, and VT1.5
channel cross-connect devices at the DS1 rate or higher. In all
such cases, these interfaces shall be in compliance with
applicable Bellcore, ANSI, ITU, and AT&T standards.
8.7.2. GTE shall provide physical interfaces on DS3 channel crossconnect
devices at the DS3 rate or higher. In all such cases, these
interfaces shall be in compliance with applicable Bellcore, ANSI,
ITU, and AT&T standards.
8.7.3. GTE shall provide physical interfaces on STS-1 cross-connect
devices at the OC-3 rate or higher. In all such cases, these
interfaces shall be in compliance with applicable Bellcore, ANSI,
ITU, and AT&T standards.
8.7.4. Interfaces on all other cross-connect devices shall be in
compliance with applicable Bellcore, ANSI, ITU, and AT&T
standards.
8.8. DCS shall, at a minimum, meet all the requirements set forth in
the following technical references:
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8.8.1. AT&T Technical Reference TR 62421 ACCUNET Spectrum of Digital
Services Description And Interface Specification, December 1989
and TR 62421A Addendum 2, November 1992;
8.8.2. AT&T Data Communications Technical Reference TR 62310 DSO
Digital Local Channel Description and Interface Specification,
August 1993, and all addendums;
8.8.3. AT&T Technical Reference TR 62415 Access Specification For High
Capacity (DS1/DS3) Dedicated Digital Service, June 1989, and all
addendums including TR 62415A3 July, 1992;
8.8.4. AT&T Technical Reference TR 62411 ACCUNET T1.5 Service
Description And Interface Specification, December 1990 and all
addendums including Addendum 2, October 1992;
8.8.5. AT&T Technical Reference TR 54014 ACCUNET T45 and T45 Reserved
Services - Service Description And Interface Specification;
8.8.6. AT&T Technical Reference TR 54018 OC-3 Optical Interface
Specifications, November 1991;
8.8.7. AT&T Technical Reference TR 54016 Requirements For Interfacing
Digital Terminal Equipment To Services Employing The Extended
Superframe Format, September 1989;
8.8.8. ANSI T1.102-1993, American National Standard for
Telecommunications - Digital Hierarchy - Electrical Interfaces;
8.8.9. ANSI T1.102.01-199x, American National Standard for
Telecommunications - Digital Hierarchy - VT1.5;
8.8.10. ANSI T1.105-1995, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) - Basic
Description including Multiplex Structure, Rates and Formats;
8.8.11. ANSI T1.105.03-1994, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) - Jitter
at Network Interfaces;
8.8.12. ANSI T1.105.03a-1995, American National Standard for
Telecommunications - Synchronous Optical Network (SONET): Jitter
at Network Interfaces - DS1 Supplement;
8.8.13. ANSI T1.105.06-199x, American National Standard for
Telecommunications - Synchronous Optical Network (SONET) -
Physical Layer Specifications;
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8.8.14. ANSI Tl.106-1988, American National Standard for
Telecommunications - Digital Hierarchy - Optical Interface
Specifications (Single Mode);
8.8.15. ANSI Tl.107-1988, American National Standard for
Telecommunications - Digital Hierarchy - Formats Specifications,
8.8.16. ANSI Tl.107a-1990 - American National Standard for
Telecommunications - Digital Hierarchy - Supplement to Formats
Specifications (DS3 Format Applications);
8.8.17. ANSI Tl.107b-1991 - American National Standard for
Telecommunications - Digital Hierarchy - Supplement to Formats
Specifications;
8.8.18. ANSI Tl.117-1991, American National Standard for
Telecommunications - Digital Hierarchy - Optical Interface
Specifications (SONET) (Single Mode - Short Reach);
8.8.19. ANSI Tl.403-1989, Carrier to Customer Installation, DS1 Metallic
Interface Specification;
8.8.20. ANSI Tl.404-1994, Network-to-Customer Installation - DS3 Metallic
Interface Specification;
8.8.21. ITU Recommendation G.707, Network node interface for the
synchronous digital hierarchy (SDH);
8.8.22. ITU Recommendation G.704, Synchronous frame structures used at
1544, 6312, 2048, 8488 and 44736 kbit/s hierarchical levels;
8.8.23. FR-440 and TR-NWT-000499, Transport Systems Generic Requirements
(TSGR): Common Requirements;
8.8.24. GR-820-CORE, Generic Transmission Surveillance: DS1 & DS3
Performance;
8.8.25. GR-253-CORE, Synchronous Optical Network Systems (SONET), Common
Generic Criteria; and
8.8.26. TR-NWT-000776, Network Interface Description for ISDN Customer
Access.
9. SIGNALING LINK TRANSPORT
9.1. Definition:
Signaling Link Transport is a set of two or four dedicated 56
Kbps. transmission paths between AT&T-designated Signaling Points
of Interconnection (SPOI) that provides appropriate physical
diversity.
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9.2. Technical Requirements
Signaling Link Transport shall consist of, as available, full
duplex mode 56 kbps transmission paths.
9.3. Of the various options available, Signaling Link Transport shall
perform in the following two ways:
9.3.1. As an "A-link which is a connection between a switch and a home
Signaling Transfer Point Switch (STPS) pair; and
9.3.2. As a "D-link" which is a connection between two STPS pairs in
different company networks (e.g., between two STPS pairs for two
Competitive Local Exchange Carriers (CLECs)).
9.4. Signaling Link Transport shall consist of two or more signaling
link layers as follows:
9.4.1. An A-link layer shall consist of two links; and
9.4.2. A D-link layer shall consist of four links.
9.4.3. A signaling link layer shall satisfy a performance objective such
that:
9.4.3.1. There shall be no more than two minutes down time per year for an
A-link layer; and
9.4.3.2. There shall be negligible (less than 2 seconds) down time per
year for a D-link layer.
9.4.4. A signaling link layer shall satisfy interoffice and intraoffice
diversity of facilities and equipment, such that:
9.4.4.1. No single failure of facilities or equipment causes the failure
of both links in an A-link layer; and
9.4.4.2. No two concurrent failures of facilities or equipment shall cause
the failure of all four links in a D-link layer.
9.5. Interface Requirements
9.5.1. There shall be a dedicated DS1 (1.544 Mbps) interface at the
AT&T-designated SPOls. Each 56 kbps transmission path shall
appear as a DSO channel within the DS1 interface.
10. SIGNALING TRANSFER POINTS (STPs)
10.1. Definition: Signaling Transfer Points is a signaling network
function that includes all of the capabilities provided by the
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signaling transfer point switches (STPs) and their associated
signaling links which enable the exchange of SS7 messages among
and between switching elements, database elements and signaling
transfer point switches.
10.2. Technical Requirements
10.2.1. STPs shall provide access to all other GTE Network Elements that
are a part of the GTE SS7 network. These include:
10.2.1.1. GTE Local Switching or Tandem Switching;
10.2.1.2. GTE Service Control Points/DataBases;
10.2.1.3. Third-party local or tandem switching systems connected to the
GTE SS7 network; and
10.2.1.4. Third-party-provided STPs connected to the GTE SS7 network.
10.2.2. The connectivity provided by STPs shall support fully the
functions of all other GTE Network Elements directly connected to
the GTE SS7 network. This explicitly includes the use of the GTE
SS7 network to convey messages which neither originate nor
terminate at a signaling end point directly connected to the GTE
SS7 network (i.e., transient messages). When the GTE SS7 network
is used to convey transient messages, there shall be no
alteration of the Integrated Services Digital Network User Part
(ISDNUP) or Transaction Capabilities Application Part (TCAP) user
data that constitutes the content of the message. Notwithstanding
the foregoing, AT&T may interconnect to databases only through
the STP directly connected to that database.
10.2.3. If a GTE tandem switch routes calling traffic, based on dialed or
translated digits, on SS7 trunks between an AT&T local switch and
third party local switch, the GTE SS7 network shall convey the
TCAP messages that are necessary to provide Call Management
features (Automatic Callback, Automatic Recall, and Screening
List Editing) between the AT&T local STPs and the GTE STPs that
provide connectivity with the third party local switch, even if
the third party local switch is not directly connected to the GTE
STPs.
10.2.4. STPs shall provide all functions of the MTP as specified in ANSI
T1.111 (Reference 10.4). This includes:
10.2.4.1. Signaling Data Link functions, as specified in ANSI Tl.111.2;
10.2.4.2. Signaling Link functions, as specified in ANSI Tl.111.3; and
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10.2.4.3. Signaling Network Management functions, as specified in ANSI
T1.111.4.
10.2.5. STPs shall provide all functions of the SCCP necessary for Class
0 (basic connectionless) service, as specified in ANSI T1.112
(Reference 10.4). In particular, this includes Global Title
Translation (GTT) and SCCP Management procedures, as specified in
T1.112.4. In cases where the destination signaling point is a GTE
local or tandem switching system or data base, or is an AT&T or
third party local or tandem switching system directly connected
to the GTE SS7 network, STPs shall perform final GTT of messages
to the destination and SCCP Subsystem Management of the
destination. In all other cases, STPs shall perform intermediate
GTT of messages to a gateway pair of STPSs in an SS7 network
connected with the GTE SS7 network, and shall not perform SCCP
Subsystem Management of the destination.
10.2.6. STPs shall also provide the capability to route SCCP messages
based on ISNI, as specified in ANSI T1.118 (Reference 10.4), when
this capability becomes available on GTE STPs.
10.2.7. When such capability is deployed in the GTE network, STPs shall
provide all functions of the OMAP commonly provided by STPS, as
specified in the reference in Section 10.4.5. This includes:
10.2.7.1. MTP Routing Verification Test (MRVT); and
10.2.7.2. SCCP Routing Verification Test (SRVT).
10.2.8. This Section 10.2.8 applies when such capabilities are deployed
in the GTE network. In cases where the destination signaling
point is a GTE local or tandem switching system or DB, or is an
AT&T or third party local or tandem switching system directly
connected to the GTE SS7 network, STPs shall perform MRVT and
SRVT to the destination signaling point. In all other cases, STPs
shall perform MRVT and SRVT to a gateway pair of STPSs in an SS7
network connected with the GTE SS7 network. This requirement
shall be superseded by the specifications for Internetwork MRVT
and SRVT if and when these become approved ANSI standards and
available capabilities of GTE STPs.
10.2.9. STPs shall be equal to or better than the following performance
requirements:
10.2.9.1. MTP Performance, as specified in ANSI T1.111.6; and
10.2.9.2. SCCP Performance, as specified in ANSI T1.l12.5.
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10.2.10. AT&T and GTE agree to participate in a multi-provider test that
will enable AT&T to have unbundled access to GTE's non-shared AIN
triggers equivalent to the access that GTE has, in accordance
with any Commission directives. The test will commence as soon
as the participants agree on the testing methods, procedures,
timelines, measurement criteria and other relevant conditions of
the test, but in no event shall the test begin later than April
1, 1997.
10.2.11. AT&T and GTE agree to participate in the industry IN Forum
"Interconnection and Access Group" project to address
interconnection requirements for multiple third party AIN SCP
access to GTE's switch triggers. AT&T and GTE recognize that
actual commencement of tests under this project will be
determined by all participants in the project.
10.3. Interface Requirements
10.3.1. GTE shall provide the following STPS options to connect AT&T or
AT&T-designated local switching systems or STPSs to the GTE SS7
network:
10.3.1.1. An A-link interface from AT&T local switching systems; and,
10.3.1.2. A D-link interface from AT&T local STPSs.
10.3.2. Each type of interface shall be provided by one or more sets
(layers) of signaling links, as follows:
10.3.2.1. An A-link layer shall consist of two links; and
10.3.2.2. A D-link layer shall consist of four links.
10.3.3. The Signaling Point of Interconnection (SPOI) for each link shall
be located at a cross-connect element, such as a DSX-1, in the
Central Office (CO) where the GTE STPS is located. There shall
be a DS1 or higher rate transport interface at each of the SPOIs.
Each signaling link shall appear as a DSO channel within the DS1
or higher rate interface. GTE shall offer higher rate DS1
signaling for interconnecting AT&T local switching systems or
STPSs with GTE STPSs as soon as these become approved ANSI
standards and available capabilities of GTE STPs.
10.3.4. GTE shall provide intraoffice diversity between the SPOIs and the
GTE STPS, so that no single failure of intraoffice facilities or
equipment shall cause the failure of both D-links in a layer
connecting to a GTE STPS.
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10.3.5. GTE shall provide MTP and SCCP protocol interfaces that shall
conform to all sections relevant to the MTP or SCCP in the
following specifications:
10.3.5.1. Bellcore GR-905-CORE, Common Channel Signaling Network Interface
Specification (CCSNIS) Supporting Network Interconnection,
Message Transfer Part (MTP), and Integrated Services Digital
Network User Part (ISDNUP), and
10.3.5.2. Bellcore GR-1432-CORE, CCS Network Interface Specification
(CCSNIS) Supporting Signaling Connection Control Part (SCCP) and
Transaction Capabilities Application Part (TCAP).
10.3.6. Message Screening
10.3.6.1. GTE shall set message screening parameters so as to accept
messages from AT&T local or tandem switching systems destined to
any signaling point in the GTE SS7 network with which the AT&T
switching system has a legitimate signaling relation.
10.3.6.2. GTE shall set message screening parameters so as to accept
messages from AT&T local or tandem switching systems destined to
any signaling point or network interconnected within the GTE SS7
network with which the AT&T switching system has a legitimate
signaling relation.
10.3.6.3. GTE shall set message screening parameters so as to accept
messages destined to an AT&T local or tandem switching system
from any signaling point or network interconnected within the GTE
SS7 network with which the AT&T switching system has a legitimate
signaling relation.
10.3.6.4. GTE shall set message screening parameters so as to accept and
send messages destined to an AT&T SCP from any signaling point or
network interconnected within the GTE SS7 network with which the
AT&T SCP has a legitimate signaling relation.
10.4. STPs shall be equal to or better than all of the requirements for
STPs set forth in the following technical references:
10.4.1. ANSI Tl.111-1992 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) Message
Transfer Part (MTP);
10.4.2. ANSI Tl.111A-1994 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) Message
Transfer Part (MTP) Supplement;
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10.4.3. ANSI T1.l12-1992 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) Signaling
Connection Control Part (SCCP);
10.4.4. ANSI T1.115-1990 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) Monitoring
and Measurements for Networks;
10.4.5. ANSI T1.l16-1990 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) Operations,
Maintenance and Administration Part (OMAP);
10.4.6. ANSI T1.l18-1992 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) Intermediate
Signaling Network Identification (ISNI);
10.4.7. Bellcore GR-905-CORE, Common Channel Signaling Network Interface
Specification (CCSNIS) Supporting Network Interconnection,
Message Transfer Part (MTP), and Integrated Services Digital
Network User Part (ISDNUP); and
10.4.8. Bellcore GR-1432-CORE, CCS Network Interface Specification
(CCSNIS) Supporting Signaling Connection Control Part (SCCP) and
Transaction Capabilities Application Part (TCAP).
11. SERVICE CONTROL POINTS/DATABASES
11.1 Definition:
Databases are the Network Elements that provide the functionality
for storage of, access to, and manipulation of information
required to offer a particular service and/or capability.
11.1.1 A Service Control Point (SCP) is a specific type of Database
Network Element functionality deployed in a Signaling System 7
(SS7) network that executes service application logic in
response to SS7 queries sent to it by a switching system also
connected to the SS7 network. SCPs also provide operational
interfaces to allow for provisioning, administration and
maintenance of subscriber data and service application data
(e.g., an 800 database stores customer record data that provides
information necessary to route 800 calls).
11.2. Technical Requirements for SCPs/Databases
Requirements for SCPs/Databases within this section address
storage of information, access to information (e.g. signaling
protocols, response times), and administration of information
(e.g., provisioning, administration, and maintenance). All
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SCPs/Databases shall be provided to AT&T in accordance with the
following requirements, except where such a requirement is
superseded by specific requirements set forth in Sections 11.3 to
11.7.
11.2.1 GTE shall make available physical interconnection to SCPs through
the SS7 network and protocols, as specified in this Attachment,
with TCAP as the application layer protocol.
11.2.2. Except for GTE's directory assistance databases, GTE shall
provide physical interconnection to databases via industry
standard interfaces and protocols. GTE will provide AT&T with
copies of its directory assistance databases on magnetic tape.
GTE will also provide to AT&T daily updates to its directory
assistance databases on magnetic tape. AT&T and GTE shall agree
on the type of magnetic tape, the format of the data on the
tapes, the locations for delivery of the tapes, and all other
implementation issues that the parties need to be resolved within
ten days of the Effective Date of this Agreement. If the parties
fail to reach agreement pursuant to this Section, the parties
will submit the disputed issues to the alternative dispute
resolution process as set forth in this Agreement.
11.2.3. The reliability of interconnection options shall be consistent
with requirements for diversity and survivability as specified in
Section 9.4.4 of this Attachment (which applies to both SS7 and
non-SS7 interfaces).
11.2.4. Database functionality shall be unavailable a maximum of 30
minutes per year.
11.2.5. GTE shall provide Database provisioning consistent with the
provisioning requirements of this Agreement (e.g., data required,
edits, acknowledgments, data format and transmission medium and
notification of order completion).
11.2.6. GTE shall provide Database maintenance consistent with the
maintenance requirements as specified in this Agreement.
11.2.7. GTE shall provide billing and recording information to track
database usage consistent with connectivity billing and recording
requirements as specified in this Agreement.
11.2.8. GTE shall provide SCPs/Databases in accordance with the physical
security requirements specified in this Agreement.
11.2.9. GTE shall provide SCPs/Databases in accordance with the logical
security requirements specified in this Agreement.
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11.3. Line Information Database (LIDB).
This Subsection 11.3 defines and sets forth additional
requirements for the Line Information Database.
11.3.1. Definition:
The Line Information Database (LIDB) is a transaction-oriented
database accessible through Common Channel Signaling (CCS)
networks. It contains records associated with customer Line
Numbers and Special Billing Numbers (in accordance with the
requirements in the technical reference in Section 11.7.5). LIDB
accepts queries from other Network Elements and provides
appropriate responses. The query originator need not be the owner
of LIDB data. LIDB queries include functions such as screening
billed numbers that provides the ability to accept Collect or
Third Number Billing calls and validation of Telephone Line
Number based non-proprietary calling cards. The interface for the
LIDB functionality is the interface between the GTE CCS network
and other CCS networks. LIDB also interfaces to administrative
systems. The administrative system interface provides Work
Centers with an interface to LIDB for functions such as
provisioning, auditing of data, access to LIDB measurements and
reports.
11.3.2. Technical Requirements
11 3.2.1. Prior to the availability of a long-term solution for Local
Number Portability, GTE shall enable AT&T to store in GTE's LIDB
any customer Line Number or Special Billing Number record, for
which the NPA-NXX or NXX-0/lXX Group is supported by that LIDB.
11.3.2.2. Prior to the availability of a long-term solution for Local
Number Portability, GTE shall enable AT&T to store in GTE's LIDB
any customer Line Number or Special Billing Number record, and
NPA-NXX and NXX-0/lXX Group Records, belonging to an NPA-NXX or
NXX-0/1XX owned by AT&T.
11.3.2.3. Subsequent to the availability of a long-term solution for Local
Number Portability, GTE shall enable AT&T to store in GTE's LIDB
any customer Line Number or Special Billing Number record,
regardless of the number's NPA-NXX or NXX-0/1XX.
11.3.2.4. GTE shall perform the following LIDB functions for AT&T's
customer records in LIDB:
11.3.2.4.1. Billed Number Screening (provides information such as whether the
Billed Number may accept Collect or Third Number Billing calls);
and
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11.3.2.4.2. Calling Card Validation.
11.3.2.5. GTE shall process AT&T's customer records in LIDB at least at
parity with GTE customer records. With respect to other LIDB
functions, GTE shall indicate to AT&T what additional functions
(if any) are performed by LIDB in their network.
11.3.2.6. Within two (2) weeks after a request by AT&T, GTE shall provide
AT&T with a list of the customer data items which AT&T would have
to provide in order to support each required LIDB function. The
list shall indicate which data items are essential to LIDB
function, and which are required only to support certain
services. For each data item, the list shall show the data
formats, the acceptable values of the data item and the meaning
of those values.
11.3.2.7. GTE shall provide LIDB systems for which operating deficiencies
that would result in calls being blocked, shall not exceed 30
minutes per year.
11.3.2.8. GTE shall provide LIDB systems for which operating deficiencies
that would not result in calls being blocked, shall not exceed 12
hours per year.
11.3.2.9. GTE shall provide LIDB systems for which the LIDB function shall
be in overload (degraded performance in accordance with the
technical reference in Section 11.7.5) no more than 12 hours per
year. Such deficiency period is in addition to the periods
specified in Sections 11.3.2.7 and 11.3.2.8 above.
11.3.2.10. GTE shall make changes to NPA-NXX and NXX-0/lXX Group Records,
and Line Number and Special Billing Number Records associated
with AT&T Customer, as requested by AT&T, with a goal of doing so
within 24 hours of AT&T's request, or within time frames at
parity with those time frames in which GTE makes such changes for
its own or any other carrier's customers, whichever is less.
11.3.2.11. If AT&T purchases unbundled switching from GTE and end user
customers change their local service provider, GTE shall maintain
customer data (for line numbers, card numbers, and for any other
types of data maintained in LIDB) so that such customers shall
not experience any interruption of service due to the lack of
such maintenance of customer data.
11.3.2.12. All additions, updates and deletions of AT&T data to the LIDB
shall be solely at the direction of AT&T.
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11.3.2.13. GTE shall provide priority updates to LIDB for AT&T data upon
AT&T's request (e.g., to support fraud protection).
11.3.2.14. GTE shall provide LIDB systems such that no more than 0.01% of
AT&T Customer records will be missing from LIDB, as measured by
AT&T audits.
11.3.2.15. GTE shall perform backup and recovery of all of AT&T's data in
LIDB as frequently as AT&T may reasonably specify, including
sending to LIDB all changes made since the date of the most
recent backup copy.
11.3.2.16. GTE shall provide to AT&T access to LIDB measurements and reports
at least at parity with the capability GTE has for its own
customer records and that GTE provides to any other party.
11.3.2.17. GTE shall provide AT&T with LIDB reports of data which are
missing or contain errors, as well as any misroute errors, within
the time period reasonably designated by AT&T.
11.3.2.18. GTE shall prevent any access to or use of AT&T data in LIDB by
GTE personnel or by any other party that is not authorized by
AT&T in writing.
11.3.2.19. GTE shall provide AT&T performance of the LIDB Data Screening
function, which allows a LIDB to completely or partially deny
specific query originators access to LIDB data owned by specific
data owners, (in accordance with the technical reference in
Section 11.7.5) for Customer Data that is part of an NPA-NXX or
NXX-0/1XX wholly or partially owned by AT&T at least at parity
with GTE Customer Data. GTE shall obtain from AT&T the screening
information associated with LIDB Data Screening of AT&T data in
accordance with this requirement.
11.3.2.20. GTE shall accept queries to LIDB associated with AT&T Customer
records, and shall return responses in accordance with the
requirements of this Section 11.
11.3.2.21. GTE shall provide mean processing time at the LIDB within 0.50
seconds under normal conditions as defined in the technical
reference in Section 11.7.5.
11.3.2.22. GTE shall provide processing time at the LIDB within 1 second for
99% of all messages under normal conditions as defined in the
technical reference in Section 11.7.5.
11.3.2.23. GTE shall provide 99.9% of all LIDB queries in a round trip
response within 2 seconds.
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11.3.3. Interface Requirements.
GTE shall offer LIDB in accordance with the requirements of this
Section 11.3.3.
11.3.3.1. The interface to LIDB shall be in accordance with the technical
reference in Section 11.7.3.
11.3.3.2. The CCS interface to LIDB shall be the standard interface
described in Section 11.7.3.
11.3.3.3. The LIDB Data Base interpretation of the ANSI-TCAP messages shall
comply with the technical reference in Section 11.7.4. Global
Title Translation shall be maintained in the signaling network in
order to support signaling network routing to the LIDB.
11.4. Toll Free Number Database
The Toll Free Number Database is a SCP that provides
functionality necessary for toll free (e.g., 800 and 888) number
services by providing routing information and additional so-
called vertical features during call set-up in response to
queries from SSPs. GTE shall provide the Toll Free Number
Database in accordance with the following:
11.4.1. Technical Requirements
11.4.1.1. GTE shall make the GTE Toll Free Number Database available for
AT&T to query with a toll-free number and originating
information.
11.4.1.2. The Toll Free Number Database shall return carrier identification
and, where applicable, the queried toll free number, translated
numbers and instructions as it would in response to a query from
a GTE switch.
11.4.1.3. The SCP shall also provide, where available and upon AT&T's
request, such additional features as described in SR-TSV-002275
(BOC Notes on the LEC Networks, SR-TSV-002275, Issue 2,
(Bellcore, April 1994)) as are available to GTE. These may
include but are not limited to:
11.4.1.3.1. Network Management;
11.4.1.3.2. Customer Sample Collection; and
11.4.1.3.3. Service Maintenance.
11.4.2. Interface Requirements
The signaling interface between the AT&T or other local switch
and
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the Toll-Free Number database shall use the TCAP protocol as
specified in the technical reference in Section 11.7.1, together
with the signaling network interface as specified in the
technical reference in Sections 11.7.2 and 11.7.6.
11.5. Automatic Location Identification/Data Management System
(ALI/DMS)
11.5.1. The ALI/DMS Database contains customer information (including
name, address, telephone information, and sometimes special
information from the local service provider or customer) used to
determine to which Public Safety Answering Point (PSAP) to route
the call. The ALI/DMS database is used to provide more routing
flexibility for E911 calls than Basic 911.
11.6. Technical Requirements
11.6.1. GTE shall provide the Emergency Services Data Base in accordance
with the following: GTE shall offer AT&T a data link to the
ALI/DMS database or permit AT&T to provide its own data link to
the ALI/DMS database. GTE shall provide error reports from the
ALI/DMS data base to AT&T immediately after AT&T inputs
information into the ALI/DMS data base. Alternately, AT&T may
utilize GTE to enter customer information into the data base on a
demand basis, and validate customer information on a demand
basis.
11.6.2. The ALI/DMS database shall contain the following customer
information:
11.6.2.1. Name;
11.6.2.2. Address;
11.6.2.3. Telephone number; and
11.6.2.4. Other information as appropriate (e.g., Whether a customer is
blind or deaf or has another disability).
11.6.2.5. When GTE is responsible for administering the ALI/DMS database in
its entirety, ported number NXXs entries for the ported numbers
should be maintained unless AT&T requests otherwise and shall be
updated if AT&T requests.
11.6.2.6. When Remote Call Forwarding (RCF) is used to provide number
portability to the local customer and a remark or other
appropriate field information is available in the database, the
shadow or "forwarded-to" number and an indication that the number
is ported shall be added to the customer record.
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11.6.2.7. If GTE is responsible for configuring PSAP features (for cases
when the PSAP or GTE supports an ISDN interface) it shall
ensure that CLASS Automatic Recall (Call Return) is not used to
call back to the ported number.
11.7. Interface Requirements.
11.7.1. The interface between the E911 Switch or Tandem and the ALI/DMS
database for AT&T Customer shall meet industry standards.
SCPs/Databases shall be equal to or better than all of the
requirements for SCPs/Databases set forth in the following
technical references:
GR-246-CORE, Bell Communications Research Specification of
Signaling System Number 7, ISSUE 1 (Bellcore, December 1995);
11.7.2. GR-1432-CORE, CCS Network Interface Specification (CCSNIS)
Supporting Signaling Connection Control Part (SCCP) and
Transaction Capabilities Application Part (TCAP). (Bellcore,
March 1994);
11.7.3. GR-954-CORE, CCS Network Interface Specification (CCSNIS)
Supporting Line Information Database (LIDB) Service 6, Issue 1,
Rev. 1 (Bellcore, October 1995);
11.7.4. GR-1149-CORE, OSSGR Section 10: System Interfaces, Issue 1
(Bellcore, October 1995) (Replaces TR-NWT-001149);
11.7.5. GR-1158-CORE, OSSGR Section 22.3: Line Information Database 6,
Issue (Bellcore, October 1995);
11.7.6. GR-1428-CORE, CCS Network Interface Specification (CCSNIS)
Supporting Toll Free Service (Bellcore, May 1995); and
11.7.7. BOC Notes on the RLEC Networks, SR-TSV-002275, ISSUE 2,
(Bellcore, April 1994).
11.8. Service Creation Environment and Service Management System
(SCE/SMS) Advanced Intelligent Network (AIN) Access
11.8.1. SCE/SMS AIN Access shall provide AT&T the ability to create
service applications in the GTE SCE and deploy those applications
via the GTE SMS to the GTE SCP. This interconnection arrangement
shall provide AT&T access to the GTE development environment and
administrative system in a manner at least at parity with GTE's
ability to deliver its own AIN-based services. SCE/SMS AIN Access
is the provisioning of AIN functionality in a
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GTE local switch, development of service applications within the
GTE Service Creation Environment, and deployment of service
applications via the GTE Service Management System. See Figure 2
below.
[FIGURE 2 APPEARS HERE]
11.8.2. GTE shall make SCE hardware, software, testing and technical
support (e.g., help desk, system administrator) resources
available to AT&T. Scheduling of SCE resources shall allow AT&T
at least equal priority to GTE.
11.8.3. The GTE SCE/SMS shall allow for multi-user access with proper
source code management and other logical security functions as
specified in the Security section of this Agreement.
11.8.4. The GTE SCP shall partition and protect AT&T service logic and
data from unauthorized access, execution or other types of
compromise.
11.8.5. GTE shall provide training, documentation, and technical support
of AT&T development staff only in cases in which such training,
documentation and technical support is not reasonably available
from another source. If training, documentation or technical
support is required in accordance with this section, it will be
provided in a manner at least at parity with that provided by GTE
to its development staff.
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11.8.6. When AT&T selects SCE/SMS AIN Access, GTE shall provide for a
secure, controlled access environment on-site and if and when
available to GTE, via remote data connections (e.g., dial up,
LAN, WAN).
11.8.7. When AT&T selects SCE/SMS AIN Access, GTE shall allow AT&T to
download data forms and/or tables to GTE SCP via GTE SMS without
intervention from GTE (e.g., service customization and customer
subscription); provided, however, that AT&T may not download a
customized service until such service has met GTE's certification
standards.
11.8.8. SCPs/Databases shall offer SCE/SMS AIN Access in accordance with
the requirements of: GR-1280-CORE, AIN Service Control Point
(SCP) Generic Requirements.
12. TANDEM SWITCHING
12.1. Definition:
Tandem Switching is the function that establishes a
communications path between two switching offices through a third
switching office (the tandem switch).
12.2. Technical Requirements
12.2.1. When the following capabilites are not available from the Local
Switching network element, then they shall be provided by the
tandem switch:
12.2.1.1. Signaling to establish a tandem connection;
12.2.1.2. Screening and routing;
12.2.1.3. Recording of all billable events;
12.2.1.4. Tandem Switching shall provide Advanced Intelligent Network
functionality supporting AIN features;
12.2.1.5. Connectivity to Operator Systems; and
12.2.1.6. Tandem Switching shall provide access to the 800/888 database,
and, when available, to the number portability database.
12.2.1.7. Tandem Switching shall provide all trunk interconnections
discussed under the "Network Interconnection" section (e.g., SS7,
MF, DTMF, DialPulse, PRI-ISDN, DID, and CAMA-ANI (if appropriate
for 911));
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12.2.1.8. Tandem Switching shall provide connectivity to PSAPs where 911
solutions are deployed and the tandem is used for 911; and
12.2.1.9. Tandem Switching shall provide connectivity to transit traffic to
and from other carriers.
12.2.2. Tandem Switching shall accept connections (including the
necessary signaling and trunking interconnections) between end
offices, other tandems, IECS, ICOs, CAPs and CLEC switches.
12.2.3. Tandem Switching shall provide local tandeming functionality
between two end offices including two offices belonging to
different CLEC's (e.g., between an AT&T end office and the end
office of another CLEC).
12.2.4. Tandem Switching shall preserve CLASS/LASS features and Caller ID
as traffic is processed. Additional signaling information and
requirements are provided in Section 10.
12.2.5. Tandem Switching shall record billable events and send them to
the area billing centers designated by AT&T. Billing requirements
are specified in Attachment 6 of this Agreement.
12.2.6. GTE shall perform routine testing and fault isolation on the
underlying switch that is providing Tandem Switching and all its
interconnections. When requested by AT&T, the results and reports
of the testing shall be made available to AT&T. If AT&T requests
testing and fault isolation which GTE does not provide for
itself, AT&T shall pay all costs associated thereof to the extent
that such costs are not otherwise included in the cost of the
element.
12.2.7. GTE shall maintain AT&T's trunks and interconnections associated
with Tandem Switching at least at parity to its own trunks and
interconnections.
12.2.8. When requested by AT&T, GTE shall provide performance data
regarding traffic characteristics or other measurable elements to
AT&T for review. If AT&T requests performance data which GTE does
not provide for itself, AT&T shall pay all costs associated
thereof to the extent that such costs are not otherwise included
in the cost of the element.
12.2.9. Tandem Switching shall control congestion using capabilities such
as Automatic Congestion Control and Network Routing Overflow
Congestion control provided or imposed on AT&T traffic shall be
at parity with controls being provided or imposed on GTE
traffic (e.g., GTE shall not block AT&T traffic and leave its
traffic unaffected or less affected).
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12.2.10. Tandem Switching shall route calls to GTE or AT&T endpoints or
platforms (e.g., operator services and PSAPs) on a per call basis
as designated by AT&T. AT&T shall pay costs associated therewith
to the extent that such costs are not otherwise included in the
cost of the element consistent with Part V of this Agreement.
Detailed primary and overflow routing plans for all interfaces
available within the GTE switching network shall be mutually
agreed to by AT&T and GTE.
12.2.11. Tandem Switching shall process originating toll-free traffic
received from an AT&T local switch.
12.2.12. The Local Switching and Tandem Switching functions may be
combined in an office. If this is done, both Local Switching and
Tandem Switching shall provide all of the functionality required
of each of those Network Elements in this Agreement.
12.3. Interface Requirements
12.3.1. Tandem Switching shall provide interconnection to the E911 PSAP
where the underlying Tandem is acting as the E911 Tandem.
12.3.2. Tandem Switching shall interconnect, with direct trunks, to all
carriers with which GTE interconnects.
12.3.3. GTE shall provide all signaling necessary to provide Tandem
Switching with no loss of feature functionality.
12.3.4. Tandem Switching shall interconnect with AT&T's switch, using
two-way trunks, for traffic that is transiting via the GTE
network to intraLATA or intraLATA carriers. Subject to Attachment
15 and at AT&T's request, Tandem Switching shall record and keep
records of traffic for billing.
12.3.5. At AT&T's request, Tandem Switching shall provide overflow
routing of traffic from a given trunk group or groups onto
another trunk group or groups according to the methodology that
AT&T designates. In the event AT&T's request goes beyond what GTE
provides for itself, AT&T shall pay costs associated therewith to
the extent that such costs are not otherwise included in the
underlying element charge.
12.3.6. Tandem Switching shall adhere to the Trunk Interface Requirements
provided in the "Network Interconnection" section.
12.4. Tandem Switching shall meet or exceed (i.e., be more favorable to
AT&T) each of the requirements for Tandem Switching set forth in
the following technical references:
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12.4.1. Bell Communications Research TR-TSY-000540 issue 2R2, Tandem
Supplement, 6/l/90;
12.4.2. GR-905-CORE covering CCSNIS; and
12.4.3. GR-1429-CORE for call management features; and GR-2863-CORE and
GR-2902-CORE covering CCS AIN interconnection.
13. ADDITIONAL REQUIREMENTS
This Section 13 of Attachment 2 sets forth the additional
requirements for unbundled Network Elements which GTE agrees to
offer to AT&T under this Agreement.
13.1. Cooperative Testing
13.1.1. Definition:
Cooperative Testing means that GTE shall cooperate with AT&T upon
request or as needed to (1) ensure that the Network Elements and
Ancillary Functions and additional requirements being provided to
AT&T by GTE are in compliance with the requirements of this
Agreement; and (2) test the overall functionality of various
Network Elements and Ancillary Functions provided by GTE to AT&T
in combination with each other or in combination with other
equipment and facilities provided by AT&T or third parties, and
(3) ensure that all operational interfaces and processes are in
place and functioning properly and efficiently for the
provisioning and maintenance of Network Elements and Ancillary
Functions and so that all appropriate billing data can be
provided to AT&T:
13.1.2. Requirements
Within sixty (60) days of the Effective Date of this Agreement,
AT&T and GTE will agree upon a process to resolve cooperative
testing issues and technical issues relating to interconnection
of AT&T's network to GTE's network and Network Elements and
Ancillary Functions. The agreed-upon process shall include
procedures for escalating disputes and unresolved issues up
through higher levels of each company's management. If AT&T and
GTE do not reach agreement on such a process within sixty (60)
days, any issues that have not been resolved by the parties with
respect to such process shall be submitted to the ADR procedures
set forth in Section 14 and Attachment 1 of this Agreement unless
both Parties agree to extend the time to reach agreement on such
issues.
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13.1.2.1. GTE shall provide to AT&T the same type and quality of loop
testing information that it provides to itself. Where GTE
develops loop testing information as a matter of course, it will
make that information available to AT&T where such information is
relevant to AT&T's business. Where GTE maintains the internal
discretion to test loops as needed, GTE will provide similar
testing discretion to AT&T.
13.2. Performance
13.2.1. Scope:
This section addresses performance requirements for Network
Elements and Ancillary Functions to provide local service. It
includes requirements for the reliability and availability of
Network Elements and Ancillary Functions, and quality parameters
such as transmission quality (analog and digital), and speed (or
delay). In addition, an overview of service performance
requirements is given.
13.2.1.1. The General Performance Requirements in this section apply to all
aspects of Network Elements and Ancillary Functions. Additional
requirements are given in this performance section and in the
individual Network Elements sections.
13.2.1.2. GTE shall work cooperatively with AT&T to determine appropriate
performance allocations across Network Elements.
13.2.2. This section left intentionally blank.
13.2.3. GTE shall provide performance equal to or better than all of the
requirements set forth in the following technical references:
13.2.3.1. Bell Communications Research, Inc. Documents;
13.2.3.1.1. FR-64, LATA Switching Systems Generic Requirements (LSSGR). This
document contains 117 Technical References and Generic
Requirements. Sections provide the requirements for local
switching systems (also referred to as end offices) that serve
customers' lines. Some modules of the LSSGR are also referenced
separately in this document;
13.2.3.1.2. TR-NWT-000499, Issue 5, Rev 1, April 1992, Transport Systems
Generic Requirements (TSGR): Common Requirements;
13.2.3.1.3. TR-NWT-000418, Issue 2, December 1992, Generic Reliability
Assurance Requirements For Fiber Optic Transport Systems;
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13.2.3.1.4. TR-NWT-000057, Issue 2, January 1993, Functional Criteria for
Digital Loop Carriers Systems;
13.2.3.1.5. TR-NWT-000507, Issue 5, December 1993, LSSGR - Transmission,
Section 7;
13.2.3.1.6. GR-303-CORE, Issue 1, September 1995, Integrated Digital Loop
Carrier System Generic Requirements, Objectives, and Interface;
13.2.3.1.7. GR-334-CORE, Issue 1, June 1994, Switched Access Service:
Transmission Parameter Limits and Interface Combinations;
13.2.3.1.8. TR-NWT-000335, Issue 3, May 1993, Voice Grade Special Access
Services - Transmission Parameter Limits and Interface
Combinations;
13.2.3.1.9. TR-TSY-000529, Issue 2, July 1987, Public Safety - LSSGR;
13.2.3.1.10. GR-1158-CORE, Issue 2, October 1995, OSSGR Section 22.3: Line
Information Database;
13.2.3.1.11. TR-TSY-000511, Issue 2, July 1987, Service Standards, a Module
(Section 11) of LATA Switching Systems Generic Requirements
(LSSGR, FR-NWT-000064);
13.2.3.1.12. TR-NWT-000393, January 1991, Generic Requirements for ISDN Basic
Access Digital Subscriber Lines;
13.2.3.1.13. TR-NWT-000909, December 1991, Generic Requirements and Objectives
for Fiber In The Loop Systems;
13.2.3.1.14. TR-NWT-000505, Issue 3, May 1991, LSSGR Section 5, Call
Processing;
13.2.3.1.15. FR-NWT-000271, 1993, Operator Services Systems Generic
Requirements (OSSGR);
13.2.3.1.16. TR-NWT-001156, Issue 2, July 1993, OSSGR Operator Services
Systems Generic Requirements, Section 21, Operator Subsystem,
13.2.3.1.17. SR-TSY-001171, Issue 1, January 1989, Methods and Procedures for
System Reliability Analysis; and
13.2.3.1.18. Bellcore Telecommunications Transmission Engineering, 3rd Ed,
1990.
13.2.3.2. ANSI Standards
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13.2.3.2.1. ANSI T1.512-1994, Network Performance - Point-to-Point Voice-
Grade Special Access Network Voiceband Data Transmission
Objectives;
13.2.3.2.2. ANSI T1.506-1990, Network Performance - Transmission
Specifications for Switched Exchange Access Network;
13.2.3.2.3. ANSI T1.508-1992, Telecommunications - Network Performance - Loss
Plan for Evolving Digital Networks. Also supplement Tl.508a-1993;
and
13.2.3.2.4. ANSI T1.101-1994, Digital Synchronization Network Plan.
13.2.3.3. TIA/EIA Standards
13.2.3.3.1. Requirements not specifically addressed here shall be found in
the documents listed in Electronic Industries
Association/Telecommunications Industries Association Standards
and Engineering Publications;
13.2.3.3.2. TIA/EIA TSB-37A, Telephone Network Transmission Model for
Evaluating Modem Performance; and
13.2.3.3.3 TIA/EIA TSB-38, Test Procedure for Evaluation of 2-wire 4 kHz
Voiceband Duplex Modems.
13.2.3.4. IEEE Standards
13.2.3.4.1. IEEE Standard 743-1984, IEEE Standard Methods and Equipment for
Measuring Transmission Characteristics of Analog Voice Frequency
Circuits; and
13.2.3.4.2. ANSI/IEEE Standard 820-1984, Telephone Loop Performance
Characteristics.
13.2.3.5. AT&T Standards
13.2.3.5.1. Outside Plant Engineering Handbook, August 1994.
13.2.3.5.2. AT&T Pub. 60220, Issue 1, April 1991, 5ESS OSPS Interface
Technical Specification for Domestic Toll And Assistance
Applications,
13.2.3.5.3. AT&T Technical Reference TR 43202, May 1985, AT&T Analog Voice
Total and Coordinated Services;
13.2.3.5.4. AT&T Technical Reference TR 41458, April 1990, Special Access
Connection to the AT&T Network;
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13.2.3.5.5. AT&T Technical Reference TR 62415, June 1989, Access
Specification For High Capacity (DS1/DS3) Dedicated Digital
Service. Also TR 62415A2 November 1990, and TR 62415A3 July
1992 which are addenda to TR 62415;
13.2.3.5.6. AT&T Technical Reference TR 54016, September 1989,
Requirements For Interfacing Digital Terminal Equipment To
Services Employing The Extended Superframe Format;
13.2.3.5.7. AT&T Technical Reference TR 62411, December 1990, ACCUNET
T1.5 Service Description And Interface Specification. Also
Addendum 1 March 1991 and Addendum 2 October 1992;
13.2.3.5.8. AT&T Technical Reference TR 62421, December 1989, ACCUNET
Spectrum of Digital Services Description And Interface
Specification. Also TR 62421A Addendum 2 November 1992;
13.2.3.5.9. AT&T Data Communications Technical Reference TR 62310,
August 1993, DS0 Digital Local Channel Description And
Interface Specification. Also Addendum 2 November 1992;
13.2.3.5.10. AT&T Technical Reference TR 54014, 1992, ACCUNET T45 and
T45 Reserved Services - Service Description And Interface
Specification; and
13.2.3.5.11. AT&T Technical Reference TR 54018, most current issue,
ACCUNET Tl55 Service Description And Interface
Specification.
13.2.4. Specific Performance Requirements for Network Elements and
Ancillary Functions
13.2.4.1. The following sections itemize performance parameters for
Network Elements and Ancillary Functions. GTE shall
provide performance equal to or better than all of the
requirements set forth in this Section. Unless noted
otherwise, requirements and objectives are given in terms
of specific limits. This means that all tests (acceptance
and ongoing performance) shall meet the limit(s) to satisfy
the requirement.
13.2.4.2. Performance Allocation Transmission path impairments may be
----------------------
classified as either analog or digital, and will depend on
the nature of the signal transmitted across the Network
Element. Analog impairments are introduced on any analog
portion of the loop, typically between the NID portion of
Loop Distribution and the analog to digital (A/D)
conversion, and are usually correlated with the length of
the physical plant. Digital impairments are introduced by
A/D conversion and by interfaces between digital Network
Elements. In addition, noise can be introduced by either
analog transmission or the A/D conversion.
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13.2.4.3. Loop Combination Architecture Constraints
13.2.4.3.1. The following constraints will limit not only the
variety of Loop Combination architectures that may be
considered, but also the architectures GTE may consider
to deliver any Ancillary Function or Network Element.
These constraints apply to the entire path between the
NID portion of Loop Distribution and the GTE switch.
Any exceptions to these restrictions shall be
specifically requested or approved by AT&T in writing.
13.2.4.3.1.1. No more than 1 A-D conversion;
13.2.4.3.1.2. No more than 1, 2-to-4-wire hybrid;
13.2.4.3.1.3. No voice compression;
13.2.4.3.1.4. No echo cancelers or suppressers;
13.2.4.3.1.5. One digital loss pad per PBX;
13.2.4.3.1.6. No digital gain; and/or
13.2.4.3.1.7. No additional equipment that might significantly
increase intermodulation distortion.
13.2.4.4. Transmission Impairments
13.2.4.4.1. Analog Impairments Analog impairments are those
------------------
introduced on portions of the end-to-end circuit on
which communications signals are transmitted in analog
format. These portions of the transmission path would
typically be between NID and an A/D conversion, most
commonly on the metallic loop. The performance on the
analog portion of a circuit is typically inversely
proportional to the length of that circuit.
13.2.4.4.1.1. Loss
13.2.4.4.1.1.1. Electrical loss is measured using a 1004 Hz 0.0dB one
Milliwatt 900 ohm test tone.
13.2.4.4.1.1.2. Off-hook electrical loss between the NID and the switch
shall be no more than 8.0 dB for any line, and the mean
value for all lines shall be 3.5 dB +/- 0.5 dB.
On-hook electrical loss between the NID and the switch
shall be no more than 4.0 dB above the off-hook
electrical loss for any line.
13.2.4.4.1.2. Idle Channel Circuit Noise
13.2.4.4.1.2.1. Idle channel circuit noise (C-message) is added by
analog facilities, by the A/D conversion of signals, by
digital processing
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equipment (e.g. echo cancelers, digital loss pads),
robbed bit signaling, and errors on digital facilities.
13.2.4.4.1.2.2. Idle channel circuit noise shall be less than or equal
to 18 dBrnC.
13.2.4.4.1.3. Talker Echo
13.2.4.4.1.3.1. The primary source of echo is improper impedance-
matching at the 2-to-4 wire hybrid in the GTE network.
The impact on customer perception is a function of both
echo return loss and delay.
13.2.4.4.1.3.2. Echo Return Loss (ERL) shall be greater than 26dB to a
standard termination (900 ohms, 2.16 mFd), and greater
than 14 dB to a telephone set off-hook. Singing Return
Loss (SRL) shall be greater than 21dB to a standard
termination, and greater than 11 dB to a telephone set
off-hook.
13.2.4.4.1.4. Listener Echo
Listener echo is a double reflection of a transmitted
signal at two different impedance mismatches in the
end-to-end connection. While in extreme cases it can
degrade voice transmission performance, listener echo
is primarily an issue for voiceband data. The
requirements on Talker Echo shall apply to Listener
Echo.
13.2.4.4.1.5. Propagation and Processing Delay
13.2.4.4.1.5.1. Propagation delay is the delay involved in transmitting
information from one location to another. It is caused
by processing delays of equipment in the network and
delays associated with traveling across transmission
facilities.
13.2.4.4.1.5.2. GTE shall cooperate with AT&T to limit total service
propagation and processing delay to levels at parity
with that within the GTE local network.
13.2.4.4.1.6. Signal-to-Noise Ratio
13.2.4.4.1.6.1. The Signal-to-Noise Ratio (S/N) is a critical parameter
in determining voiceband data performance. It is
typically measured with a 1004 Hz tone.
13.2.4.4.1.6.2. GTE must provide on the Loop Combination a signal-to-
noise ratio of at least 37 dB between the NID and the
end office.
13.2.4.4.1.7. C-Notched Noise
The requirements for Signal-to-Noise Ration shall apply
to C-Notched Noise.
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13.2.4.4.1.8. Attenuation Distortion
13.2.4.4.1.8.1. Attenuation distortion, also known as frequency
distortion or gain slope, measures the variations in
loss at different frequencies across the voice
frequency spectrum (200 Hz - 3400 Hz). It is measured
by subtracting the loss at 1004 Hz from the loss at the
frequency of interest.
13.2.4.4.1.8.2. Attenuation distortion from the NID to the switch shall
be within the range (pound) 0.5 dB for frequencies
between 304 and 3004 Hz; from the switch to NID
attenuation distortion shall be within the range
(pound) 0.5 dB for frequencies between 204 Hz and 3004
Hz. In addition, attenuation distortion shall remain
within the range +1dB/-3dB for frequencies between 200
Hz and 3500 Hz.
13.2.4.4.1.9. Envelope Delay Distortion
13.2.4.4.1.9.1. Envelope Delay Distortion (EDD) measures the difference
in transit time of signals at different frequencies.
EDD is measured relative to the transit time of a 1704
Hz. tone, and is given in microseconds. EDD is used as
an approximation of the group delay of the channel.
13.2.4.4.1.9.2. EDD shall be: 1704 Hz to 604 Hz - less than or equal to
350 msec.; 1704 Hz to 2804 Hz - less than or equal to
195 msec.; 1704 Hz.to 204 Hz - less than or equal to
580 msec.; 1704 Hz to 3404 Hz - less than or equal to
400 msec.
13.2.4.4.1.10. Phase Jitter
13.2.4.4.1.10.1. Phase jitter measures the unwanted angular modulation
of a signal. It is caused by noise or the actual
modulation of the signal by another unwanted signal. It
displaces the zero crossings of a signal. It is
measured in terms of peak-to-peak deviations of a 1004
Hz tone from its nominal zero crossings, and in a
particular frequency band (20-300 Hz and either 4-300
Hz or 2-300 Hz). Phase jitter impacts voiceband data
performance and can make modems more susceptible to
other impairments, including noise.
13.2.4.4.1.10.2. From the NID to the interexchange carrier point of
termination, phase jitter shall be less than 1.5
degrees point-to-point in the 20-300 Hz band, and
less than 1.8 degrees point-to-point in the 4-300 Hz
band.
13.2.4.4.1.11. Amplitude Jitter
13.2.4.4.1.11.1. Amplitude jitter is any deviation of the peak value of
a 1004 Hz signal from its nominal value. Excessive
amounts can impair voiceband data performance. It is
primarily caused by noise but can also be caused by
phase jitter, gain hits, or single frequency
interference.
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13.2.4.4.1.11.2. In NID-interexchange carrier point of termination, less
than or equal to 2.5% of amplitude jitter is permitted
in the 20-300 Hz band and less than or equal to 2.9%
in the 4-300 Hz band.
13,2.4.4.1.12. Intermodulation Distortion
13.2.4.4.1.12.1. lntermodulation distortion (IMD) measures non-linear
distortions of a signal. It compares the power of
harmonic tones to the power of the transmitted tones.
It is measured for both the 2nd and 3rd harmonics of
the transmitted tones. IMD is caused by compression or
clipping and can impair voiceband data performance.
Both 2nd and 3rd order IMD between the NID and end
office must be greater than or equal to 52dB.
13.2.4.4.1.13. Impulse Noise
13.2.4.4.1.13.1. Impulse noise is a sudden and large increase in noise
on a channel for a short duration of time. Impulse
noise is measured as a count of the number of times a
noise threshold is exceeded during a given time period
(typically 5 or 15 minutes). It is caused by protection
switching, maintenance activities, electromechanical
switching systems, digital transmission errors, and
line coding mismatches. Impulse noise sounds like
clicking noises or static on voice connections. Impulse
noise impairs voiceband data performance.
13.2.4 4.1.13.2. The NID to interexchange carrier point of termination
portions of connections shall introduce no impulse
noise events within 6 dB of the received signal power
on 93% of all 15 minute connections. In addition, there
shall be no more than 1 impulse noise event within 6 dB
of the received signal power during any 30-minute
period.
13.2.4.4.1.14. Phase Hits
13.2.4.4.1.14.1. Phase hits are a sudden change in the phase of a signal
lasting at least 4 msec. Phase hits are measured using
a threshold which indicates how much the phase of the
signal has changed with respect to its nominal phase.
Phase hits are caused by protection switching and slips
or other synchronization errors. Phase hits can impair
voiceband data performance.
13.2.4.4.1.14.2. Between the NID and interexchange carrier point of
termination, 99.75% of all 15-minute connections shall
have no phase hits exceeding 10 degrees. In addition,
there shall be no more than 1 phase hit exceeding 10
degrees in any 30-minute period.
13.2.4.4.1.15. Gain Hits
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13.2.4.4.1.15.1. Gain hits are sudden changes in the level of a signal
that last at least 4 msec. Gain hits are measured
against a threshold of typically 2-5 dB relative to the
signal's nominal level. Gain hits are usually caused by
protection switches and can impair voiceband data
performance.
13.2.4.4.1.15.2. Between the NID and the interexchange carrier point of
termination, 99.5% of all 15-minute connections shall
have no gain hits exceeding 3 dB. In addition, there
shall be no more than 1 gain hit exceeding 3 dB in any
30-minute period.
13.2.4.4.1.16. Dropouts
13.2.4.4.1.16.1. Dropouts are drops in the level of a signal of 12 dB or
more for at least 4 msec. They are caused by protection
switching events, radio fading, and conditions causing
digital carrier systems to lose frame. Dropouts are
critical for voiceband data performance but, if severe
enough, will also affect voice quality.
13.2.4.4.16.2. Between the NID and the interexchange carrier point of
termination, 99.9% of all 15-minute connections shall
have no dropouts and in addition, no connection shall
suffer more than 1 dropout in any 60-minute period.
13.2.4.4.1.17. Frequency Shift
13.2.4.4.1.17.1. Frequency shift measures any frequency changes that
occur when a signal is transmitted across a channel. It
is typical measured using a 1004 Hz tone. Frequency
shift has very little impact on voice or voiceband data
performance; however, round-trip frequency shifts can
affect the ability of echo cancelers to remain
converged.
13.2.4.4.1.17.2. No more than 0.2 Hz frequency shift shall be on any
connection. In addition, 99.5% of all calls shall have
frequency shift less than 0.1 Hz.
13.2.4.4.1.18. Crosstalk
13.2.4.4.1.18.1. Crosstalk is the presence of signals from other
telephone connections on a circuit. Crosstalk can be
either intelligible, when speech from other connections
can be heard and understood, or unintelligible.
Crosstalk is caused by inter-channel interference on
the transmission system. Crosstalk is difficult to
measure: it requires correlating signals on different
circuits or using human listeners to identify its
presence. Trouble reports may be used to estimate the
probability of crosstalk.
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13.2.4.4.1.18.2. 99% of Loop Combinations shall have probability less
than or equal to 0.1% of experiencing crosstalk
exceeding -65 dBmO.
13.2.4.4.1.19. Clipping
13.2.4.4.1.19.1. Clipping occurs when part of a transmitted signal is
dropped and does not reach the receiving portion on a
connection. It can be caused by Digital Speech
Interpolation (DSI) equipment used in Digital Circuit
Multiplication Systems (DCMS) which increase the amount
of traffic that transmission facilities carry, and by
echo cancelers or echo suppressers.
No clipping incidents shall occur on any call.
13.2.4.4.2. Digital Impairments
Digital impairments occur in the signal wherever it is
transmitted in digital format. These errors are usually
introduced upon conversion of the signal from analog to
digital, as well as at interfaces between digital
components. While many digital impairments have little
impact on subjective voice quality, they can impact
voiceband data performance.
13.2.4.4.2.1 Signal Correlated Distortion
13.2.4.4.2.1.1. Signal correlated distortion (SCD) is unwanted noise or
distortion introduced into a signal through the
conversion of a signal from analog to digital format or
through digital processing that changes the transmitted
signal. SCD affects performance when a sign is being
transmitted. The primary sources of SCD are signal
encoders, echo cancelers, digital loss pads, and robbed
bit signaling. SCD affects both voice and voiceband
data performance.
13.2.4.4.2.1.2. The NID-to-end-office connection shall allow:
13.2.4.4.2.1.2.1. A maximum of 1 A/D conversion, using 64Kbps m-law
(m=255) PCM;
13.2.4.4.2.1.2.2. No voice compression;
13.2.4.4.2.1.2.3. No echo cancellation; and
13.2.4.4.2.1.2.4. Robbed bit signaling only if SS7 or ISDN are not used.
13.2.4.4.2.2. Slips
13.2.4.4.2.2.1. Slips occur when a frame of digital data is either
deleted or repeated because of differences in the
clocks used to synchronize
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digital facilities. Slips sound like clicks or pops on
voice calls and have major impact on voiceband data
performance.
13.2.4.4.2.2.2. The NID-to-interexchange carrier point of termination
portion of connections shall have fewer than 0.45 slips
every 24 hours on average.
13.2.4.4.2.3. Digital Timing Jitter and Wander
13.2.4.4.2.3.1. Digital timing jitter is the unwanted phase modulation
of digital signals at rates above 10 Hz. Wander is the
unwanted phase modulation of digital signals at rates
below 10 Hz. Digital timing jitter is caused by
imperfections in the timing recovery process of
repeaters and the stuffing synchronization process used
by multiplexer/demultiplexers. Wander is caused by
slowly varying changes in digital signal phase due to
clock frequency offset and drift, changes in
propagation delay of terrestrial facilities due to
temperature changes and changes in the distance of
satellites from the earth. These events have a major
impact on voiceband data performance.
13.2.4.4.2.3.2. The maximum digital timing jitter allowed in the 10 Hz
to 8 kHz frequency band at any network interface or any
terminal equipment in the network is 5 Unit Intervals
(UI). The maximum digital timing jitter allowed in the
8 kHz to 40 kHz frequency band is 0.1 UI. The
objective for wander is less than 28 UI at any network
interface or terminal equipment.
13.2.4.4.2.4. DS-1 Errored Seconds
13.2.4.4.2.4.1. An Errored Second (ES) on a DS-1 facility is any second
during which at least 1 bit is in error. The impact of
an ES on performance depends on the number of errors
that occur during a second. Typically, voice
performance is not significantly impacted by ES but
they can cause errors in voiceband data transmissions.
13.2.4.4.2.4.2. Each GTE network shall have less than 20 ESs per 24
hour period.
13.2.4.4.2.5. DS-1 Severely Errored Seconds
13.2.4.4.2.5.1. A Severely Errored Second (SES) is any second during
which a DS-1 has an error rate exceeding 0.001. An SES
can be caused by a loss of framing, a slip, or a
protection switch. SESs have impacts on both voice and
voiceband data performance. For voice, an SES will
sound like a burst of noise or static. SESs that occur
during a voiceband data transmission cause a
significant burst of errors and can cause modems to
retrain.
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13.2.4.4.2.5.2. The digital portion of each NID to POP connection shall
have less than 2 SESs per 24 hour period.
13.2.4.4.2.6. Short Failure Events
13.2.4.4.2.6.1. A Short Failure Event (SFE) is a Loss of Frame (LOF)
event of less than two minutes duration. An LOF event
is declared when, on detection of a Loss of Signal
(LOS) or Out-of-Frame (OOF), a rise-slope-type
integration process starts that declares a LOF after
2.5+/-0.5 sec. of continuous LOS or OOF. If the LOS or
OOF is intermittent, the integration process shall
decay at a slope of 1/5 the rise slope during the
period when the signal is normal. Thus, if the ratio of
a LOS or OOF to a normal signal is greater than 1/2, a
LOF will be declared. A LOS condition shall be declared
when the Network Channel Terminating Equipment has
determined that 175+/-75 successive pulse positions
with no pulses of either positive or negative polarity
have occurred. An OOF condition shall be declared when
either Network equipment or Digital Terminal Equipment
detects errors in the framing pattern.
13.2.4.4.2.6.2. There shall be less than 1 SFE per month.
13.2.4.5. Service Availability and Reliability
Availability refers to the time period during which the
service is up and usable for its intended purpose.
Reliability refers to the probability that a task will
be completed successfully, given that it is
successfully begun.
13.2.4.5.1. Blocked Calls
13.2.4.5.1.1. Blocking is the fraction of call origination attempts
denied service during a stated measurement period.
Blocking occurs because of competition for limited
resources within the network.
13.2.4.5.1.2. For intraLATA toll service as well as for local
exchange service, the blocking level from originating
network interface (NID) to terminating NID shall not
exceed 1% in any hour, except under conditions of
service disruption. For access to or egress from the
AT&T long distance network, the blocking rate shall not
exceed 0.5% in any hour, except under conditions of
service disruption.
13.2.4.5.2. Blocked Dial Tone
13.2.4.5.2.1. Blocked dial tone occurs when the subscriber does not
receive dial tone within three (3) seconds of going
off-hook.
13.2.4.5.2.2. Customers shall not experience more than 0.1% dial tone
blocking during average busy season busy hour (ABSBH).
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13.2.4.5.3. Downtime
Downtime is the period of time that a system is in a
failed state.
13.2.4.5.3.1. The average downtime for all subscriber Loop
Combinations shall be less than forty-nine (49) minutes
per year. The maximum downtime for 99% of all
subscriber Loop Combinations shall be less than
seventy-four (74) minutes per year.
13.2.4.5.3.2. The average downtime for an end office switch shall be
less than three (3) minutes per year. The average
downtime for individual trunks shall be less than
twenty-eight (28) minutes per year. The average
downtime for digital trunk groups shall be less than
twenty (20) minutes per year. The average downtime for
an individual line appearance at the switch shall be
less than twenty-eight (28) minutes per year. The
average downtime for a Remote Terminal (RT) shall be
less than seventeen (17) minutes per year. The average
downtime for an individual line on a Remote Terminal
(RT) shall be less than thirteen (13) minutes per year.
13.2.4.5.3.3. The mean time to repair (MTTR) of any equipment at an
attended site shall be less than three (3) hours. The
mean time to repair (MTTR) of any equipment at an
unattended site shall be less than four (4) hours. 95%
of all repairs to the network interface (NID) shall be
completed within twenty-four (24) hours.
13.2.4.5.3.4. There shall be no downtime due to power failures at the
switch.
13.2.4.5.3.5. The probability of a stable call being cut off shall be
less than twenty (20) cutoffs per one million 1 minute
calls.
13.2.4.5.3.6. The rate of ineffective machine attempts at the end
office shall be less than 0.0005 (5 failures per 10,000
call attempts).
13.2.4.5.3.7. GTE shall meet all requirements for private line
services in TRNWT-000335, ANSI Tl.512-1994, and AT&T
Technical References as listed in this Section 13.2.
13.2.4.5.4. Dial Tone Delay
13.2.4.5.4.1. Dial-Tone Delay is the time period between a customer
off-hook and the receipt of dial tone from an
originating end office. Dial-Tone Delay has a
significant effect on customer opinion of service
quality.
13.2.4.5.4.2. The average dial-tone delay shall not exceed 0.6
seconds. At most 0.5% of calls during the average-
season busy hour (ABSBH) shall experience dial-tone
delay greater than three (3) seconds. At most 8% of
calls during the ten-high-day busy hour (THDBH) shall
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experience dial-tone delay greater than three (3)
seconds. At most 10% of calls during the high-day busy
hour (HDBH) shall experience dial-tone delay greater
than three (3) seconds.
13.2.4.5.5. Dial Tone Removal
13.2.4.5.5.1. Dial tone removal is the time between recognition of
the first address digit to the removal of dial tone on
the line.
The maximum dial tone removal interval shall be less
than or equal to 500 milliseconds.
13.2.4.5.6. Post Dial Delay
13.2.4.5.6.1. Post Dial Delay (PDD) is the amount of time a caller
must wait after entering or dialing the last digit of a
Destination Telephone Number (DTN) before hearing a
valid audible network response. The PDD for an end user
is measured from the time the caller has pressed or
dialed the last digit of a DTN until receipt of an
audible network response.
13.2.4.5.6.2. The requirements given reflect an end-to-end CCS7
protocol for AT&T end users. Where a mixture of CCS7
and inband (MF) signaling protocols are employed, an
increase in the PDD can be expected.
13.2.4.5.6.2.1. PDD 1 - A - Intra AT&T LSO
13.2.4.5.6.2.1.1. lntra-LSO calls do not employ external signaling
protocols. The PDD for intra-LSO calls flows are
dependent upon the processor cycle time and traffic
load conditions. This PDD is assumed to be between
customers on the same AT&T LSO, between the Remote
Switch Modules (RSMs) on the same HOST, or between an
RSM and 5ESS Host customers.
13.2.4.5.6.2.1.2. The objective for intra-LSO PDD is less than 310
milliseconds for 50% of all calls and less than 460
milliseconds for 95% of all calls.
13.2.4.5.6.2.2. PDD1 - B - AT&T LSO to Another AT&T Local LSO
13.2.4.5.6.2.2.1. The signaling protocols from an AT&T LSO to another
AT&T LSO are assumed to employ out-of-band Common
Channel Signaling System 7 (CCS7) format. Local calls,
that is, calls from an AT&T LSO to another AT&T LSO are
assumed to have no more than one pair of Signaling
Transfer Point Switches (STPSs) and no more than one
data base dip.
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13.2.4.5.6.2.2.2. This PDD is expected to be better than the AT&T Long
Distance objective with an average PDD of less than
or equal to .870 seconds with 95% less than or
equal to 1.34 seconds.
13.2.4.5.6.2.3. PDD1 - C - AT&T LSO to Other LSO
13.2.4.5.6.2.3.1. Calls from an AT&T LSO to other LSOs are dependent
upon the interface agreements between AT&T and the LSO
service provider and may employ CCS7, inband (MF) or a
combination of both protocols.
13.2.4.5.6.2.3.2. Calls from an AT&T LSO to another LSO via the Public
Switched Telecommunications Network (PSTN), using end-
to-end CCS7 signaling protocols, can expect to meet
the AT&T PDD objectives of an average of 2.0 seconds
with 95% in less than or equal to 2.5 seconds.
Calls from an AT&T LSO via the PSTN to LSOs outside
the local service area are assumed to use CCS7
signaling protocols to the AT&T #4ESS. The egress
signaling protocols from the AT&T Switched Network
(ASN) to the many different local telephone company
service providers however does not necessarily utilize
CCS7 signaling. There are three basic egress signaling
configuration. They are:
13.2.4.5.6.2.3.2.1. Network Inter-Connect, CCS7 between AT&T and the local
telephone company;
13.2.4.5.6.2.3.2.2. Inband Multifrequency (MF) signaling protocols without
a GTE egress tandem in the connection, and
13.2.4.5.6.2.3.2.3. Inband MF signaling protocols with a GTE egress tandem
in the connection.
13.2.4.6.3.2.3.2.3.1 Calls from an AT&T LSO to other LSOs outside the local
service area are assumed to have multiple STPSs for 1
+ traffic in the access and ASN portion of the
connection. The egress from the ASN for 1 + traffic is
again dependent upon the interface agreements in that
service area and may consist of CCS7 or inband MF
protocols.
13.2.4.6.3.2.3.2.3.2 Calls from an AT&T's LSO to another AT&T LSO with a
mixture of CCS7 or all inband signaling protocols are
expected to receive PDDs on the average of 2.9 seconds
with 95% in greater than or equal to 6.5 seconds.
13.2.4.5.6.2.4. PDD2 - AT&T LSO to Operator Services
13.2.4.5.6.2.4.1. The signaling protocols between an AT&T LSO and the
AT&T ASN 5ESS(R) Operator Services Position Systems
(OSPS) will employ IN-band Feature Group C Modified
Operator Services Multifrequency signaling format. As
with 1 + traffic, the egress from
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the ASN to the local service providers LSO is dependent
upon the interface.
13.2.4.5.6.2.5. PDD2 - A - AT&T LSO to 5ESS(R) OSPS 0 Only
13.2.4.5.6.2.5.1. When a "O" has been entered by the customer, timing is
applied in the absence of a DTMF "#". If a "#" is not
entered, the objective is for the timer to expire in 4
seconds +/- 1 second. After the timer has expired, or
the "#" has been entered, the average PDD shall not
exceed 2.2 seconds.
13.2.4.5.6.2.6. PDD2 - B - 0 Plus Calls
13.2.4.5.6.2.6.1. On calls where analysis of the first 6 digits (area
code + central office code) is required, the PDD shall
not exceed 2.0 seconds on the average, and 2.5 seconds
in 95% of all occurrences. For calls that require
analysis of the 10-digits called number and the 7
digits of calling number (ANI, e.g. Automatic Charge
Quotation Service) the PDD is expected to be 4.5
seconds on the average and less than 5.0 seconds in
95% of all occurrences. These delays are based on the
calling customer receiving a network response as
described above, specifically the calling card alerting
tone from the 5ESS(R) OSPS. The remaining call
completion PDD to the DTN, after the customer has
completed the Operator Service function, will take the
form of the PDDs discussed in PDD1-C.
13.2.4.5.6.2.7. Impact of Local Number Portability (LNP)
13.2.4.5.6.2.7.1. Local Number Portability will increase PDDS. If a call
forwarding option is used as an interim solution for
LNP, the delay due to additional switching in the local
access is estimated to be 0.3 seconds (mean) and 0.4
seconds (95th percentile) in addition to the PDDs
described earlier. These estimates assumes CCS7
signaling between LSOs. If inband signaling is used
between LSOs, the PDD will be increased by 1.9 to 3.6
(1.7+1.9) seconds compared to the PDDs provided in the
section on Post Dial Delay.
13.2.4.5.6.2.8. Custom Local Area Subscriber Services (CLASS)
13.2.4.5.6.2.8.1. CLASS (SM) features such as Calling Name Delivery can
contribute to the PDD of a call. This delay is caused
by the additional time (GTE option) before the ringing
interval commences. This default delay is three (3)
seconds. Optional settings are available in one (1)
second intervals from 1 to 6 seconds. Calls to DTNs
that have CLASS (SM) features, particularly with
calling name delivery, can expect to experience from 1
to 6 seconds (3 seconds default) of additional PDD
compared to the PDDs shown for PDD1-C.
13.2.4.5.6.2.9. Partial Dial Timing
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13.2.4.5.6.2.9.1. The interval between each information digit from a
customer's line, until the LSO or switching system has
determined that the digit string is incomplete.
13.2.4.5.6.2.9.2. For customer lines, partial dial timing shall be
greater than or equal to 16 seconds and less than or
equal to 24 seconds. For trunks, inband signaling time-
out shall be greater than or equal to 5 seconds and
less than or equal to 20 seconds.
13.2.4.5.6.2.9.3. Local Switching
13.2.4.5.6.2.9.3.1. GTE shall provide performance equal to or better than
the requirements for Local Switching set forth in
Bellcore LSSGR TRTSY-000511. PDD for connections to
AT&T local operator services shall be no worse than
Operator Services provided by GTE. Additionally, PDD
from the Operator Services to destination numbers shall
be no worse than that provided by GTE. PDD for
connections to AT&T local directory services shall be
no worse than directory services provided by GTE.
Additionally, PDD from the directory system to
destination numbers shall be no worse than that
provided by GTE. Specific requirements for the Data
Switching function of Local Switching are in Section
4.2. In all cases the performance of Data Switching
shall meet the general requirements stated in "General
Performance Requirements." Allocation of impairments
shall be negotiated between AT&T and GTE.
13.2.4.6. Operator Systems
13.2.4.6.1. Operator System connections shall comply with the
requirements for the Loop Combination, Local Switching,
Operator Service, and Directory Service requirements.
13.2.4.7. Common Transport
Specific requirements for this Network Element or
Ancillary Function are in the Common Transport section.
In all cases the performance of this Network Element
shall meet the general requirements stated in "General
Performance Requirements." Allocation of impairments
shall be negotiated between AT&T and GTE.
13.2.4.8. Dedicated Transport
Specific requirements for this Network Element are in
the Dedicated Transport section. In all cases the
performance of this Network Element shall meet the
general requirements stated in "General Performance
Requirements." Allocation of impairments shall be
negotiated between AT&T and GTE.
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13.2.4.9. Signaling Transfer Points
Specific requirements for this Network Element are in the
Signaling Transfer Points section. In all cases the
performance of this Network Element shall meet the general
requirements stated in "General Performance Requirements."
Allocation of impairments shall be negotiated between AT&T
and GTE.
13.2.4.10. Signaling Link Transport
Specific requirements for this Network Element are in the
Signaling Link Transport section. In all cases the
performance of this Network Element shall meet the general
requirements stated in "General Performance Requirements."
Allocation of impairments shall be negotiated between AT&T
and GTE.
13.2.4.11. SCPs/Databases
The performance requirements for databases (LNP, LIDB, E911,
etc.) vary depending on the database and the application(s) it
supports. Database-specific performance requirements are included
in the sections addressing individual Network Elements and in
applicable Bellcore documents. In all cases, the query response
time, availability, accuracy, updating capabilities and other
performance parameters shall at least be at parity with those
services as provided to GTE or other customer.
13.2.4.12. Tandem Switching
Specific requirements for this Network Element are in the
Tandem Switching section. In all cases the performance of
this Network Element shall meet the general requirements
stated in "General Performance Requirements." Allocation of
impairments shall be negotiated between AT&T and GTE.
13.3. Protection, Restoration, and Disaster Recovery
13.3.1. Scope:
This Section refers specifically to requirements on the use
of redundant network equipment and facilities for
protection, restoration, and disaster recovery.
13.3.2. Requirements
13.3.2.1. GTE shall provide to AT&T protection, restoration and
disaster recovery capabilities at parity with those
capabilities provided for GTE's own services, facilities
and equipment (e.g., equivalent circuit pack protection
ratios, facility protection ratios).
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13.3.2.2. GTE shall provide to AT&T Network Elements and Ancillary
Functions equal priority in protection, restoration and
disaster recovery as provided to GTE's own services,
facilities and equipment.
13.3.2.3. GTE shall provide to AT&T Network Elements and Ancillary
Functions equal priority in the use of spare equipment and
facilities as provided to GTE's own services, facilities
and equipment.
13.3.2.4. GTE shall restore Network Elements which are specific to
AT&T end user customers on a priority basis as AT&T may
designate.
13.4. Synchronization
13.4.1. Definition:
Synchronization is the function which keeps all digital
equipment in a communications network operating at the same
average frequency. With respect to digital transmission,
information is coded into discrete pulses. When these
pulses are transmitted through a digital communications
network, all synchronous Network Elements are traceable to
a stable and accurate timing source. Network
synchronization is accomplished by timing all synchronous
Network Elements in the network to a stratum 1 source so
that transmission from these network points have the same
average line rate.
13.4.2. Technical Requirements
The following requirements are applicable to the case where
GTE provides synchronization to equipment that AT&T owns
and operates within a GTE location. In addition, these
requirements apply to synchronous equipment that is owned
by GTE and is used to provide a Network Element to AT&T.
13.4.2.1. The synchronization of clocks within digital networks is
divided into two parts: intra-building and inter-building.
Within a building, a single clock is designated as the
Building Integrated Timing Supply (BITS), which provides
all of the DS1 and DS0 synchronization references required
by other clocks in such building. This is referred to as
intra-building synchronization. The BITS receives
synchronization references from remotely located BITS.
Synchronization of BITS between buildings is referred to as
interbuilding synchronization.
13.4.2.2. To implement a network synchronization plan, clocks within
digital networks are divided into four stratum levels. All clocks
in strata 2, 3, and 4 are synchronized to a stratum 1 clock, that
is, they are traceable to a stratum 1 clock. A traceable
reference is a
<PAGE>
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reference that can be traced back through some number of
clocks to a stratum 1 source. Clocks in different strata
are distinguished by their free running accuracy or by
their stability during trouble conditions such as the loss
of all synchronization references.
13.4.2.2.1. Intra-Building
13.4.2.2.1.1. Within a building, there are different kinds of equipment that
require synchronization at the DS1 and DSO rates. Synchronization
at the DS1 rate is accomplished by the frequency synchronizing
presence of buffer stores at various DS1 transmission interfaces.
Synchronization at the DSO rate is accomplished by using a
composite clock signal that phase synchronizes the clocks.
Equipment requiring DSO synchronization frequently does not have
adequate buffer storage to accommodate the phase variations among
different equipment. Control of phase variations to an acceptable
level is accomplished by externally timing all interconnecting
DSO circuits to a single clock source and by limiting the
interconnection of DSO equipment to less than 1,500 cable feet.
Therefore, a BITS shall provide DS1 and composite clock signals
when appropriate The composite signal is a 64-kHz 5/8" duty
cycle, return to zero with a bipolar violation every eighth pulse
(B8RZ).
13.4.2.2.2. Inter-Building
13.4.2.2.2.1. GTE shall provide inter-building synchronization at the
DS1 rate, and the BITS shall accept the primary and
secondary synchronization links from BITS in other
buildings. From hierarchical considerations, the BITS
shall be the highest stratum clock within the building and
GTE shall provide operations capabilities (this includes,
but is not limited to: synchronization reference
provisioning; synchronization reference status inquiries;
timing mode status inquiries; and alarm conditions).
13.4.3. Synchronization Distribution Requirements
13.4.3.1. Central office BITS shall contain redundant clocks meeting or
exceeding the requirements for a stratum 2 clock as
specified in ANSI T1.101-1994 and Bellcore TR-NWT-001244
Clocks for the Synchronized Network: Common Generic
Criteria.
13.4.3.2. Central office BITS shall be powered by primary and backup
power sources.
13.4.3.3. If both reference inputs to the BITS are interrupted or in a
degraded mode (meaning off frequency greater than twice
the minimum accuracy of the BITS, loss of frame, excessive
bit errors or in Alarm Indication Signal), then the
stratum clock in the BITS
<PAGE>
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shall provide the necessary bridge in timing to allow the network
to operate without a frame repetition or deletion (slip free) with
better performance than one (1) frame repetition or deletion
(slip) per week.
13.4.3.4. DS1s multiplexed into a SONET synchronous payload envelope within
an STS-n (where n is defined in ANSI T1.105-1995) signal shall not
be used as reference facilities for network synchronization.
13.4.3.5. The total number of Network Elements cascaded from the stratum 1
source shall be minimized.
13.4.3.6. A Network Element shall receive the synchronization reference
signal only from another Network Element that contains a clock of
equivalent or superior quality (stratum level).
13.4.3.7. GTE shall select for synchronization those facilities shown to
have the greatest degree of availability (absence of outages).
13.4.3.8. Where possible, all primary and secondary synchronization
facilities shall be physically diverse (this means the maximum
feasible physical separation of synchronization equipment and
cabling).
13,4.3.9. No timing loops shall be formed in any combination of primary and
secondary facilities.
13.4.3.10. An Operations Support System (OSS) shall continuously monitor the
BITS for synchronization related failures or degradation.
13.4.3.11. An OSS shall continuously monitor all equipment transporting
synchronization facilities for synchronization related failures or
degradation.
13.4.3.12. For non-SONET equipment, GTE shall provide synchronization
facilities which, at a minimum, comply with the standards set
forth in ANSI T1.101-1994.
For SONET equipment, GTE shall provide synchronization facilities
that have time deviation (TDEV) for integration times greater than
0.05 seconds and less than or equal to 10 seconds, that is less
than or equal to 10 nanoseconds. TDEV, in nanoseconds, for
integration times greater than 10 seconds and less than 1000
seconds, shall be less than 3,1623 times the square-root of the
integration time. For example, for integration times of 25
seconds, TDEV shall be less than 15.8 nanoseconds.
13.5. SS7 Network Interconnection
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13.5.1. Definition:
Figure 3 depicts Signaling System 7 (SS7) Network Interconnection.
SS7 Network interconnection is the interconnection of AT&T local
Signalling Transfer Point Switches (STPS) and AT&T local or tandem
switching systems with GTE STPSs. This interconnection provides
connectivity that enables the exchange of SS7 messages among GTE
switching systems and databases (DBs), AT&T local or tandem
switching systems, and other third-party switching systems
directly connected to the GTE SS7 network.
[FIGURE 3. APPEARS HERE]
FIGURE 3. SS7 NETWORK INTERCONNECTION
13.5.2. Technical Requirements
13.5.2.1. SS7 Network Interconnection shall provide connectivity to all
components of the GTE SS7 network. These include:
13.5.2.1.1. GTE local or tandem switching systems served by that STP only and
converted to SS7 signaling;
13.5.2.1.2. GTE DBs directly connected to that STP with the exception of DB
800 which can be accessed through any STP; and
13.5.2.1.3. Other third-party local or tandem switching systems served by
that STP only and converted to SS7 signaling.
<PAGE>
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13.5.2.2. The connectivity provided by SS7 Network Interconnection shall
fully support the functions of GTE switching systems and DBs and
access to AT&T or other third-party switching systems with A-link
access to the GTE SS7 network.
13.5.2.3. In particular Figure 4 depicts a circumstance where SS7 Network
Interconnection shall provide transport for certain types of
Transaction Capabilities Application Part (TCAP) messages. If
traffic is routed based on dialed or translated digits between an
AT&T local switching system and a GTE or other third-party local
switching system, either directly or via a GTE tandem switching
system, then it is a requirement that the GTE SS7 network convey
via SS7 Network Interconnection the TCAP messages that are
necessary to provide Call Management services (Automatic
Callback, Automatic Recall, and Screening List Editing) between
the AT&T local STPSs and the GTE or other third-party local
switch.
[FIGURE 4 APPEARS HERE]
FIGURE 4. INTERSWITCH TCAP SIGNALING FOR SS7 NETWORK INTERCONNECTION
<PAGE>
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13.5.2.4. When the capability to route messages based on Intermediate
Signaling Network Identifier (ISNI) is generally available
on GTE STPSs, the GTE SS7 Network shall also convey TCAP
messages using SS7 Network Interconnection in similar
circumstances where the GTE switch routes traffic based on
a Carrier Identification Code (CIC).
13.5.2.5. SS7 Network Interconnection shall provide all functions of
the MTP as specified in ANSI Tl.111. This includes:
13.5.2.5.1. Signaling Data Link functions, as specified in ANSI
Tl.111.2;
13.5.2.5.2. Signaling Link functions, as specified in ANSI Tl.111.3.;
and
13.5.2.5.3. Signaling Network Management functions, as specified in
ANSI Tl.111.4.
13.5.2.6. SS7 Network Interconnection shall provide all functions of
the SCCP necessary for Class 0 (basic connectionless)
service, as specified in ANSI T1.112(Reference l3.5.2.5).
In particular, this includes Global Title Translation (GTT)
and SCCP Management procedures, as specified in Tl.112.4.
Where the destination signaling point is a GTE switching
system or DB, or is another third-party local or tandem
switching system directly connected to the GTE SS7 network,
SS7 Network Interconnection shall include final GTT of
messages to the destination and SCCP Subsystem Management
of the destination. Where the destination signaling point
is an AT&T local or tandem switching system, SS7 Network
Interconnection shall include intermediate GTT of messages
to a gateway pair of AT&T local STPSs, and shall not
include SCCP Subsystem Management of the destination.
13.5.2.7. SS7 Network Interconnection shall provide all functions of
the Integrated Services Digital Network User Part (ISDNUP),
as specified in ANSI Tl. 113 (Reference 13.5.2.5).
13.5.2.8. SS7 Network Interconnection shall provide all functions of
the TCAP, as specified in ANSI TI.114 (Reference 13.5.2.5).
13.5.2.9. SS7 Network Interconnection shall be equal to or better
than the following performance requirements:
13.5.2.9.1. MTP Performance, as specified in ANSI Tl.111.6;
13.5.2.9.2. SCCP Performance, as specified in ANSI Tl.112.5; and
13.5.2.9.3. ISDNUP Performance, as specified in ANSI Tl.113.5.
13.5.3. Interface Requirements
<PAGE>
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13.5.3.1. GTE shall offer the following SS7 Network Interconnection
options to connect AT&T or AT&T-designated local or tandem
switching systems or STPs to the GTE STP:
13.5.3.1.1. A-link interface from AT&T local or tandem switching systems
to the GTE STP; and
13.5.3.1.2. D-link interface from AT&T STPs to GTE STPs,
13.5.3.2. Each interface shall be provided by one or more sets (pairs)
of signaling links, as follows:
13.5.3.2.1. An A-link pair shall consist of two links, as depicted in
Figure 5.
[FIGURE FIVE APPEARS HERE]
FIGURE 5. A-LINK INTERFACE
13.5.3.2.2. A D-link pair shall consist of four links, as depicted in
Figure 6.
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[FIGURE 6 APPEARS HERE]
Figure 6. D-Link INTERFACE
13.5.3.3. The Signaling Point of Interconnection (SPOI) for each link
shall be located at a cross-connect element, such as a DSX-
1, in the Central Office (CO) where the GTE STPs is
located. There shall be a DS1 or higher rate transport
interface at each of the SPOls. Each signaling link shall
appear as a DSO channel within the DS1 or higher rate
interface. GTE shall offer higher rate DS1 signaling links
for interconnecting AT&T local switching systems or STPs
with GTE STPs as soon as these become approved ANSI
standards and available capabilities of GTE STPs.
13.5.3.4. Where technically feasible, GTE CO shall provide
intraoffice diversity between the SPOls and the GTE STPS,
so that no single failure of intraoffice facilities or
equipment shall cause the failure of both links in an A-
link pair and all four links in a D-link pair connecting to
a GTE STP.
13.5.3.5. The protocol interface requirements for SS7 Network
Interconnection include the MTP, ISDNUP, SCCP, and TCAP.
These protocol interfaces shall conform to the following
specifications:
13.5.3.5.1. Bellcore GR-905-CORE, Common Channel Signaling Network
Interface Specification (CCSNIS) Supporting Network
Interconnection, Message Transfer Part (MTP), and
Integrated Services Digital Network User Part (ISDNUP);
<PAGE>
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13.5.3.5.2. Bellcore GR-1428-CORE, CCS Network Interface Specification
(CCSNIS) Supporting Toll Free Service;
13.5.3.5.3. Bellcore GR-1429-CORE, CCS Network Interface Specification
(CCSNIS) Supporting Call Management Services; and
13.5.3.5.4. Bellcore GR-1432-CORE, CCS Network Interface Specification
(CCSNIS) Supporting Signaling Connection Control Part
(SCCP) and Transaction Capabilities Application Part
(TCAP).
13.5.3.5.5. GTE shall set message screening parameters to block accept
messages from AT&T local or tandem switching systems
destined to any signaling point in the GTE SS7 network with
which the AT&T switching system has a legitimate signaling
relation.
13.5.3.6. SS7 Network Interconnection shall be equal to or better
than all of the requirements for SS7 Network
Interconnection set forth in the following technical
references:
13.5.3.6.1. ANSI Tl.110-1992 American National Standard
Telecommunications - Signaling System Number 7 (SS7) -
General Information;
13.5.3.6.1.1. ANSI Tl.111-1992 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) -
Message Transfer Part (MTP);
13.5.3.6.1.2. ANSI Tl.l11A-1994 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) -
Message Transfer Part (MTP) Supplement;
13.5.3.6.1.3. ANSI Tl.l12-1992 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) -
Signaling Connection Control Part (SCCP);
13.5.3.6.1.4. ANSI Tl.l13-1995 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) -
Integrated Services Digital Network (ISDN) User Part;
13.5.3.6.1.5. ANSI Tl.l14-1992 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) -
Transaction Capabilities Application Part (TCAP);
13.5.3.6.1.6. ANSI Tl.115-1990 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) -
Monitoring and Measurements for Networks;
<PAGE>
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13.5.3.6.1.7. ANSI Tl.116-1990 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) -
Operations, Maintenance and Administration Part (OMAP);
13.5.3.6.1.8. ANSI Tl.l18-1992 American National Standard for
Telecommunications - Signaling System Number 7 (SS7) -
Intermediate Signaling Network Identification (ISNI);
13.5.3.6.1.9. Bellcore GR-905-CORE, Common Channel Signaling Network
Interface Specification (CCSNIS) Supporting Network
Interconnection, Message Transfer Part (MTP), and
Integrated Services Digital Network User Part (ISDNUP);
13.5.3.6.1.10. Bellcore GR-954-CORE, CCS Network Interface Specification
(CCSNIS) Supporting Line Information Database (LIDB)
Service;
13.5.3.6.1.11. Bellcore GR-1428-CORE, CCS Network Interface Specification
(CCSNIS) Supporting Toll Free Service;
13.5.3.6.1.12. Bellcore GR-1429-CORE, CCS Network Interface Specification
(CCSNIS) Supporting Call Management Services; and,
13.5.3.6.1.13. Bellcore GR-1432-CORE, CCS Network Interface Specification
(CCSNIS) Supporting Signaling Connection Control Part
(SCCP) and Transaction Capabilities Application Part
(TCAP).
13.6. Network Interconnection
13.6.1. Technical Requirements
13.6.1.1. When requested by AT&T, GTE shall meet the level of service
which AT&T orders (i.e., DSO, DS 1, DS3, etc.) and provide
interconnections between GTE Network Elements provided to
AT&T and AT&T's network, including, but not limited to DS1,
DS3, and STS-1
<PAGE>
ATTACHMENT 3
------------
SERVICE DESCRIPTION: ANCILLARY FUNCTIONS
----------------------------------------
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Section Page
- ------- ----
<S> <C>
SERVICE DESCRIPTION: ANCILLARY FUNCTIONS...................... 1
1. Introduction............................................... 1
2. Collocation................................................ 1
3. Poles, Ducts, Conduits, Rights of Way (ROW)................ 8
</TABLE>
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Attachment 3
Page 1
SERVICE DESCRIPTION: ANCILLARY FUNCTIONS
----------------------------------------
1. Introduction
------------
This Attachment sets forth the descriptions and requirements for
Ancillary Functions that GTE agrees to offer to AT&T under this
Agreement.
2. Collocation
-----------
2.1 Definition: Collocation is the right of AT&T to obtain dedicated
space in GTE's Local Serving Office (LSO) or other GTE locations
and to place equipment in such spaces to interconnect with the
GTE network or obtain access to unbundled network elements.
Collocation also includes GTE providing resources necessary for
the operation and economical use of collocated equipment.
2.2 Technical Requirements
2.2.1 When AT&T produces specific, detailed plans for the use of space
in GTE facilities, GTE shall provide space, as required by 47
CFR (S) 51.323 and as requested by AT&T, to meet AT&Ts needs for
placement of equipment, interconnection, or provision of
services. Such space shall be provided in GTE serving wire
center and tandem offices, as well as all buildings or similar
structures owned or leased by GTE, whether or not on public
rights-of-way, that house GTE network facilities, including but
not limited to vaults containing loop concentrators or similar
structures, unless, for any specific facility, GTE is able to
demonstrate that it is not physically feasible to accommodate
AT&T's request, after taking into account specific, detailed
plans GTE has for the use of the space. In those instances where
GTE is able to demonstrate that it is not physically feasible to
accommodate AT&T's request for physical collocation, GTE shall
provide virtual collocation for AT&T equipment, unless GTE
demonstrates that space is not available and the virtual
collocation is not technically feasible.
2.2.1.1 GTE will restrict AT&T's access to existing space for
collocation only to the extent that GTE can demonstrate specific
detailed plans for that space. AT&T will be allowed to designate
or reserve space for its own use when it can produce specific
detailed plans for the use of the space. AT&T will pay for such
space as set forth in GTE's applicable collocation tariff or as
the Commission determines.
2.2.2 GTE shall provide intraoffice facilities (e.g., DS0, DS1, DS3,
OC3, OC12, OC48, and STS-1 terminations) as requested by AT&T to
meet
<PAGE>
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AT&T's need for placement of equipment, interconnection, or
provision of service.
2.2.3 Other than reasonable security restrictions, where AT&T's
physical collocated space is located in space that is
partitioned separately from GTE facilities, GTE shall place no
restriction on access to the AT&T collocated space by AT&T's
employees and designated agents. Such space shall be available
to AT&T designated agents twenty-four (24) hours per day each
day of the week. Where AT&T's collocated space is located in
space that is not partitioned separately from GTE's facilities,
GTE shall provide AT&T designated personnel escort service to
and from AT&T's collocated space. Such escort service shall be
available twenty-four (24) hours per day each day of the week.
In no case should any reasonable security restrictions be more
restrictive than those GTE places on their own personnel.
2.2.4 AT&T may collocate the amount and type of equipment it deems
necessary in its collocated space for interconnection functions
(which include interconnection with GTE's network or access to
GTE's unbundled network elements), including but not limited to
transmission equipment, multiplexing equipment and equipment
that can perform switching functions as well as interconnection
functions, as long as such multi-purpose equipment occupies no
more floor space than would equipment that only performs
interconnection functions. AT&T agrees to use Remote Switching
Equipment that utilizes approximately equivalent floor space as
comparable interconnect equipment serving a similar amount of
lines for comparable services (i.e., Subscriber Loop Carrier and
Multiplexers, etc).
2.2.5 GTE shall allow the efficient interconnection of AT&T to other
carriers who have collocated space within GTE's facility (e.g.,
GTE shall not require AT&T to interconnect with other carriers
outside of GTE's facilities). This connection will be
provisioned using EISCC (expanded interconnection service cross
connect jumper) and will be priced as set forth in Attachment 14
or as subsequently established by the Commission in the OANAD
proceeding or otherwise.
2.2.6 AT&T may select its own vendors for all required engineering and
installation services associated with its physically collocated
equipment subject to GTE's reasonable restrictions on third
party vendors that GTE has decertified with good cause. GTE
shall maintain and provide AT&T with a list of all such
decertified vendors. Notwithstanding GTE decertification of a
third party vendor, AT&T may use such vendor for work associated
with its collocated equipment if such vendor is the only third
party vendor reasonably available to AT&T to perform such work.
<PAGE>
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In no event shall GTE require AT&T to utilize GTE's internal
engineering or installation work forces for the engineering and
installation of AT&T's physically collocated equipment.
2.2.7 GTE shall provide basic telephone service with a connection jack
as requested by AT&T from GTE for the collocated space. Upon
AT&T's request, this service shall be available at the AT&T
collocated space on the day that the space is turned over to
AT&T by GTE.
2.2.8 GTE shall provide adequate lighting, ventilation, power, heat,
air conditioning and other environmental conditions for AT&T's
space and equipment. These environmental conditions shall adhere
to Bell Communication Research (Bellcore) Network Equipment-
Building System (NEBS) standards TR-EOP-000063.
2.2.9 GTE shall provide all ingress and egress of fiber and power
cabling to AT&T collocated spaces in compliance with AT&T's
cable diversity standards. The specific level of diversity
required for each site or Network Element will be provided in
the collocation request. AT&T will pay for the provision of such
diversity if AT&T's requirements exceed those provided by GTE
for itself in such site or to such Network Element. In such
event, the price will be established on an individual case basis
or as established otherwise by the Commission. AT&T will also
pay for the provision of such diversity in circumstances where
AT&T's requirements do not exceed those provided by GTE for
itself in such site or to such Network Element, but where
capacity does not exist in the fiber or power cabling to
accommodate the provision of diversity requested by AT&T. In
such circumstances, the price will be established on an
individual case basis or as established otherwise by the
Commission.
2.2.10 This Section 2.2.10 left intentionally blank.
2.2.11 This Section 2.2.11 left intentionally blank.
2.2.12 GTE will provide answers to AT&T's Environmental, Health &
Safety Questionnaire at the first contact meeting for each
collocated space in each building in which collocated space is
provided.
2.2.13 GTE shall provide AT&T with written notice at least two (2)
business days prior to those instances in which GTE or its
subcontractors may be performing work in the general area of the
collocated space occupied by AT&T, or in the general area of the
AC and DC power plants which support AT&T equipment that is, or
potentially may be, service affecting. GTE will inform AT&T by
telephone of any
<PAGE>
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emergency related activity that GTE or its subcontractors may be
performing in the general area of the collocated space occupied
by AT&T, or in the general area of the AC and DC power plants
which support AT&T equipment. GTE will use diligent efforts to
notify AT&T of any emergency related activity prior to the start
of the activity so that AT&T can take any action required to
monitor or protect its service.
2.2.14 GTE shall construct the collocated space in compliance with
AT&T's collocation request for cable holes, ground bars, doors,
and convenience outlets as long as such request is in compliance
with applicable laws. To the extent that such request involves
additional work beyond that required to construct the standard
GTE collocation space, the price for such construction will be
established on an individual case basis or as established
otherwise by the Commission.
2.2.15 AT&T and GTE will complete an acceptance walk through of all
collocated space requested from GTE. Exceptions that are noted
during this acceptance walk through shall be corrected by GTE
within five (5) business days after the walk through. The
correction of these exceptions from the original collocation
request shall be at GTE's expense.
2.2.16 GTE shall provide Telephone Equipment detailed drawings
depicting the exact location, type, and cable termination
requirements (i.e., connector type, number and type of pairs,
and naming convention) for GTE Point of Termination Bay(s) to
AT&T at the first mutually scheduled GTE/AT&T collocation
meeting with respect to the specific request, which meeting
shall occur within thirty five (35) days of AT&T's request for
collocated space, except in unusual cases.
2.2.17 GTE shall provide Telephone Equipment detailed drawings
depicting the exact path, with dimensions, for AT&T Outside
Plant Fiber ingress and egress into AT&T collocated space at the
first mutually scheduled collocation meeting, which meeting
shall occur within thirty five (35) days of AT&T's request for
collocated space, except in unusual cases. Such path and any
areas around it in which AT&T must work to perform installation
shall be free of friable asbestos, lead paint (unless
encapsulated), radon and other health or safety hazards.
2.2.18 GTE shall provide detailed power cabling connectivity
information including the sizes and number of power feeders to
AT&T no later than five (5) days in advance of the first
mutually scheduled collocation meeting.
<PAGE>
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PAGE 5
2.2.19 GTE shall provide positive confirmation to AT&T when
construction of AT&T collocated space is approximately 50%
completed. This confirmation shall also include confirmation of
the scheduled completion and turnover dates.
2.2.20 GTE will make every reasonable effort to meet the negotiated
completion and turnover dates, which dates shall be no greater
than 120 days from the original collocation request, except in
unusual cases or in instances where GTE is precluded from
meeting such dates because of delay caused by the need to obtain
building permits, despite the use of every reasonable effort by
GTE to obtain such permits in time to meet the negotiated dates.
2.2.21 GTE shall provide the following information to AT&T no later
than five (5) business days in advance of the first mutually
scheduled collocation meeting:
2.2.21.1 Work restriction guidelines.
2.2.21.2 GTE or industry technical publication guidelines that impact the
design of AT&T collocated equipment.
2.2.21.3 GTE contacts (names and telephone numbers) for the following
areas:
Engineering
Physical & Logical Security
Provisioning
Billing
Operations
Site and Building Managers
Environmental and Safety
2.2.21.4 Escalation process for GTE representatives (names, telephone
numbers and the escalation order) for any disputes or problems
that might arise pursuant to AT&T's collocation.
2.2.22 Power as referenced in this Attachment 3 refers to any
electrical power source supplied by GTE for AT&T equipment. It
includes all superstructure, infrastructure, and overhead
facilities, including, but not limited to, cable, cable racks
and bus bars. GTE will supply power to support AT&T equipment at
equipment specific DC and AC voltages. At a minimum, GTE shall
supply power to AT&T at parity with that provided by GTE to
itself or to any third party. If GTE performance,
<PAGE>
Attachment 3
Page 6
availability, or restoration falls below industry standards,
GTE shall bring itself into compliance with such industry
standards as soon as technologically feasible.
2.2.22.1 Central office power supplied by GTE into the AT&T equipment
area, shall be supplied in the form of power feeders (cables)
on cable racking into the designated AT&T equipment area. The
power feeders (cables) shall efficiently and economically
support the requested quantity and, capacity of AT&T
equipment. The termination location shall be mutually agreed
upon by the Parties.
2.2.22.2 GTE shall provide power as requested by AT&T to meet AT&T's
need for placement of equipment, interconnection, or
provision of service.
2.2.22.3 GTE power equipment supporting AT&T's equipment shall:
2.2.22.3.1 Comply with applicable industry standards (e.g., Bellcore,
NEBS and IEEE) or manufacturer's equipment power requirement
specifications for equipment installation, cabling practices,
and physical equipment layout;
2.2.22.3.2 Have redundant DC power through battery back-up as required
by the equipment manufacturer's specifications for AT&T
equipment, or, at minimum, at parity with that provided for
similar GTE equipment;
2.2.22.3.3 Provide central office ground, in accordance with GTE's
grounding requirements;
2.2.22.3.4 Provide power feeder capacity and quantity to support the
equipment layout for AT&T equipment in accordance with AT&T's
collocation request; and
2.2.22.3.5 GTE shall immediately notify AT&T if an alarm condition
exists with respect to such monitoring or if backup power has
been engaged for any power supporting AT&T's equipment;
2.2.22.3.6 GTE shall, within ten (10) days of AT&T's request:
2.2.22.3.6.1 Provide an installation sequence and access that will allow
installation efforts in parallel without jeopardizing
personnel safety (as determined by GTE) or existing AT&T
services;
2.2.22.3.6.2 Provide power plant alarms that adhere to Bell Communication
Research (Bellcore) NEBS standards TR-EOP-000063;
<PAGE>
Attachment 3
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2.2.22.3.6.3 Provide cabling that adheres to Bell Communication Research
(Bellcore) NEBS standards TR-EOP-000063;
2.2.22.3.6.4 Provide Lock Out-Tag Out and other electrical safety
procedures and devices in conformance with the most stringent
of OSHA or industry guidelines.
2.2.22.3.7 GTE will provide AT&T with written notification within two
(2) business days of any scheduled AC or DC power work or
related activity in the collocated facility that will or
might cause an outage or any type of power disruption to AT&T
equipment located in the GTE facility; provided, however,
that GTE, in the usual case, will provide notice not less
than five (5) business days in advance. GTE shall provide
AT&T prompt notification by telephone of any emergency power
activity that would impact AT&T equipment.
2.2.23 GTE shall be required to take AT&T demand for collocation
space into account when expanding, adding to or altering
existing facilities and constructing or leasing new
facilities.
2.3 Technical References - GTE shall provide collocation in
accordance with the following standards:
2.3.1 Institute of Electrical and Electronics Engineers (IEEE)
Standard 383, IEEE Standard for Type Test of Class 1 E
Electric Cables, Field Splices, and Connections for Nuclear
Power Generating Stations.
2.3.2 National Electrical Code (NEC) use latest issue.
2.3.3 TA-NPL-000286, NEBS Generic Engineering Requirements for
System Assembly and Cable Distribution, Issue 2, (Bellcore,
January 1989).
2.3.4 TR-EOP-000063 NEBS Generic Equipment Requirements, Issue 3,
March 1988.
2.3.5 TR-EOP-000151, Generic Requirements for 24-, 48-, 130-, and
140- Volt Central Office Power Plant Rectifiers, Issue 1,
(Bellcore, May 1985).
2.3.6 TR-EOP-000232, Generic Requirements for Lead-Acid Storage
Batteries, Issue 1 (Bellcore, June 1985).
2.3.7 TR-NWT-000154, Generic Requirements for 24-, 48-, 130-, and
140- Volt Central Office Power Plant Control and Distribution
Equipment, Issue 2, (Bellcore, January 1992).
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Attachment 3
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2.3.8 TR-NWT-000295, Isolated Ground Planes: Definition and
Application to Telephone Central Offices, Issue 2, (Bellcore,
July 1992).
2.3.9 TR-NWT-000840, Supplier Support Generic Requirements (SSGR), (A
Module of LSSGR, FR-NWT-000064), Issue 1, (Bellcore, December
1991).
2.3.10 TR-NWT-001275 Central Office Environment Installations/Removal
Generic Requirements, Issue 1, January 1993.
2.3.11 Underwriters' Laboratories Standard, UL 94.
3. Poles, Ducts, Conduits, Rights of Way (ROW)
-------------------------------------------
3.1 Definitions
3.1.1 An "Attachment" is any placement of AT&T's facilities in or on
GTE's poles, ducts, conduits, or rights of way.
3.1.2 A "conduit" is a tube or protected trough that may be used to
house communication or electrical cables. Conduit may be
underground or above ground and may contain one or more inner
ducts.
3.1.3 A "duct" is a single enclosed path to house facilities to
provide telecommunications services.
3.1.4 The terms "facility" and "facilities" refer to any property,
equipment, or items owned or controlled by any person or entity.
The terms "facility" and "facilities" include, but are not
limited to, poles, anchors, pole hardware, wires, cables,
strands, apparatus enclosures or any other items attached to a
pole or attached to hardware affixed to or associated with a
pole; conduit and conduit systems and wires, cables, optical
conductors, associated hardware or other equipment located
within a conduit system.
3.1.5 An "inner duct' is one of the single enclosed pathways located
within a duct, or buried separately without the benefit of
conduit.
3.1.6 The term "make ready work" refers to all work performed or to be
performed to prepare GTE's conduit systems, poles or anchors and
related facilities for the requested occupancy or attachment of
AT&T's facilities. "Make ready work" includes, but is not
limited to, clearing obstructions, the rearrangement, transfer,
replacement and removal of existing facilities on a pole or in a
conduit system where such work is required solely to accommodate
AT&T's facilities and not to meet GTE's business needs or
convenience. "Make ready work" may
<PAGE>
Attachment 3
Page 9
include the repair, enlargement or modification of GTE's
facilities (including, but not limited to, conduits, ducts or
manholes) or the performance of other work required to make a
pole, anchor, conduit or duct usable for the initial placement
of AT&T's facilities.
3.1.7 A "manhole" is a subsurface enclosure that personnel may enter
and use for the purpose of installing, operating, maintaining
and repairing communications facilities.
3.1.8 A "Pole attachment" is the connection of a facility to a utility
pole. Some examples of such facilities are mechanical hardware,
grounding and transmission cable and equipment boxes.
3.1.9 A "Right of Way" ("ROW") is the right to use the land or other
property of another party to place poles, conduits, cables,
other structures and equipment, or to provide passage to access
such structures and equipment. A ROW may run under, on or above
public or private property (including air space above public or
private property) and may include the right to use discrete
space in buildings, building complexes or other locations. The
existence of a ROW shall be determined in accordance with
Applicable Law.
3.2 General Duties
3.2.1 GTE shall make poles, ducts, conduits and ROW available to AT&T
for Attachments under the terms and conditions set forth in this
Section 3.
3.2.2 GTE shall provide AT&T equal and non-discriminatory access to
pole space, ducts, conduit and ROW, including ancillary pathways
as provided below, it owns or controls. Such access shall be
provided on terms and conditions equal to that provided by GTE
to itself or to any other party. Further, GTE shall not preclude
or delay allocation of these facilities to AT&T because of the
potential needs of itself or of other parties, except as
provided below. This general duty is subject to any agreements
or easements that would prohibit GTE from providing such access
on specific pole space, ducts, conduit or ROW to AT&T. If GTE
determines that access to specific pole space, ducts, conduit or
ROW is precluded by an agreement or easement, AT&T shall have
the right to review the pertinent provisions of the agreement or
easement.
3.2.3 GTE will not enter into any agreements with owners that restrict
the ability of the owner to reach agreements with AT&T regarding
access to ancillary pathways to the customer, such as entrance
facilities, cable vaults, telephone closets, equipment rooms,
risers and other similar passageways. For those ancillary
pathways to the customer, such as
<PAGE>
Attachment 3
Page 10
entrance facilities, cable vaults, telephone closets, equipment
rooms, risers and other similar passageways that GTE controls
access to and where spare capacity exists, GTE will provide
access to those facilities to AT&T on a nondiscriminatory basis.
GTE will exercise its rights as controller of those facilities
on AT&T's behalf to negotiate with landowners in accordance with
parameters provided by AT&T.
3.2.4 GTE shall provide to AT&T a Regional Single Point of Contact to
resolve issues that arise in the implementation of this
Agreement.
3.2.5 Excepting maintenance and emergency ducts as provided below, all
useable but unused space on poles, conduits, ducts or ROW owned
or controlled by GTE shall be available for the attachments of
AT&T, GTE or other providers of Telecommunications Services or
cable television systems. Neither AT&T, GTE nor any other person
may reserve space on GTE owned or controlled poles, conduits,
ducts or ROW for its future needs, unless GTE permits AT&T, GTE
or any other person to reserve space on GTE-owned or controlled
poles, conduits, ducts or ROW for specific planned projects over
the same time period. To the extent that GTE decides to permit
such reservations it shall do so in a nondiscriminatory and
competitively neutral manner and shall not favor itself or any
of its affiliates and it shall notify AT&T in writing 30 days in
advance of implementing such decision of the reservation process
it intends to follow. Such reservations may only be for specific
projects for which a party, including GTE or any of its
affiliates, can demonstrate a specific commitment by production
detailed engineering plans. GTE may reserve for emergency and
maintenance purposes one duct in each conduit section of its
facility routes. Such duct shall be equally accessible and
available by any party with facilities in such conduit section
to use to maintain its facilities or to restore them in an
emergency.
3.3 Pre-Ordering Disclosure Requirements
3.3.1 AT&T may request information regarding the availability and
conditions of poles, ducts, conduits and ROW prior to the
submission of Attachment Requests. GTE shall provide information
regarding the availability and condition of GTE's poles, ducts,
conduits or ROW for Attachments within thirty (30) business
days. If it is unable to inform AT&T about availability and
conditions within the thirty-day interval, GTE shall advise AT&T
within ten (10) days after receipt of AT&T's information request
and will seek a mutually satisfactory time period for GTE's
response. If GTE's response requires a field-based survey, AT&T
shall have the option to be present at the field-based survey
and GTE shall provide AT&T at least twenty-four (24) hours
notice prior to
<PAGE>
Attachment 3
Page 11
the start of such field survey. During and after this period,
GTE shall allow AT&T personnel to enter manholes and view pole
structures to inspect such structures in order to confirm
usability or assess the condition of the structure.
3.3.2 GTE shall make available to AT&T for inspection marked street
maps or as-built drawings showing existing poles, conduit or
other ROW at GTE's area engineering offices, upon reasonable
advance notification. If the Parties can ascertain the
availability of a specific point-to-point route at the time of
viewing, GTE will make the maps and pole prints available for
copying. In making these maps and prints available, GTE makes no
express or implied warranty as to the accuracy of these maps and
prints, other than to represent that they are the maps and
prints GTE uses in its day-to-day operations. GTE reserves the
right to deny subsequent requests to see previously viewed maps
and prints if AT&T does not have a good faith intention to
submit an Attachment Request relating to the areas described.
3.3.3 AT&T shall pay GTE a reasonable administrative fee to cover the
direct cost of providing conduit maps and prints.
3.4 Attachment Requests
3.4.1 GTE agrees to permit AT&T to place AT&T's facilities on or in
GTE's poles, ducts, conduits and ROW pursuant to Attachment
Requests from AT&T approved in accordance with Section 3.4 of
this Attachment 3 of the Agreement, on the terms and conditions
set forth herein.
3.4.2 For access to GTE owned or controlled poles, AT&T will follow
this process: (a) AT&T forwards a completed pole attachment
inquiry/request form to GTE; (b) GTE reviews inquiry/request
form and verifies the availability of space and communicates
availability information back to AT&T within 30 business days;
(c) AT&T decides whether it wants space; (d) if AT&T wants
space, it will provide three (3) copies of maps, pole lease
application and permit, permit compliance letter, rearrangement
worksheet ("make ready" sheet) and a check to cover the costs of
GTE inspection. At this point, AT&T is guaranteed space and GTE
opens a work order; (e) GTE uses make ready sheets to inspect
the poles for proper build and identification of possible
infractions. This process could take up to 45 days depending
upon the size of the job; (f) GTE provides to AT&T a corrected
copy of the make ready sheets and gives AT&T permission to start
its build; (g) AT&T has 60 to 90 days to begin construction, but
can start construction immediately upon receiving permission;
(h) after construction is complete, AT&T will notify GTE. GTE
will complete a
<PAGE>
Attachment 3
Page 12
final inspection and identify infractions on a "gig" sheet
provided back to AT&T. AT&T has 30 days to fix infractions; and
(i) AT&T will notify GTE when work is complete and GTE will do
one last inspection and close work order.
3.4.3 For access to GTE owned or controlled ducts or conduit, AT&T
will follow this process: (a) AT&T forwards a completed
conduit/duct occupancy inquiry/request form to GTE; (b) GTE
reviews inquiry/request form for availability, but not integrity
of conduit/duct and communicates availability information back
to AT&T within 30 business days; (c) AT&T decides whether it
wants conduit/duct, and if so requests to know the integrity of
the conduit/duct. Prior to integrity verification, GTE will
require either an engineering deposit or an escrow account for
the inspector's or single source provider's (SSP) time; (d) upon
receipt of the deposit or escrow funds, AT&T can request GTE
(SSP) to pull a slug through the duct to validate integrity. If
and when requested, GTE will do so and will also attach a mule
tape to the back end of the slug to get an accurate read
(footage) from point A to point B of the conduit/duct.
Alternatively, AT&T can have its approved vendor pull a slug
with GTE's inspector watching; (e) once the integrity of the
conduit/duct is validated, AT&T will provide a check for the
first month's rental associated with the amount of the actual
footage to be leased and an engineering design within thirty
(30) business days, which will provide procedures for access to
the conduit/duct including, but not limited to, a gas test
procedure, a procedure for dealing with water in manholes which
are used to access the conduit/duct, and how AT&T will guard the
other facilities in the manhole during its work. At this point
conduit/duct is guaranteed to AT&T; (f) AT&T will access the
conduit/duct through a manhole, a cable equipment vault (except
where such vault is under a GTE switch, in which case entry will
be considered on a case-by-case basis) or another mutually
agreed means; (g) AT&T will be given 60 to 90 days to start
construction, but can start construction immediately, at the
point conduit/duct is guaranteed to AT&T; (h) after construction
is complete, AT&T will notify GTE; and (i) GTE will complete a
visual inspection of the job as well as any inspections during
construction that GTE deems are necessary.
3.4.4 GTE's Single Point of Contact will provide or will arrange to
provide answers to AT&T that AT&T may have concerning
environmental, health and safety matters for each GTE facility
in or on which AT&T seeks an Attachment no later than the time
that GTE approves an AT&T Attachment Request.
3.5 Authority to Place Attachments
<PAGE>
Attachment 3
Page 13
3.5.1 Before AT&T places any Attachment pursuant to an approved
Attachment Request, AT&T shall submit evidence of its authority
to erect and maintain the facilities to be placed on GTE's
facilities within the public streets, highways and other
thoroughfares or on private property, where such authority is
required by law. AT&T shall be solely responsible for obtaining
all licenses, authorizations, permits, and consent from federal,
state and municipal authorities that may be required to place
Attachments on GTE's facilities.
3.5.2 GTE shall not unreasonably intervene against or attempt to delay
the granting of any licenses, authorizations, permits or
consents from federal, state and municipal authorities or
private property owners that may be required for AT&T to place
its Attachments on or in any poles, ducts, conduits, or rights
of way, including those that GTE owns or controls.
3.5.3 If any license, authorization, permit or consent obtained by
AT&T is subsequently revoked or denied for any reason,
permission to attach to GTE's facilities shall terminate
immediately and AT&T shall remove its Attachments within one
hundred twenty (120) days.
3.6 Capacity
3.6.1 When there is insufficient space on a GTE pole or in a GTE
conduit to accommodate an AT&T-requested Attachment or
occupancy, GTE shall, at GTE's option: (1) replace the pole or
conduit with one of greater height or capacity or (2) permit
AT&T to replace the pole or conduit with a pole or conduit of
greater height or capacity. AT&T shall reimburse GTE only for
AT&T's proportionate share of the actual costs incurred if other
attaching entities, including GTE, obtain additional access as a
result of the modification. If no other attaching entities,
including GTE, participate in the modification, AT&T will pay
all of the actual costs incurred. However, if GTE permits other
attaching entities, including GTE, to subsequently obtain access
as a result of the modification, GTE shall reimburse AT&T in an
amount equal to the modification costs attributable to the
proportionate use of the attachment by such subsequent attaching
entity to the extent GTE uses or is paid for such attachment.
GTE shall exercise all its legal rights to obtain payment from
any third party.
3.6.2 GTE shall permit AT&T to break out of GTE conduit and to
maintain facilities within conduit space used by AT&T and, where
required by GTE, shall provide AT&T designated personnel with an
escort service. Such escort service shall be available twenty-
four (24) hours per day each day of the week. GTE reserves the
right to deny AT&T requests
<PAGE>
Attachment 3
Page 14
to break out of conduit where the break out does not occur at
precast knockout locations or where the location in which AT&T
wants to break out is blocked by cable rack. AT&T must obtain
certification of a professional structural engineer for pre-1
960 conduit that the modification will not adversely affect the
structural integrity of the conduit.
3.6.3 GTE shall permit manhole interconnections and breaking out of
GTE manholes. GTE reserves the right to deny AT&T requests to
break out of manholes where the break out does not occur at
precast knockout locations or where the location in which AT&T
wants to break out is blocked by cable rack. GTE shall provide
AT&T with sufficient space in manholes for the racking and
storage of reasonable spare cable and other associated materials
as requested by AT&T and where such space is available.
3.6.4 GTE shall take all reasonable measures to allow access and/or
egress to all conduit systems. this shall include but not be
limited to GTE's removal, upon AT&T's request and at AT&T's
expense by paying GTE the actual costs incurred, of any retired
cable from conduit systems to allow for the efficient use of
conduit space within a reasonable period of time. If the Parties
are unable to agree on what is reasonable (in terms of measures
or time intervals), the matter may be submitted according to the
Alternate Dispute Resolution Process, described in Attachment 1,
by either Party.
3.6.5 Where GTE has spare inner ducts which are not, at that time,
being used for providing its services, GTE shall allow AT&T use
of such ducts upon request from AT&T. Where only two inner ducts
remain available (including an emergency spare), GTE shall allow
AT&T use of one such duct upon request from AT&T.
3.6.6 Where a spare inner duct does not exist, GTE shall allow and
AT&T shall be required to install all inner duct in a spare GTE
conduit. If GTE permits other occupying entities, including GTE,
to use the inner duct installed by AT&T, GTE shall reimburse
AT&T for the use of such conduit in an amount equal to AT&T's
costs attributable to the proportion of the conduit being used
by the other occupying entity to the extent that GTE uses or is
paid for such occupation. GTE will exercise all its legal rights
to receive payment for such occupation.
3.6.7 GTE shall not attach, or permit other entities to attach
facilities on existing AT&T facilities without AT&T's prior
written consent.
3.7 Sharing of Rights of Way
<PAGE>
Attachment 3
Page 15
3.7.1 GTE shall offer the use of such ROW it has obtained from a third
party to AT&T, to the extent that GTE's agreement or easement
with the third party does not prohibit GTE from granting such
rights to AT&T. AT&T shall have the right to review the
pertinent parts of the agreement or easement between GTE and the
third party. In cases where GTE does not have the authority to
grant access, GTE shall not prevent or delay any third party
assignment of rights-of-way to AT&T.
3.8 Emergency Situations
3.8.1 Within fifteen (15) business days after the Effective Date, GTE
shall establish a non-discriminatory priority method to access
GTE manholes and conduits in emergency situations.
3.9 Attachment Fees
3.9.1 AT&T shall pay to GTE an Attachment Fee, consistent with
Applicable Law for each GTE facility upon which AT&T obtains
authorization to place an Attachment.
3.9.2 GTE shall maintain an inventory of the GTE facilities occupied
by AT&T based upon the cumulative facilities specified in all
Requests for Attachment approved in accordance with Section 3.4
of this Attachment 3. AT&T shall have the right to remove any
Attachment at any time, and it shall be AT&T's sole
responsibility to notify GTE of any and all removals by AT&T of
its Attachments from GTE's facilities. Such notice shall be
provided to GTE at least thirty (30) days prior to the removal
of the Attachments and shall take the form of a Notice of
Removal. AT&T shall remain liable for an Attachment Fee for each
GTE facility included in all approved Attachment Requests until
a Notice of Removal has been received by GTE. GTE may, at its
option, conduct a physical inventory of AT&T's Attachments for
purposes of determining the Attachment Fees to be paid by AT&T
under this section.
3.10 Additions and Modifications to Existing Attachments
3.10.1 AT&T shall not modify, add to or replace facilities on any pre-
existing Attachment without first notifying GTE in writing of
the intended modification, addition or replacement at least
thirty (30) days prior to the date the activity is scheduled to
begin. The required notification shall include: (1) the date
the activity is scheduled to begin; (2) a description of the
planned modification, addition or replacement; (3) a
representation that the modification, addition or replacement
will not require any space other than the space previously
designated for AT&T's Attachments; and (4) a representation that
the modification,
<PAGE>
Attachment 3
Page 16
addition or replacement will not impair the structural integrity
of the facilities involved.
3.10.2 If the modification, addition or replacement specified by AT&T
in its notice will require more space than that allocated to
AT&T or will require the reinforcement or replacement of or an
addition of support equipment to the facilities involved in
order to accommodate AT&T's modification, addition or
replacement, AT&T will submit a Attachment Request in compliance
with Section 3.4 of this Attachment 3 in order to obtain
authorization for the modification, addition or replacement of
its facilities.
3.11 Charges for Unauthorized Attachments
3.11.1 It is agreed that a charge equal to two (2) times the amount of
the then current Attachment Fee shall be paid by AT&T to GTE for
each Unauthorized Attachment to a GTE pole for the period of
time for which the Attachment is unauthorized. Such payment
shall be deemed liquidated damages and not a penalty. AT&T also
shall pay GTE an Attachment Fee for each Unauthorized Attachment
accruing from the date the Unauthorized Attachment was first
placed on the GTE pole. In the event that the date the
Unauthorized Attachment was first placed on a GTE pole cannot be
determined, such date shall be deemed the date of the last
physical inventory made in accordance with this Agreement or, if
no physical inventory has been conducted, the date the first
Attachment Request from AT&T was approved in accordance with
this Agreement. If AT&T elects to leave the Attachment in place,
AT&T also shall pay to GTE all costs incurred by GTE to
rearrange any Unauthorized Attachment(s) of AT&T in order to
accommodate the Attachment(s) of another party Whose
Attachment(s) would not have required a rearrangement but for
the presence of AT&T's Unauthorized Attachment(s). If AT&T
elects to leave the pole attachment in place, AT&T shall also
pay to GTE all costs incurred by GTE to reinforce, replace or
modify a GTE pole, which reinforcement, replacement or
modification was required as a result of the Unauthorized
Attachment of AT&T. The Attachment Fee referenced in this
subsection shall be determined in the same manner as such fee
would have been determined if the Attachment had been authorized
by GTE.
3.11.2 For purposes of this section, an Unauthorized Attachment shall
include, but not be limited to: (a) an Attachment on or in any
facility, which facility is not identified in any Attachment
Request approved in accordance with this Attachment 3; (b) an
Attachment that occupies more space than that allocated to AT&T
by GTE; (c) an addition or modification to a pre-existing
Attachment that impairs the structural
<PAGE>
Attachment 3
Page 17
integrity of the involved GTE facilities; and (d) an Attachment
installed by AT&T for the use of a party other than AT&T. An
Unauthorized Attachment does not include an Attachment which
AT&T demonstrates was made mistakenly, but in good faith
pursuant to an approved Attachment Request for another
location(s).
3.12 Surveys and Inspections of Attachments
3.12.1 The exact location of AT&T's Attachments on or in GTE's
facilities may be determined, at GTE's discretion, through a
survey to be made not more than once per calendar year by GTE.
If so requested, AT&T and/or any other entity owning or jointly
owning the facilities with GTE may participate in the survey. If
the survey reveals one or more unauthorized Attachments by AT&T,
AT&T shall reimburse GTE all expenses incurred in conducting the
survey.
3.12.2 Apart from surveys conducted in accordance with Section 3.12.1
above, GTE shall have the right to inspect any Attachment of
AT&T on or in GTE's facilities as conditions may warrant upon
written notice to AT&T. No joint survey or inspection by GTE
shall operate to relieve AT&T of any responsibility, obligation
or liability assumed under this Agreement.
3.13 Notice of Modification or Alteration of Poles by GTE
3.13.1 If GTE plans to modify or alter any GTE facilities upon which
AT&T has Attachments, GTE shall provide AT&T notice of the
proposed modification or rearrangement at least sixty (60) days
prior to the time the proposed modification or alteration is
scheduled to take place. AT&T shall be allowed to participate
with GTE in such modification or rearrangement. AT&T shall make
all rearrangements of its facilities within such period of time
as is jointly determined to be reasonable by the Parties based
on the amount of rearrangements necessary and a desire to
minimize chances for service interruption or facility-based
service denial to an AT&T customer. To the extent the Parties
mutually agree that AT&T benefits from such modification or
rearrangement, AT&T shall pay GTE AT&T's proportionate share of
the costs incurred.
3.14 Default and Remedies
3.14.1 The occurrence of any one of the following shall be deemed a
Material Default by AT&T under this Agreement: (a) failure by
Licensee to pay any fee or other sum required to be paid under
the terms of this Attachment 3 and such default continues for a
period of thirty (30) days after written notice thereof to
Licensee; (b) failure by Licensee to
<PAGE>
Attachment 3
Page 18
perform or observe any other material term, condition, covenant,
obligation or provision of this Attachment 3 and such default
continues for a period of thirty (30) days after written notice
thereof from GTE (provided that if such default is not curable
within such thirty (30) day period, the period will be extended
if Licensee commences to cure such default within such thirty
(30) day period and proceeds diligently thereafter to effect
such cure); (c) AT&T's voluntary or involuntary bankruptcy; (d)
AT&T's knowing use or maintenance of its Attachments in
violation of any law or regulation, or in aid of any unlawful
act or undertaking; and (e) if any authorization which may be
required of AT&T by any governmental or private authority for
the placement, operation or maintenance of AT&T's Attachments is
denied or revoked, and any appeals or other actions for review
of such denial or revocation have been completed.
3.14.2 In the event of a Material Default, the provisions of Section
3.18.1 shall apply.
3.14.3 All rights and remedies of GTE set forth in this Agreement shall
be cumulative and none shall exclude any other right or remedy,
now or hereafter allowed by or available under any statute,
ordinance, rule of court, or the common law, either at law or in
equity, or both, except that GTE may not exercise any of the
remedies set forth in Section 3.14.2 if such Material Default is
the subject of Alternate Dispute Resolution procedures as set
forth in Attachment 1 to the Agreement.
3.15 Termination of Section 3 by AT&T
3.15.1 Section 3 of Attachment 3 of this Agreement may be terminated by
AT&T any time prior to the expiration of its term by providing
written notice to GTE of its intent to terminate not less than
ninety (90) days prior to the date such termination is to become
effective. Within one hundred twenty (120) days after the date
this Section 3 is terminated, AT&T shall cause all of its
Attachments to be removed from all of GTE's poles. In the event
AT&T fails to remove its Attachments as required by this
section, GTE shall have the option to remove all such
Attachments and store them in a public warehouse or elsewhere at
the expense of and for the account of AT&T without GTE being
deemed guilty of trespass or conversion, and without GTE
becoming liable for any loss or damages to AT&T occasioned
thereby.
3.16 Indemnification
AT&T shall indemnify GTE as set forth in Section 10 of the
General Terms and Conditions of this Agreement.
<PAGE>
Attachment 3
Page 19
3.17 Abandonment
3.17.1 Nothing in this Agreement shall prevent or be construed to
prevent GTE from abandoning, selling, assigning or otherwise
disposing of any poles, conduit systems, or other GTE property
used for AT&T's Attachments, provided, however, that GTE shall
condition any such sale, assignment or other disposition subject
to the rights granted to AT&T pursuant to this Agreement. GTE
shall promptly notify AT&T of any proposed sale, assignment or
other disposition of any facilities or other GTE property used
for AT&T's Attachments.
3.18 Alternate Dispute Resolution
3.18.1 If GTE has declared AT&T in default of any provisions of this
Section 3, or has otherwise notified AT&T that AT&T is not in
compliance with the terms of this Section 3, either party may
invoke the Alternate Dispute Resolution Process, described in
Attachment 1, or the procedures described in the Act, the FCC's
First Interconnection Order, (S) 12171231 and the FCC's Rules at
47 CFR (S)l.1401-1.1416. GTE will continue to process
Attachment Requests pursuant to this Section 3.18.1 so long as
ADR or one of the other procedures described in this section has
been initiated and is still pending.
3.18.2 GTE will not be relieved of its obligations to process
Attachment Requests by AT&T if AT&T is alleged to be in default
of this Section 3 for nonpayment of fees and charges due GTE
under this Section 3, so long as such default is (1) the subject
of good faith negotiations; (2) the subject of Alternate Dispute
Resolution procedures as set forth in Attachment 1 to the
Agreement; or (3) being adjudicated before the FCC or any other
court, regulatory body, agency, or tribunal having jurisdiction
over such dispute.
<PAGE>
ATTACHMENT 4
------------
PROVISIONING AND ORDERING
-------------------------
FOR UNBUNDLED ELEMENTS
----------------------
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Section Page
<S> <C>
1. NETWORK DEPLOYMENT.................................... 1
2. GENERAL PROVISIONING REQUIREMENTS..................... 1
3. SPECIFIC PROVISIONING PROCESS REQUIREMENTS............ 2
4. GENERAL ORDERING REQUIREMENTS......................... 3
5. ORDERING INTERFACES................................... 4
6 GTE PROVISION OF INFORMATION.......................... 4
7. ORDER FORMAT AND DATA ELEMENTS FOR INDIVIDUAL NETWORK
ELEMENTS.............................................. 5
8. ORDER FORMAT AND DATA NETWORK ELEMENTS FOR
COMBINATIONS.......................................... 6
9. PERFORMANCE REQUIREMENTS.............................. 7
</TABLE>
<PAGE>
Attachment 4
Page 1
PROVISIONING AND ORDERING
-------------------------
FOR UNBUNDLED ELEMENTS
----------------------
1. NETWORK DEPLOYMENT
------------------
1.1 GTE shall complete on a timely basis AT&T's orders for Network Elements
and Combinations and for services that GTE is required to offer to AT&T
pursuant to this Agreement in all its serving areas from and after the
Effective Date of this Agreement.
1.2 Throughout the term of this Agreement, the quality of the technology,
equipment, facilities, processes, and techniques (including, without
limitation, such new architecture, equipment, facilities, and interfaces
as GTE may deploy) that GTE provides to AT&T under this Agreement must be
at least equal in quality to that provided by GTE to itself.
2. GENERAL PROVISIONING REQUIREMENTS
---------------------------------
2.1 AT&T may order Network Elements individually and in any combination so
long as the combination is technically feasible. Combinations are Network
Elements that are specified by AT&T for a geographic area or for a
specific customer.
2.2 Combinations shall be identified and described by AT&T so that they can
be ordered and provisioned together.
2.3 Combinations may be ordered by AT&T from GTE on a single order without
the need to have AT&T send an order for each Network Element. The Parties
agree to negotiate in good faith on the adoption of any subsequent forms
or formats approved by the OBF.
2.4 GTE shall provide provisioning services to AT&T on the same days/hours
that it provides such services to itself. These days currently are
Monday through Friday from 8:00 a.m. to 5:00 p.m., within each respective
time zone. AT&T may request GTE to provide Saturday, Sunday, holiday,
and off-hour provisioning services. If AT&T requests that GTE perform
provisioning services at times or on days as stated in the preceding
sentence, GTE shall quote, within one (1) day of the request, a cost-
based rate for such services. If AT&T accepts GTE's quote, GTE shall
perform such provisioning services and AT&T will pay the agreed-upon
rates.
2.5 GTE shall provide a Single Point of Contact (SPOC) for all ordering and
provisioning activities involved in the purchase and provisioning of
GTE's Network Elements or Combinations. GTE shall also provide to AT&T a
toll-free nationwide telephone number (operational from 8:00 a.m. to 5:00
p.m.,
<PAGE>
Attachment 4
Page 2
Monday through Friday, within each respective time zone) which will be
answered by capable staff trained to answer questions and resolve
problems in connection with the provisioning of Network Elements or
Combinations, and other orders made under this Agreement.
2.6 GTE will recognize AT&T as the customer of record of all Network Elements
and Combinations ordered by AT&T and will send all notices, invoices and
pertinent information directly to AT&T.
3. SPECIFIC PROVISIONING PROCESS REQUIREMENTS
------------------------------------------
3.1 When requested by AT&T, GTE will schedule installation appointments (GTE
employee dispatch) with GTE's representative on the line with AT&T's
representative or provide AT&T access to GTE's scheduling system. GTE
will provide appropriate training for all its employees who may interface
with AT&T's customers.
3.2 GTE shall provide intercept and transfer service to AT&T for AT&T
Customers on the same basis as such service is available to similarly-
situated GTE customers. To that end, when an end-user customer transfers
service from GTE to AT&T, or from AT&T to GTE, and does not retain its
original telephone number, the Party formerly providing service to the
end user will provide, upon request, a referral announcement on the
original telephone number. The announcement will provide the new number
of the customer.
3.3 GTE will provide AT&T with a Firm Order Confirmation (FOC) for each
order, as specified in Attachment 12. The FOC will contain an enumeration
of AT&T's ordered Network Elements or Combinations (consisting of circuit
number, telephone number and/or component ID), PON, version, and GTE's
commitment date for order completion (Committed Due Date).
3.4 Upon work completion, GTE will provide AT&T electronically (unless
otherwise requested by AT&T) with an Order Completion for each order that
states when that order was completed. GTE shall respond with specific
order detail and shall state any additional charges (e.g., time and cost
charges) up to a previously agreed-upon limit associated with that order
that may be applicable.
3.5 GTE will perform pre-testing in accordance with industry standards. Where
such test results are recorded, they will be provided to AT&T
electronically or in writing (as directed by AT&T) at installation/tum-
up. Where provision of such test results is not included in the
underlying network element charge, AT&T will pay for such test results at
GTE's cost.
<PAGE>
Attachment 4
Page 3
3.6 As soon as identified and unless otherwise agreed, GTE shall provide
notification electronically of any rejections or errors contained in any
of the Data Element fields contained on any AT&T order.
3.7 As soon as identified and unless otherwise agreed, GTE shall provide
notification electronically of any instances when GTE's committed due
dates are in jeopardy of not being met by GTE on any aspect or feature
contained in any AT&T order. GTE shall concurrently indicate its new
Committed Due Date.
3.8 GTE will provide to AT&T the same type and quality of loop testing
information and in the same interval that it provides to itself. At
AT&T's request, GTE will cooperate with AT&T to test Network Elements or
Combinations purchased by AT&T in order to identify any performance
problems identified at tum-up, including trouble shooting to isolate any
problems. The costs for these items will be included in the underlying
costs of the Network Element or Combination.
3.9 AT&T will designate the AIN features which GTE is to provide for the AT&T
customer on AT&T's provisioning order.
3.10 GTE shall not reassign an AT&T Customer's AIN trigger from an AT&T AIN
application to some other service provider's application.
4. GENERAL ORDERING REQUIREMENTS
-----------------------------
4.1 Upon AT&T's request through a Suspend/Restore Order, GTE shall suspend or
restore the functionality of any Network Element or Combination. GTE
shall suspend or restore each Network Element or Combination in a manner
that conforms with AT&T's requested priorities and any applicable
regulatory policy or procedures at appropriate service order charges to
the extent not otherwise included in the underlying element cost.
4.2 GTE shall offer to AT&T the functionality of blocking calls (e.g., 800,
900, 976 international calls) by line or trunk.
4.3 GTE shall offer separate interLATA and intraLATA capabilities (i.e., 2
PICs where available) on a line or trunk basis.
4.4 Unless otherwise directed by AT&T, when AT&T orders a Network Element or
technically feasible Combination, all pre-assigned trunk or telephone
numbers currently associated with that Network Element or technically
feasible Combination shall be retained without loss.of feature capability
and without loss of the associated Ancillary Functions including, but not
limited to, Directory Assistance and 911/E911 capability. This includes
the right of AT&T to replicate GTE's retail service by purchasing the
appropriate combination of Network Elements.
<PAGE>
Attachment 4
Page 4
4.5 When AT&T orders Network Elements or technically feasible Combinations
that are currently interconnected and functional, such Network Elements
and technically feasible Combinations will remain interconnected and
functional without any disconnection or disruption of functionality.
5. ORDERING INTERFACES
-------------------
5.1 GTE shall provide to AT&T a Real Time Electronic Interface (El) for
transferring and receiving orders, FOCs, Order Completions, and other
provisioning data and materials (e.g., access to Street Address Guide
(SAG) and Telephone Number Assignment Data Base) as provided in Section
28.1 of this Agreement.
5.2 With the customer authorization required by law, the permanent gateway
shall provide AT&T's representatives with Real Time access to GTE
customer information systems which will allow the AT&T representatives to
perform the following tasks, if such information systems support GTE's
retail business:
5.2.1 Obtain AT&T customer profile, including AT&T customer name, billing and
residence address, billed telephone numbers, and identification of
features and services subscribed to by AT&T's customer;
5.2.2 Obtain information on all features and services available, in the end-
office where the AT&T customer is provisioned;
5.2.3 Enter the order for the desired features and services;
5.2.4 Provide an assigned telephone number (if the AT&T customer does not have
one assigned). Reservation and aging of these numbers shall remain GTE's
responsibility;
5.2.5 Establish the appropriate directory listing;
5.2.6 Determine if a service call is needed to install a line or service;
5.2.7 Provide service availability dates to the AT&T customer;
5.2.8 Provide information regarding dispatch and installation schedules, if
applicable; and
5.2.9 Suspend, terminate, or restore service to an AT&T customer.
6. GTE PROVISION OF INFORMATION
----------------------------
6.1 GTE shall provide to AT&T upon request and AT&T shall pay the required
charge as part of the underlying element:
<PAGE>
Attachment 4
Page 5
6.1.1 A list of all services and features technically available from each
switch that GTE may provide Local Switching, by switch;
6.1.2 A listing by street address detail of the service coverage area of each
switch;
6.1.3 All engineering design and layout information for each Network Element
and Combination;
6.1.4 A listing of all technically available functionalities for each Network
Element or Combination; and
6.1.5 Advanced information on the details and requirements for planning and
implementation of NPA splits. GTE shall provide such information to AT&T
within thirty (30) Days from the time GTE becomes aware of such
information.
6.2 Within thirty (30) days after the Effective Date of this Agreement, GTE
shall provide AT&T with an initial electronic copy and a paper copy of
the SAG or its equivalent. Prior to the time that updates are available
electronically, updates will be provided to AT&T on a monthly basis.
Thereafter, updates shall be provided to AT&T as changes are made to the
SAG.
7. ORDER FORMAT AND DATA ELEMENTS FOR INDIVIDUAL NETWORK ELEMENTS
--------------------------------------------------------------
7.1 AT&T and GTE shall each use the appropriate Data Elements for the
ordering and provisioning of Network Elements and Combinations.
7.2 Each order for a Network Element or a Combination will contain the
following order-level sections, as then currently defined by the Ordering
and Billing Forum (OBF), including, as appropriate, Administration, Bill,
and Contact Information. This information is contained on both the ASR
and LSR forms. In addition, each Network Element or Combination to be
used for a specific AT&T End User customer shall contain the End User
Information section.
7.3 AT&T and GTE will use the OBF formats defined below for the exchange of
ordering and provisioning data for Network Elements or Combinations. AT&T
shall use the ASR forms and processes for ordering Network Elements that
AT&T will use to serve more than one End User customer and the LSR form
and processes for ordering Network Elements that AT&T will use to serve a
single End User customer. AT&T and GTE shall use the forms and formats
that have been approved by the OBF and, if mutually agreed, those that
have reached the "initial closure" status at the OBF. If AT&T needs to
order or have provisioned Network Elements or Combinations for which OBF
approved or "initial closure" forms and formats do not yet exist, and to
the extent not plainly inconsistent with other agreements or procedures
contained in the Memorandum of Understanding of the parties in Comission
Complaint Docket No. 96-07-022, AT&T and GTE shall, within THIRTY (30)
days of a request by
<PAGE>
Attachment 4
Page 6
either party to do so, jointly develop a proposal for such forms and
formats. AT&T and GTE shall use the jointly proposed forms and formats
for the exchange of ordering and provisioning data unless the OBF
modifies such forms and formats upon "initial closure" or final approval.
If the OBF modifies such forms and formats upon "initial closure" or
final approval. AT&T and GTE shall, upon mutual agreement, use the forms
and formats as modified by the OBF. If AT&T and GTE do not agree on the
interim forms and formats described in this Section, either Party may
submit any disputed issues to the Alternative Dispute Resolution process
in accordance with this Agreement.
7.4 When ordering a Network Element (individually or as part of a technically
feasible Combination), the interconnection characteristics and
functionality of that Network Element will be provided by GTE per AT&T's
specified request.
8. ORDER FORMAT AND DATA NETWORK ELEMENTS FOR COMBINATIONS
-------------------------------------------------------
8.1 AT&T may purchase Combinations (i) on a case-by-case basis for those
Network Elements that are AT&T customer-specific (hereinafter referred to
as Customer-Specific Network Elements or Combinations); or (ii) on a
common-use basis for those Network Elements that are shared by multiple
AT&T customers (hereinafter referred to as Common-Usage Network Elements
or Combinations).
8.2 When ordering a Combination, AT&T will have the option of ordering all
capabilities and functionalities of each of the individual Network
Elements that comprise the Combination.
8.3 When ordering either Customer-Specific Combinations or Common-Usage
Combinations, AT&T may specify the functionality of that Combination
without the need to specify the facility/network configuration necessary
to provision the individual Network Elements needed to perform that
functionality. AT&T will specify the Elements that make up each of the
Combinations necessary to satisfy the request.
8.4 Prior to providing Local Service in a specific geographic area or when
AT&T requires a change of network configuration, AT&T may place an order
with GTE requesting GTE to implement the capability. AT&T may request the
establishment of Common Usage Network Elements or Combinations by use of
the negotiated ordering methods and forms. The initial order requesting
Unbundled Switching, recording and associated trunking, which shall be in
a mutually agreed format, will be known as "Footprint Order."
9. PERFORMANCE REQUIREMENTS
------------------------
9.1 AT&T will specify on each order its Desired Due Date (DDD) for completion
of that particular order. GTE will not complete the order prior to the
DDD or later than the DDD unless authorized by AT&T. The Implementation
Team will
<PAGE>
Attachment 4
Page 7
specify for Network Elements, Combinations and Footprint orders
provisioning procedures for the items set forth in the following table.
If the time period from the date of the order to the DDD is less than the
intervals (once established) for provisioning Network Elements,
Combinations and the Footprint Order as set forth in the following table,
and is also less than the intervals for provisioning the same or like
Network Elements, Combinations and Footprint Orders that GTE provides to
itself or to any third party, the order will be considered an expedited
order, and handled under and according to the expedited provisioning
procedures established by the Implementation Team.
-------------------------------------------------------------
INTERVALS FOR ORDER COMPLETION
-------------------------------------------------------------
Network Element. Combination or Footprint Number of
----------------------------------------- ---------
Order Days/1/
----- ----
-------------------------------------------------------------
Loop Distribution
-------------------------------------------------------------
Loop Concentrator/Multiplexer
-------------------------------------------------------------
Loop Feeder
-------------------------------------------------------------
Local Switching and Tandem Switching
-------------------------------------------------------------
Operator System
-------------------------------------------------------------
Dedicated Transport and Common Transport
DSO, DS-1 T 1.5
STS-1 , DS3/T3
OC-3, +
-------------------------------------------------------------
Signaling Transfer Points
-------------------------------------------------------------
Signaling Link Transport
-------------------------------------------------------------
SCPs/Databases
-------------------------------------------------------------
Loop Combination
-------------------------------------------------------------
Footprint Order
-------------------------------------------------------------
9.2 Within four (4) Business Hours after a request from AT&T for an expedited
order, and provided that the number of expedited orders from AT&T to GTE
are no more than five (5) percent of the total number of orders placed by
AT&T with GTE on any given day, GTE shall notify AT&T if GTE will
complete, or not complete, the order within the expedited interval. A
Business Hour is any hour occurring on Monday through Friday, exclusive
of national holidays, between 8 a.m. and 5 p.m. within each respective
time zone, or such hours as GTE may provide for its own end-user
customers.
______________
/1/ For each of the indicated Network Elements, Combinations and Footprint
Orders listed in the Table, the intervals (i.e., number of days) will be
established by the Implementation Team within 90 days of the Effective Date of
this Agreement.
<PAGE>
Attachment 4
Page 8
9.3 Once an order has been issued by AT&T and if AT&T subsequently requires a
new DDD that is earlier than the original DDD, AT&T will issue an
expedited modified order.
9.4 AT&T and GTE will agree to escalation procedures and contacts. Either
Party shall notify the other of any modifications to these contacts
within one (1) week of such modifications.
<PAGE>
Attachment 5
Page 1
ATTACHMENT 5
------------
MAINTENANCE FOR LOCAL SERVICES RESALE
-------------------------------------
AND UNBUNDLED ELEMENTS
----------------------
1. GTE shall provide repair, maintenance, and testing for all Local Services
and Unbundled Network Elements and Combinations in accordance with the
terms and conditions of this Attachment. In addition, GTE shall provide
surveillance for all Local Services and Unbundled Network Elements and
Combinations to the same extent that GTE provides such surveillance for
itself.
2. GTE shall cooperate with AT&T to meet maintenance standards for all Local
Services and Unbundled Network Elements and Combinations ordered under this
Agreement, as specified in Section 9 of this Attachment. GTE shall
otherwise meet Commission maintenance and repair standards, if any, with
respect to Local Services, Unbundled Network Elements and Combinations,
3. GTE and AT&T agree to work together in the OBF to establish uniform
industry standards for the full or final Electronic Interface described in
the Arbitrator's Report (10/31/96) in Commission Application Docket 96-08-
041. AT&T and GTE will employ the interim electronic interface procedures
that are developed and approved for implementation in Commission Complaint
Docket 96-07-022.
4. GTE service technicians and other repair personnel shall provide repair
service to AT&T customers that is at least equal in quality to that
provided to GTE customers. GTE's operating policies, procdeures and
practices shall apply in all such repair service situations without regard
to whether the customer is a GTE customer or an AT&T customer.
5. For all Local Services, Network Elements and Combinations provided to AT&T
under this Agreement, GTE shall provide the same maintenance, including,
without limitation, maintenance intervals and procedures, that GTE provides
for its own network. GTE shall provide AT&T notice within one business day
of the scheduling of any maintenance activity which may impact AT&T
Customers. Scheduled maintenance shall include, without limitation, such
activities as, switch software retrofits, power tests, major equipment
replacements and cable rolls; provided, however, that such activity is not
related to a network or technology change covered elsewhere in this
Agreement. Plans for scheduled maintenance shall include, at a minimum, the
following information: location and type of facilities, work to be
performed, date and time work is scheduled to commence, and date and time
work is scheduled to be completed.
<PAGE>
Attachment 5
Page 2
6. GTE shall advise AT&T of all non-scheduled maintenance and testing activity
to be performed by GTE on any network element, including, without
limitation, any hardware, equipment, software, or system providing service
functionality that may reasonably be expected to impact AT&T Customers. GTE
shall provide the maximum amount of advance notice to AT&T of such
nonscheduled maintenance and testing activity as is reasonably practical,
under the circumstances; provided, GTE shall provide emergency maintenance
as promptly as possible under the circumstances, to maintain or restore
service and shall advise AT&T promptly of any such actions it takes.
7. Major network outages will be reported to AT&T via a telephone number
designated by AT&T. GTE and AT&T shall work cooperatively on the
establishment of emergency restoration procedures. GTE may invite other
carriers to join in this effort. In establishing such procedures,
consideration shall be given to: (i) provision for immediate notification
to AT&T of the existence, location, and source of any emergency network
outage potentially affecting customers; (ii) establishment of a single
point of contact responsible for initiating and coordinating the
restoration of all Local Services and Network Elements or Combinations;
(iii) methods and procedures to provide access to information relating to
the status of restoration efforts and problem resolution during the
restoration process; (iv) an inventory and description of mobile
restoration equipment, by location; (v) methods and procedures for the
dispatch of mobile equipment to the restoration site; (vi) methods and
procedures for reprovisioning of all Local Services and Network Elements or
Combinations after initial restoration; (vii) priority, as between AT&T
Customers and GTE Customers, with respect to restoration efforts,
consistent with FCC Service Restoration guidelines, including, without
limitation, deployment of repair personnel, and access to spare parts and
components; and (viii) a mutually agreeable process for escalation of
maintenance problems, including a complete, up-to-date list of responsible
contacts, each available twenty-four (24) hours per day, seven (7) days per
week. Said plans shall be modified and up-dated as needed.
For purposes of this subsection, a major network outage is defined as GTE
defines such outages for internal purposes. GTE shall provide timely
notification to AT&T of any outage.
8. With respect to misdirected calls from AT&T customers requesting repair,
GTE shall refer such AT&T customers to the telephone number designated by
AT&T. With respect to misdirected calls from GTE customers requesting
repair, AT&T shall refer such GTE customers to the telephone number
designated by GTE.
9. GTE's repair bureau shall conform to the following performance and service
quality standards when providing repair and maintenance to AT&T and AT&T
Customers under this Agreement:
<PAGE>
Attachment 5
Page 3
9.1 If service is provided to AT&T Customers before a Real Time Electronic
Interface is established between AT&T and GTE, AT&T will transmit repair
calls to the GTE repair bureau by telephone. In such event, the following
standards shall apply: The GTE repair bureau shall answer its telephone
and begin taking information from AT&T within twenty (20) seconds of the
first ring, eighty percent (80%) of the time. Calls answered by automated
response systems, and calls placed on hold, shall be considered not to
meet these standards.
9.2 GTE's repair bureau, shall be on-line and operational twenty-four (24)
hours per day, seven (7) days per week. AT&T and GTE will develop
mutually agreed-upon manual processes for repair reporting in the event
of unavailability or failure of the Electronic Interface.
9.3 GTE's repair bureau shall provide to AT&T the "estimated time to restore"
for all DS1 or higher capacity services at performance standard levels
determined by the Implementation Team. GTE shall provide all other
classes of service restoral commitment(s) as specified in Appendix 2 of
Attachment 12 to this Agreement.
9.4 Additional maintenance performance measures, described in 9.4.1, 9.4.2
and 9.4.3 following, will be evaluated by the Implementation Team.
9.4.1 Where an outage has not reached the threshold defining an emergency
network outage, the following quality standards shall apply with respect
to restoration of Local Service and Network Elements or Combination:
Total outages requiring a premises visit by a GTE technician that are
received by GTE between 8 a.m. to 6 p.m. on any day shall be restored
within four (4) hours of referral, ninety percent (90%) of the time;
within eight (8) hours of referral, ninety-five percent (95%) of the
time; and within sixteen (16) hours of referral, ninety-nine percent
(99%) of the time and Mean Time to Restore (MTR) within eight (8) hours.
Total outages requiring a premises visit by a GTE technician that are
received between 6 p.m. and 8 a.m. on any day shall be restored during
the following 8 a.m. to 6 p.m. period in accordance with the following
performance metrics: within four (4) hours of 8 a.m., ninety percent
(90%) of the time; within eight (8) hours of 8 a.m., ninety-five percent
(95%) of the time; and within sixteen (16) hours of 8 a.m., ninety-nine
percent (99%) of the time and MTR within eight (8) hours.
Total outages which do not require a premises visit by a GTE technician
shall be restored within two (2) hours of referral, eighty-five percent
(85%) of the time; within three (3) hours of referral, ninety-five
percent (95%) of the time;
<PAGE>
Attachment 5
Page 4
and within four (4) hours of referral, ninety-nine percent (99%) of the
time and MTR within two (2) hours.
9.4.2 Trouble calls (e.g., related to Local Service or Network Element or
Combination degradation or feature problems) which have not resulted in
total service outage shall be resolved within twenty-four (24) hours of
referral, ninety-five percent (95%) of the time, irrespective of whether
or not resolution requires a premises visit. For purposes of this
Section, Local service or a Network Element or Combination is considered
restored, or a trouble resolved, when the quality of the Local Service or
Network Element or Combination is equal to that provided before the
outage, or the trouble, occurred.
9.4.3 Repeat trouble reports from the same customer in a two-month period shall
be less than one percent (1 %). Repeat trouble reports shall be measured
by the number of calls received by the GTE repair bureau relating to the
same telephone line during the current and previous report months.
9.5 GTE shall provide progress reports and status of repair efforts to AT&T
upon request. GTE shall inform AT&T within one (1) hour of restoration of
Local Service or Network Element or Combination after a network outage
has occurred. GTE shall clear all repair tickets in compliance with GTE
policies and guidelines. GTE shall close all repair tickets, including
"test OK" ("T0K") and "Came Clear ("CC") repair tickets, with the AT&T
work centers designated by AT&T on the repair ticket, unless a different
notification procedure is mutually agreed to by the Parties. GTE shall
make one attempt to notify AT&T of closed repair tickets using a mutually
agreed to notification method. At AT&Ts option, AT&T shall contact the
Customer to verify that the repair has been effected. GTE shall provide
AT&T with a list of any applicable charges, as specified in Attachment
14, at the time a repair ticket is closed.
9.6 When, in AT&T's judgment, any repair ticket or tickets are not being
handled or resolved by GTE personnel in a timely manner, AT&T may
escalate the matter for review and resolution under such procedures as
are now available or may be established between the Parties during the
term of this Agreement.
9.7 Except with respect to charges for inside wire maintenance, maintenance
charges for premises visits by GTE technicians shall be billed by AT&T to
its Customer, and not by GTE. The GTE technician shall present the
Customer with an AT&T-branded form. Additional authorization for time and
material charges shall be provided by AT&T using the agreed-to
notification process.
9.8 Dispatching of GTE technicians to AT&T Customer premises shall be
accomplished by GTE pursuant to a repair request received from AT&T and
non-recurring charges shall apply as provided in Attachment 14. Any
additional trips required to an AT&T Customer's premise because the
<PAGE>
Attachment 5
Page 5
Customer was not ready/available will result in an additional non-
recurring charge.
9.9 GTE shall furnish AT&T with a single point of contact ("SPOC") for all
communications relating to trouble repair and maintenance for POTS
services; for special services, GTE will provide AT&T with a single point
of contact on a regional basis.
<PAGE>
Attachment 6
Page 1
ATTACHMENT 6
------------
LOCAL SERVICES RESALE, UNBUNDLED NETWORK ELEMENT AND
----------------------------------------------------
INTERCONNECTION BILLING AND RECORDING
-------------------------------------
1. GENERAL
-------
This Attachment contains the provisions applicable to billing and payment
of all charges AT&T incurs for purchasing wholesale Local Services for
resale and Unbundled Network Elements and Combinations, and the billing
and payment procedures to be followed when AT&T is interconnected to GTE
Network Facilities. The specific provisions for Local Service Billing are
set forth in Appendix A; the specific provisions for Unbundled Network
Element billing are set forth in Appendix B; and the specific provisions
for Interconnection Billing are set forth in Appendix C.
2. ADDITIONAL REQUIREMENTS
-----------------------
The following provisions shall, when applicable, govern Local Service,
Unbundled Network Element and Interconnection Bills.
2.1 BILL ACCURACY CERTIFICATION AND VALIDATION
------------------------------------------
2.1.1 The Parties agree that as further set forth in accordance with this
Attachment 6 and in order to ensure the proper performance and integrity
of the entire billing process, GTE will be responsible and accountable
for transmitting to AT&T accurate and current bills on a monthly basis.
GTE agrees to implement control mechanisms and procedures to render a
bill that accurately reflects the Elements, Combinations and Local
Service ordered and used by AT&T as well as accurate Meet Point Billing
Data. In addition, the Parties agree to meet monthly or as deemed
necessary by either Party to review and resolve potential billing
discrepancies.
2.1.2 AT&T and GTE shall use diligent and good faith effort to reach an
agreement on the Bill Certification Methodology. The Access Billing
Supplier Quality Certification Operating Agreement, dated December 7,
1992, as amended December 16, 1993, between GTE and AT&T shall be used as
the model for a Local Service Resale and Unbundling Billing Certification
Operating Agreement. GTE will move to the development of mutually-
acceptable bill quality processes by April 30, 1997.
<PAGE>
Attachment 6
Page 2
2.1.3 Until Bills and Data are certified pursuant to the Local Service Bill
Certification Operating Agreement reached under Section 2.1.2 of this
Attachment 6, Bill and Data accuracy will be validated through an interim
process using mutually agreed procedures.
2.1.4 Subject to GTE's reasonable security requirements and except as may be
otherwise specifically provided in this Agreement, AT&T may audit GTE's
books, records and other documents pertaining to the services provided to
AT&T under this Agreement and billed in accordance with this Attachment
6 once in each Contract Year for the purpose of evaluating the accuracy
of GTE's billing, data and invoicing. AT&T may employ other persons or
firms for this purpose subject to the confidentiality provisions
contained herein. Such audit shall take place at a time and place agreed
on by the Parties no later than thirty (30) days after notice thereof to
GTE. GTE shall have the right to review such audit and the findings.
2.1.5 Upon resolution of the audit, GTE shall promptly correct any error that
is revealed in an audit, including making refund of any overpayment by
AT&T or recording a charge for underpayment by AT&T, in each instance
together with applicable interest, in the form of a credit or a debit on
the invoice for the first full billing cycle after the Parties have
agreed upon the accuracy of the audit results. Any Disputes concerning
audit results shall be resolved pursuant to the Alternate Dispute
Resolution procedures described in Attachment 1. Applicable Interest
shall be as defined in Section 2.4.1.
2.1.6 Each Party shall cooperate fully in any such audit, providing reasonable
access to any and all of its appropriate employees and relevant books,
records and other documents of the party reasonably necessary to assess
the accuracy of AT&Ts orders and GTE's bills, data and invoices. Each
Party shall bear its own costs and expenses of any audits.
2.2 PAYMENT OF CHARGES
------------------
2.2.1 Subject to the terms of this Agreement, AT&T and GTE will pay each other
within thirty (30) calendar days from the Bill Date, or twenty (20)
calendar days from the receipt of the bill, whichever is later. If the
payment due date is a Sunday or is a Monday that has been designated a
bank holiday by the Chase Manhattan Bank of New York (or such other bank
as the Parties specify), payment will be made the next business day. If
the payment due date is a Saturday or is on a
<PAGE>
Attachment 6
Page 3
Tuesday, Wednesday, Thursday or Friday that has been designated a bank
holiday by the Chase Manhattan Bank of New York (or such other bank as
the Parties specify), payment will be made on the preceding business day.
2.2.2 Payments shall be made in U.S. Dollars via electronic funds transfer
("EFT") to the other Party's bank account. At least thirty (30) days
prior to the first transmission of billing data and information for
payment, GTE and AT&T shall provide each other the name and address of
its bank, its account and routing number and to whom Billing payments
should be made payable. If such banking information changes, each Party
shall provide the other Party at least sixty (60) days written notice of
the change and such notice shall include the new banking information.
Notwithstanding any permitted assignment of this Agreement, AT&T will
provide GTE with only one address to which such payments shall be
rendered and GTE will provide to AT&T with only one address to which such
payments shall be rendered. In the event AT&T receives multiple Bills
from GTE which are payable on the same date, AT&T may remit one payment
for the sum of all such Bills payable to GTE's bank account specified in
this subsection. AT&T will provide specific account level detail for
payment application. Each Party shall provide the other Party with a
contact person or center for the handling of Billing payment questions or
problems.
2.3 BILLING DISPUTES
----------------
2.3.1 Each Party agrees to notify the other Party in writing 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 which such disputed charges appear. Resolution of the
dispute will be attempted at all appropriate levels of management within
the Parties respective billing organizations before use of the dispute
resolution process in Attachment 1 resulting in a recommendation or
settlement of the dispute and closure of a specific billing period.
2.3.2 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
applicable no later than the second bill date after the resolution of the
dispute. Accordingly, if a Party disputes Charges and
<PAGE>
Attachment 6
Page 4
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 applicable no later than the second bill
payment due date after the resolution of the dispute. In no event,
however, shall any late payment charges be assessed on any previously
assessed late payment charges, unless Regulatory rules provide otherwise.
2.4 LATE PAYMENT CHARGES
--------------------
2.4.1 If either Party fails to pay any Charges in this Attachment by the
payment due date, of if a payment or any portion of a payment is received
by either Party after the payment due date, of if a payment or any
portion of a payment is received in funds which are not immediately
available to the other Party, then interest shall be payable as a late
payment penalty shall be assessed. The late payment interest rate shall
be one and one-half (1 1/2) percent per month, or if lower the highest
rate permitted by law, calculated based upon any portion of a payment not
received by the payment due date, compounded daily for the number of days
from the payment date to and including the date that payment is actually
made. In no event, however, shall interest be assessed on any previously
assessed late payment charges, unless Regulatory rules provide otherwise.
2.5 RECORDING OF CALL INFORMATION
-----------------------------
2.5.1 The Parties agree to record call information in accordance with this
subsection. To the extent technically feasible within a Party's existing
systems, each Party will record agreed upon call detail information
associated with calls originated or terminated to the other Party's local
exchange customer. These records shall be provided at a Party's request
and shall be formatted pursuant to Bellcore standards and the terms and
conditions of this Attachment. These records shall be transmitted as
agreed upon to the other Party in EMR format via Connect:Direct
capabilities, and such records shall be transmitted as the Parties agree.
GTE and AT&T agree that they will retain, at each Party's sole expense,
copies of all AMA records transmitted to the other Party for at least
seven (7) calendar days after transmission to the other Party.
2.5.2 Each Party will provide the other Party with a carrier identification
code ("CIC") on each EMR record transmitted to the other Party. If GTE
does not have a CIC for any local exchange carrier, ALEC or IXC for whom
GTE must supply to AT&T Connectivity Billing records for
<PAGE>
Attachment 6
Page 5
information pursuant to this Attachment, GTE agrees that it will assist
the local exchanger carrier, ALEC or IXC in obtaining a CIC
expeditiously. Until the local exchange carrier, ALEC or IXC has received
a CIC, GTE agrees that it will submit its CIC to AT&T on those records
for billing and payment. GTE further agrees that it will then be
responsible for obtaining reimbursement for the respective charges from
the appropriate carrier. Likewise if AT&T does not have a CIC for any
local exchange carrier, ALEC or IXC for whom AT&T must supply to GTE
billing records or information pursuant to this Attachment, AT&T agrees
that it will assist the local exchange carrier, ALEC or IXC in obtaining
a CIC expeditiously. Until the local exchange carrier, ALEC or IXC has
received a CIC, AT&T agrees that it will submit its CIC to LEC on those
records for billing and payment. AT&T further agrees that it will then be
responsible for obtaining reimbursement for the respective charges from
the appropriate carrier.
2.5.3 The Parties agree that they will meet the performance measurements for
the provision of EMR records in Attachment 12.
2.5.4 The Parties agree that they will provide each other a single point of
contact regarding any data exchange problems.
2.6 EXAMINATION OF RECORDS
----------------------
2.6.1 Without waiver of and in addition to the Audit rights in the general part
of this Agreement, upon reasonable notice and at reasonable times and in
accordance with the Access Billing Supplier Quality Certification
Operating Agreement, AT&T or its authorized representatives may examine
GTE's documents, systems, records and procedures which relate to the
billing and recording of the Charges to AT&T under this Attachment 6.
<PAGE>
ATTACHMENT 6A
-------------
LOCAL SERVICES RESALE, BILLING AND RECORDING
--------------------------------------------
TABLE OF CONTENTS
-----------------
<TABLE>
<S> <C>
APPENDIX A....................................................... 1
LOCAL SERVICE RESALE BILLING AND RECORDING....................... 1
1. General....................................................... 1
2. Billable Information And Charges.............................. 1
3. Issuance of Local Service Bills - General..................... 2
4. Electronic Transmissions of Local Services Bills.............. 3
5. Testing Requirements.......................................... 5
</TABLE>
<PAGE>
Attachment 6
Appendix A
Page 1
APPENDIX A
----------
LOCAL SERVICE RESALE BILLING AND RECORDING
------------------------------------------
1. GENERAL
-------
This Section describes the specific requirements for GTE to bill and
record all charges AT&T incurs for purchasing wholesale Local Services
for resale.
2. BILLABLE INFORMATION AND CHARGES
--------------------------------
2.1 GTE will bill and record in accordance with this Agreement those charges
AT&T incurs as a result of AT&T purchasing from GTE wholesale Local
Services, as set forth in this Agreement (hereinafter "Local Service
Charges"). Each Local Service purchased by AT&T shall be assigned a
separate and unique billing code in the form agreed to by the Parties and
such code shall be provided to AT&T on each Local Service Bill in which
charges for such Elements, Combinations, or Local Services appear. Each
such billing code shall enable AT&T to identify the Local Services
ordered or utilized by AT&T in which Local Service Charges apply pursuant
to this Agreement. Each Local Service Bill shall set forth the quantity
and description of each such Local Service provided and billed to AT&T.
All Local Service Charges billed to AT&T must indicate the state from
which such charges were incurred.
2.2 GTE shall provide AT&T a monthly Local Service Bill that includes all
Local Service Charges incurred by and credits and/or adjustments due to
AT&T for those Local Services ordered, established, utilized,
discontinued or performed pursuant to this Agreement. Each Local Service
Bill provided by GTE to AT&T shall include: (1) all non-usage sensitive
charges incurred for the period beginning with the current bill date and
extending to, but not including, the next bill date; (2) any known
unbilled non-usage sensitive charges for prior periods, (3) unbilled
usage sensitive charges for the period beginning with the day after the
last bill date and extending up to, and including, the current bill date;
(4) any known unbilled usage sensitive charges for prior periods; and (5)
any known unbilled adjustments. The Local Service Bill shall also include
all charges for Primary Interchange Carrier (PIC) changes as a separate
item defined by billing telephone number and any associated working
telephone number.
2.3 The Bill Date must be present on each bill transmitted by GTE to AT&T.
Local Service Bills shall not be rendered for any Local Service Charges
which are incurred under this Agreement on or before one (1) year
preceding the Bill Date except for charges resulting from resolution of
an audit conducted pursuant to Section 2.1.4 of Attachment 6. In
addition, on each bill where
<PAGE>
Attachment 6
Appendix A
Page 2
"Jurisdiction" is identified, Local Traffic charges shall be identified
as "Local" and local toll charges identified as intrastate/intraLATA.
2.4 GTE shall bill AT&T for any wholesale Local Service, supplied by GTE to
AT&T pursuant to this Agreement at the rates set forth in this Agreement.
GTE will bill AT&T based on the actual Local Service Charges incurred,
provided, however, for those usage based Local Service Charges where
actual charge information is not determinable by GTE because the
jurisdiction (i.e., interstate, interstate/interLATA, intrastate,
intrastate/intraLATA, local) of the traffic is unidentifiable, the
Parties will jointly develop a process to determine the appropriate
charges. Measurement of usage-based Local Service Charges shall be actual
conversation in tenths of seconds. The total conversation seconds per
chargeable traffic types will be totalled for the entire monthly bill
cycle and then rounded to the next whole minute.
2.5 Except as otherwise specified in this Agreement, each Party shall be
responsible for (1) all costs and expenses it incurs in complying with
its obligations under this Agreement and (2) the development,
modification, technical installation and maintenance of any systems or
other infrastructure which it requires to comply with and to continue
complying with its responsibilities and obligations under this Agreement.
2.6 Each Party shall provide the other Party at no additional charge a
contact person or center for the handling of any Local Service Billing
questions or problems that may arise during the implementation and
performance of the terms and conditions of this Attachment.
3. ISSUANCE OF LOCAL SERVICE BILLS - GENERAL
-----------------------------------------
3.1 GTE and AT&T shall issue Local Service Bills as follows:
3.1.1 Until July 1, 1998, GTE and AT&T shall issue Local Service Bills via
Electronic Data Exchange ("EDI").
3.1.2 GTE and AT&T will jointly work together such that on or as soon after
July 1, 1998 as possible, GTE and AT&T shall issue all Local Service
Bills in accordance with CABS Version 26.0, or such later versions of
CABS that are published by Bellcore, or its successor, and which become
industry standard, and in accordance with the requirements of this
Appendix.
3.2 GTE and AT&T will establish monthly billing dates ("Bill Date") for each
Billing Account Number ("BAN"), and, when appropriate, as further
defined in the CABS document, which Bill Date shall be the same day month
to month. Each BAN shall remain constant from month to month, unless
changed as agreed to by the Parties. Each Party shall provide the other
Party at least thirty (30) calendar days written notice prior to
changing, adding or deleting a
<PAGE>
Attachment 6
Appendix A
Page 3
BAN. The Parties will provide one Local Service Billing invoice
associated with each BAN. Each invoice must contain an invoice number
(which will vary from month to month). On each bill associated with a
BAN, the appropriate invoice number and the charges contained on such
invoice must be reflected. All Local Service Bills must be received by
the other Party no later than ten (10) calendar days from Bill Date and
at least twenty (20) calendar days prior to the payment due date (as
described in this Attachment), whichever is earlier. Any Local Service
Bill received on a Saturday, Sunday or a day designated as a holiday by
the Chase Manhattan Bank of New York (or such other bank as AT&T shall
specify) will be deemed received the next business day. If either Party
fails to receive Local Service Billing data and information within the
time period specified above, the payment due date will be extended by the
number of days the Local Service Bill is late.
3.3 Each Party will provide the other Party written notice of which Local
Service Bills are to be deemed the official bills. If either Party
requests an additional copy(ies) of a bill, such Party shall pay the
other Party a reasonable fee per additional bill copy, unless such copy
was requested due to errors, omissions, or corrections or the failure of
the transmission to comply with the specifications set forth in this
Agreement.
3.4 To avoid transmission failures or the receipt of Local Service Billing
information that cannot be processed, the Parties shall provide each
other with their respective process specifications and edit requirements.
AT&T shall comply with GTE's processing specifications when AT&T
transmits Local Service Billing data to GTE. GTE shall comply with AT&T's
processing specifications when GTE transmits Local Service Billing data
to AT&T. AT&T and GTE shall provide each other reasonable notice if a
Local Service Billing transmission is received that does not meet such
Party's specifications or that such Party cannot process. Such
transmission shall be corrected and resubmitted to the other Party, at
the resubmitting Party's sole expense, in a form that can be processed.
The payment due date for such resubmitted transmissions will be twenty
(20) days from the date that the transmission is received in a form that
can be processed and that meets the specifications set forth in this
Attachment.
4. ELECTRONIC TRANSMISSIONS OF LOCAL SERVICES BILLS
------------------------------------------------
4.1 GTE and AT&T agree that after July 1, 1998, following implementation of
CABS pursuant to Section 3.1.2 of this Appendix A, each Party will
transmit Billing information and data in the appropriate CABS format
electronically via Connect: Direct (formerly known as Network Data Mover)
to the other Party at the location specified by the Party. The Parties
agree that a Tl.5 or 56kb circuit to Gateway for Connect: Direct is
required. AT&T data centers will be responsible for originating the
calls for data transmission via switched 56kb or
<PAGE>
Attachment 6
Appendix A
Page 4
Tl.5 lines. If GTE has an established Connect:Direct link with AT&T, that
link can be used for data transmission if the location and applications
are the same for the existing link. Otherwise, a new link for data
transmission must be established. GTE must provide AT&T/Alpharetta its
Connect:Direct Node ID and corresponding VTAM APPL ID before the first
transmission of data via Connect:Direct. AT&T's Connect:Direct Node ID is
"NDMATTA4" and VTAM APPL ID is "NDMATTA4" and must be included in GTE's
Connect:Direct software. AT&T will supply to GTE its RACF ID and password
before the first transmission of data via Connect:Direct. Any changes to
either Party's Connect:Direct Node ID must be sent to the other Party no
later than twentyone (21) calendar days before the changes take effect.
4.2 The following dataset format shall be used as applicable for those
Charges transmitted via Connect:Direct in CABS format:
Production Dataset
- --------------------------------------------------------------------------------
AF25.AXXXXYYY.AZZZ. DDDEE Production Dataset Name
- --------------------------------------------------------------------------------
AF25= Job Naming Convention
- --------------------------------------------------------------------------------
AXXXX= Numeric Company Code
- --------------------------------------------------------------------------------
YYY= LEC Remote
- --------------------------------------------------------------------------------
AZZZ= RAO (Revenue Accounting Office)
- --------------------------------------------------------------------------------
DDD= BDT (Billing Data Tape with or without
CSR)
Or
CSR (Customer Service Record)
- --------------------------------------------------------------------------------
EE= 01 thru 31 (Bill Period) (optional)
Or
GA (US Postal-State Code)
- --------------------------------------------------------------------------------
Test Dataset
- --------------------------------------------------------------------------------
AF25.ATEST.AXXXX.DDD Test Dataset Name
- --------------------------------------------------------------------------------
AF25.ATEST= Job Naming Convention
- --------------------------------------------------------------------------------
AXXXX= Numeric Company Code
- --------------------------------------------------------------------------------
DDD= BDT (Billing Data Tape with or without
CSR)
Or
CSR (Customer Service Record
- --------------------------------------------------------------------------------
4.2.1 GTE agrees that if it transmits data to AT&T in a mechanized format
utilizing CABS, GTE will also comply with the following specifications
which are not contained in CABS guidelines but which are necessary for
AT&T to process Billing information and data:
. The BAN shall not contain embedded spaces or low values.
<PAGE>
Attachment 6
Appendix A
Page 5
. The Bill Date shall not contain spaces or non-numeric values.
. Each Bill must contain at least one detail record.
. Any "From" Date should be less than the associated "Thru" Date and
neither date can contain spaces.
. The Invoice Number must not have embedded spaces or low values
5. TESTING REQUIREMENTS
--------------------
5.1 The Parties will jointly develop a test procedure prior to sending
mechanized bills or data to ensure to the satisfaction of each Party that
bills may be processed as required in this Agreement.
5.2 GTE shall provide to AT&T's Company Manager, located at 500 North Point
Parkway, FLOC Bl104B, Alpharetta, Georgia 30302, GTE's originating or
state level company code so that it may be added to AT&T's internal
tables at least thirty (30) calendar days prior to testing or prior to a
change in GTE's originating or state level company code.
5.3 During the testing period, GTE shall transmit to AT&T any Billing data
and information via paper transmission. Test tapes shall be sent to AT&T
at the following location:
--------------------------------------------------
Test Tapes: AT&T
500 North Point Parkway
FLOC Bl104B
Alpharetta, Georgia 30302
Attn: Access Bill Testing
Coordinator
--------------------------------------------------
<PAGE>
ATTACHMENT 6B
-------------
UNBUNDLED NETWORK ELEMENTS BILLING AND RECORDING
------------------------------------------------
TABLE OF CONTENTS
-----------------
APPENDIX B............................................................ 1
UNBUNDLED NETWORK ELEMENT BILLING AND RECORDING....................... 1
1. General............................................................ 1
2. Billable Information And Charges................................... 1
3. Collocation........................................................ 2
4. Issuance of Unbundled Network Element Bills - General.............. 3
5. Electronic Transmissions of Unbundled Network Element Bills........ 4
6. Testing Requirements............................................... 4
7. Local Number Portability........................................... 4
<PAGE>
Attachment 6
Appendix B
Page 1
APPENDIX B
----------
UNBUNDLED NETWORK ELEMENT BILLING AND RECORDING
-----------------------------------------------
1. GENERAL
-------
This Section contains the provisions applicable to the billing and
recording of all charges AT&T incurs for purchasing Unbundled Network
Elements and/or Combinations of Unbundled Network Elements.
2. BILLABLE INFORMATION AND CHARGES
--------------------------------
2.1 GTE will bill and record in accordance with this Agreement those
Combinations charges AT&T incurs as a result of AT&T purchasing from GTE
Unbundled Network Elements and/or Combinations of Unbundled Network
Elements as set forth in this Agreement (hereinafter "Unbundled Network
Element Charges"). Each such Element, or Combination thereof purchased by
AT&T shall be assigned a separate and unique billing code in the form
agreed to by the Parties and such code shall be provided to AT&T on each
Unbundled Network Element Bill in which charges for such Elements, or
Combinations appear. Each such billing code shall enable AT&T to identify
the Element(s), or Combinations, Objects and Options as described in
Attachment 4 to this Agreement ordered or utilized by AT&T in which
Unbundled Network Element Charges apply pursuant to this Agreement. Each
Unbundled Network Element Bill shall set forth the quantity and
description of each such Element, or Combination provided and billed to
AT&T. All Unbundled Network Element Charges billed to AT&T must indicate
the state from which such charges were incurred.
2.2 GTE shall provide AT&T a monthly Unbundled Network Element Bill that
includes all Unbundled Network Element Charges incurred by and credits
and/or adjustments due to AT&T for those Elements, or Combination
thereof, ordered, established, utilized, discontinued or performed
pursuant to this Agreement. Each Unbundled Network Element Bill provided
by GTE to AT&T shall include: (1) all non-usage sensitive charges
incurred for the period beginning with the day after the current bill
date and extending to, and including, the next bill date, (2) any known
unbilled non-usage sensitive charges for prior periods, (3) unbilled
usage sensitive charges for the period beginning with the last bill date
and extending up to, but not including, the current bill date, (4) any
known unbilled usage sensitive charges for prior periods, and (5) any
known unbilled adjustments.
2.3 The Bill Date must be present on each bill transmitted by GTE to AT&T.
Unbundled Network Element Bills shall not be rendered for any Unbundled
Network Element Charges which are incurred under this Agreement on or
<PAGE>
Attachment 6
Appendix B
Page 2
before one (1) year preceding the Bill Date, except for charges resulting
from an audit conducted pursuant to Section 2.1.4 of Attachment 6. In
addition, on each bill where "Jurisdiction" is identified, Local Traffic
charges shall be identified as "Local" and local toll charges shall be
identified as intrastate/intraLATA.
2.4 GTE shall bill AT&T for each Element, or Combination thereof, supplied by
GTE to AT&T pursuant to this Agreement at the rates set forth in this
Agreement. GTE will bill AT&T based on the actual Unbundled Network
Element Charges incurred, provided, however, for those usage based
Unbundled Network Element Charges where actual charge information is not
determinable by GTE because the jurisdiction (i.e., interstate,
interstate/interLATA, intrastate, intrastate/intraLATA, local) of the
traffic is unidentifiable, the Parties will jointly develop a process to
determine the appropriate charges. Measurement of usage-based Unbundled
Network Element Charges shall be in tenths of conversation seconds. The
total conversation seconds per chargeable traffic types will be totalled
for the entire monthly bill cycle and then rounded to the next whole
minute.
2.5 Except as otherwise specified in this Agreement, each Party shall be
responsible for (1) all costs and expenses it incurs in complying with
its obligations under this Agreement and (2) the development,
modification, technical installation and maintenance of any systems or
other infrastructure which it requires to comply with and to continue
complying with its responsibilities and obligations under this Agreement.
2.6 Each Party shall provide the other Party at no additional charge a
contact person or center for the handling of any Unbundled Network
Element Billing questions or problems that may arise during the
implementation and performance of the terms and conditions of this
Attachment.
3. COLLOCATION
-----------
When AT&T collocates with GTE in GTE's facility as described in this
Agreement, capital expenditures (e.g., costs associated-with building the
"cage"), shall be billed separately and shall not be included in the
Unbundled Network Element Bill provided to AT&T pursuant to this
Attachment. All such capital expenses shall be given a unique BAN (as
defined in Section 4.2, below) and invoice number. All invoices for
capital expenses shall be sent to the location specified by AT&T for
payment. All other non-capital recurring collocation expenses shall be
billed to AT&T in accordance with this Agreement. The CABS Billing Output
Specifications ("BOS") documents provide the guidelines on how to bill
the Unbundled Network Element Charges associated with collocation. The
bill label for those collocation charges shall be entitled "Expanded
Interconnection Service." For those
<PAGE>
Attachment 6
Appendix 8
Page 3
nonmechanized Unbundled Network Element bills, the bill label for non-
capital recurring collocation expenses shall be entitled "Collocation."
4. ISSUANCE OF UNBUNDLED NETWORK ELEMENT BILLS - GENERAL
-----------------------------------------------------
4.1 GTE and AT&T shall issue Unbundled Network Element Bills as follows:
4.1.1 Until the availability of CABS in accordance with Section 4.1.2, GTE and
AT&T shall issue Unbundled Network Element Local Service Bills via EDI.
4.1.2 GTE and AT&T will jointly work together such that as soon after July 1,
1998, as possible, GTE and AT&T shall issue all Unbundled Network Element
Local Service Bills in accordance with CABS Version 26.0, or such later
version of CABS that are as published by Bellcore, or its successor, and
the requirements of this Appendix or such other version of CABS which
becomes industry standard.
4.2 GTE and AT&T will establish monthly billing dates ("Bill Date") for each
Billing Account Number ("BAN"), and, when appropriate, as further defined
in the CABS document, which Bill Date shall be the same day month to
month. Each BAN shall remain constant from month to month, unless changed
as agreed to by the Parties. Each Party shall provide the other Party at
least thirty (30) calendar days written notice prior to changing, adding
or deleting a BAN. The Parties will provide one Unbundled Network Element
Billing invoice associated with each BAN. Each invoice must contain an
invoice number (which will vary from month to month). On each bill
associated with a BAN, the appropriate invoice number and the charges
contained on such invoice must be reflected. All Unbundled Network
Element Bills must be received by the other Party no later than ten (10)
calendar days from Bill Date and at least twenty (20) calendar days prior
to the payment due date (as described in this Attachment), whichever is
earlier. Any Unbundled Network Element Bill received on a Saturday,
Sunday or a day designated as a holiday by the Chase Manhattan Bank of
New York (or such other bank as AT&T shall specify) will be deemed
received the next business day. If either Party fails to receive
Unbundled Network Element Billing data and information within the time
period specified above, the payment due date will be extended by the
number of days the Unbundled Network Element Bill is late.
4.3 Each Party will provide the other Party written notice of which Unbundled
Network Element Bills are to be deemed the official bills. If either
Party requests an additional copy(ies) of a bill, such Party shall pay
the other Party a reasonable fee per additional bill copy, unless such
copy was requested due to errors, omissions, or corrections or the
failure of the transmission to comply with the specifications set forth
in this Agreement.
<PAGE>
Attachment 6
Appendix B
Page 4
4.4 To avoid transmission failures or the receipt of Unbundled Network
Element Billing information that cannot be processed, the Parties shall
provide each other with their respective process specifications and edit
requirements. AT&T shall comply with GTE's processing specifications when
AT&T transmits Unbundled Network Element Billing data to GTE. GTE shall
comply with AT&T's processing specifications when GTE transmits Unbundled
Network Element Billing data to AT&T. AT&T and GTE shall provide each
other reasonable notice if a Unbundled Network Element Billing
transmission is received that does not meet such Party's specifications
or that such Party cannot process. Such transmission shall be corrected
and resubmitted to the other Party, at the resubmitting Party's sole
expense, in a form that can be processed. The payment due date for such
resubmitted transmissions will be twenty (20) days from the date that the
transmission is received in a form that can be processed and that meets
the specifications set forth in this Attachment.
5. ELECTRONIC TRANSMISSIONS OF UNBUNDLED NETWORK ELEMENT BILLS
-----------------------------------------------------------
Electronic Transmission of Unbundled Network Elements will be governed by
the same standards and conditions applicable to Local Service Bills, as
set forth in Appendix A to this Attachment 6, Section 4.
6. TESTING REQUIREMENTS
--------------------
GTE shall adhere to the same testing requirements and specifications for
transmitting Unbundled Network Element Bills as applicable to Local
Service Bills, as set forth in Appendix A to this Attachment 6, Section
5.
7. LOCAL NUMBER PORTABILITY
------------------------
7.1 In accordance with the terms and conditions set forth in this Attachment
6, GTE shall record and provide to AT&T agreed upon detail information
associated with a call to an AT&T local exchange customer whose telephone
number has been ported from GTE under INP as further described in the
Local Number Portability Attachment to this Agreement.
7.2 When an IXC terminates an interLATA or IntraLATA toll call to an AT&T
local exchange customer whose telephone number has been ported from GTE,
the Parties agree that AT&T shall receive those IXC access charges
associated with end office switching, local transport, RIC and CCL, AS
appropriate, and such other applicable charges. GTE shall be entitled
only to receive any access tandem fees and associated local transport
charges, and any INP fees (i.e., such as RCF charges) set forth in this
Agreement. When a call for which access charges are not applicable is
terminated to an AT&T local exchange customer whose telephone number has
been ported from GTE the Parties
<PAGE>
Attachment 6
Appendix B
Page 5
agree that the mutual compensation arrangements described in this Agreement
shall apply.
<PAGE>
ATTACHMENT 6, APPENDIX C
------------------------
INTERCONNECTION BILLING AND RECORDING
-------------------------------------
TABLE OF CONTENTS
-----------------
<TABLE>
<S> <C>
APPENDIX C................................................................. 1
INTERCONNECTION BILLING AND RECORDING...................................... 1
1. General................................................................. 1
2. Meet Point Billing...................................................... 1
3. Mutual Compensation..................................................... 2
4. Issuance of Meet Point Billing Data and Mutual Billing Data............. 3
5. Testing Requirements.................................................... 3
</TABLE>
<PAGE>
Attachment 6
Appendix C
Page 1
APPENDIX C
----------
INTERCONNECTION BILLING AND RECORDING
-------------------------------------
1. GENERAL
-------
This Section describes the Meet Point Billing and Mutual Compensation
requirements applicable when AT&T is Interconnected to GTE network
facilities.
2. MEET POINT BILLING
------------------
2.1 AT&T and GTE will establish meet-point billing ("MPB") arrangements in
accordance with the Meet Point Billing guidelines adopted by and
contained in the OBF's MECAB and MECOD documents. Both Parties will
use their best reasonable efforts, individually and collectively, to
maintain provisions in their respective federal and state access
tariffs, and/or provisions within the National Exchange Carrier
Association ("NECA") Tariff No. 4, or any successor tariff to reflect
the MPB arrangements identified in this Agreement, in MECAB and in
MECOD.
2.2 AT&T and GTE will implement the "Multiple Bill/Multiple Tariff" option
in order to bill any interexchange carrier ("IXC") for that portion of
the Unbundled Network Elements provided by AT&T or GTE. For all
traffic carried over the MPB arrangement, AT&T and GTE shall bill each
other all applicable elements at the rates specified in this
Agreement. Charges for those Unbundled Network Elements shall be
billed as set forth in Appendix B of this Attachment.
2.3 GTE and AT&T shall require any new IXC to notify both GTE and AT&T
using the existing ASR process in accordance with MECOD ordering
guidelines.
2.4 GTE and AT&T agree that in an MPB arrangement where one Party provides
local transport and the other Party provides the end office switching,
the Party who provides the end office switching is entitled to bill
any residual interconnection charges ("RIC") and common carrier line
("CCL") charges associated with the traffic. The Parties further agree
that in those MPB situations where one Party sub-tends the other
Party's access tandem, the Party providing the access tandem is only
entitled to bill the access tandem fee and any associated local
transport charges. The Parties also agree that the Party who provides
the end office switching is entitled to bill end office switching
fees, local transport charges, RIC and CCL charges, as appropriate,
and such other applicable charges.
<PAGE>
Attachment 6
Appendix C
Page 2
2.5 GTE and AT&T will record and transmit MPB information in accordance
with the standards and in the format set forth in this Attachment. GTE
and AT&T will coordinate and exchange the billing account reference
("BAR") and billing account cross reference ("BACR") numbers for the
MPB arrangements described in this Attachment. Each Party will notify
the other if the level of billing or other BAR/BACR elements change,
resulting in a new BAR/BACR number.
2.6 If MPB data is not processed and delivered by either GTE or AT&T and
in turn such Party is unable to bill the IXC for the appropriate
charges, the Party who failed to deliver the data will be held liable
for the amount of the unbillable charges.
2.7 If MPB data is not submitted within fifteen (15) days of their
recording or is not in the proper format as set forth in this
Attachment, and if as a result the other Party is delayed in billing
the IXC for the appropriate charges it incurs, the delaying Party
shall pay the other Party a late MPB data delivery charge which will
be the total amount of the delayed charges times the highest interest
rate (in decimal value) which may be levied by law for commercial
transactions, compounded daily for the number of days from the date
the MPB charges should have been received to and including the date
the MPB charge information is actually received.
2.8 Errors in MPB data exchanged by the Parties may be discovered by AT&T,
GTE or the billable IXC. Both AT&T and GTE agree to provide the other
Party with notification of any discovered errors within two (2)
business days of the discovery. The other Party shall correct the
error within eight (8) business days of notification and resubmit the
data. In the event the errors cannot be corrected within the time
period specified above, the erroneous data shall be considered lost.
If MPB data is lost due to incorrectable errors or otherwise, the
Parties shall follow the procedures set forth in the Customer Billing
Data Attachment of this Agreement and compensate the other for the
lost MPB billing data.
2.9 Neither AT&T nor GTE will charge the other for the services rendered,
or for information required for Collocation as set forth in this
Attachment except those MPB charges specifically set forth herein.
Both Parties will provide the other a single point of contact to
handle any MPB questions.
3. MUTUAL COMPENSATION
-------------------
3.l The Parties shall bill each other reciprocal compensation in
accordance with the standards set forth in this Agreement for traffic
terminated to the other Party's customer, where both such customers
bear NPA-NXX designations associated with the same LATA or other
authorized area (e.g., extended area service zones in adjacent LATAs),
including those traffic types that have been
<PAGE>
Attachment 6
Appendix C
Page 3
traditionally referred to as "local calling," as "extended area
service (EAS)," and as "intraLATA toll." Where GTE is the recording
company, such traffic shall be recorded and transmitted to AT&T in
accordance with this Attachment. Further, the traffic exchanged
pursuant to this Attachment shall be measured in billing minutes of
use and shall be in tenths of conversation seconds. The total
conversation seconds per chargeable traffic type will be totaled for
the entire monthly billing cycle and then rounded to the next whole
conversation minute. Reciprocal compensation for the termination of
this traffic shall be charged at rates specified in Part V, Attachment
15 and Attachment 14.
3.2 In lieu of the reciprocal compensation arrangement described above and
where permitted by state law or Commission regulation or order, the
Parties may elect in writing to adopt a bill and keep compensation
arrangement or such other mutually agreed upon compensation
arrangement.
4. ISSUANCE OF MEET POINT BILLING DATA AND MUTUAL BILLING DATA
-----------------------------------------------------------
4.1 GTE and AT&T shall issue the data required to implement Section 2 of
this Appendix (i.e. Meet Point Billing Data) and Section 3 of this
Appendix (i.e. Mutual Compensation) as provided in EMR format via
Connect:Direct as provided in Section 2.5 of this Attachment.
5. TESTING REQUIREMENTS
--------------------
The Parties shall adhere to the same testing requirements and
specifications for transmitting Meet Point Billing data and Mutual
Compensation data as applicable to the recording of Call Information
as set forth in Section 2.5 of this Attachment.
<PAGE>
ATTACHMENT 7
------------
PROVISION OF CUSTOMER USAGE DATA
--------------------------------
TABLE OF CONTENTS
-----------------
PROVISION OF CUSTOMER USAGE DATA.................................... 1
1. Introduction..................................................... 1
2. General Requirements for Recorded Usage Data..................... 1
3. Usage Data Specifications........................................ 1
4. Recorded Usage Data Format....................................... 2
5. Recorded Usage Data Reporting Requirements....................... 2
6. Recording Failures............................................... 4
7. Charges.......................................................... 5
8. Local Account Maintenance........................................ 5
9. Clearinghouse Procedures......................................... 5
APPENDIX I.......................................................... 7
SECTION I: SCOPE.................................................. 8
SECTION II: RECORDED USAGE TO BE TRANSMITTED TO AT&T............... 9
SECTION III: GTE TO AT&T USAGE FEED................................. 10
SECTION IV: AT&T PROCESSING REQUIREMENTS........................... 15
SECTION V: TEST PLANS AND ACTIVITIES.............................. 17
SECTION VI: POST DEPLOYMENT ACTIVITIES............................. 19
SECTION VII: SUBAPPENDICES.......................................... 23
APPENDIX II......................................................... 31
<PAGE>
Attachment 7
Page 1
PROVISION OF CUSTOMER USAGE DATA
--------------------------------
1. INTRODUCTION
------------
1.1 This Attachment sets forth the terms and conditions for GTE's provision of
recorded usage data (as defined in this Attachment) to AT&T. Recorded Usage
Data shall be provided by GTE to AT&T when AT&T purchases Network Elements,
Combinations, or Local Services from GTE.
2. GENERAL REQUIREMENTS FOR RECORDED USAGE DATA
--------------------------------------------
2.1 GTE shall provide AT&T with Recorded Usage Data in accordance with this
Attachment.
2.2 GTE's provision of Recorded Usage Data to AT&T shall be in accordance with
AT&T's Direct Measures of Quality (DMOQs) set forth in Attachment 12.
2.3 GTE shall retain Recorded Usage Data in accordance with applicable law and
regulation.
3. USAGE DATA SPECIFICATIONS
-------------------------
3.1 To the extent that GTE records such information for itself, GTE will record
usage originating from AT&T Customers using the GTE provided Element or
Local Services, which include intraLATA toll and local usage. Recorded
Usage Data includes, but is not limited to, the following categories of
information:
. Call Attempts
. Completed Calls
. Use OF CLASS/LASS/Custom Features
. Calls To Information Providers Reached Via GTE Facilities And
Contracted By GTE
. Calls To Directory Assistance Where GTE Provides Such Service To
An AT&T Customer
. Calls Completed Via GTE Provided Operator Services Where GTE
Provides Such Services To AT&T's Local Service Customer
. For GTE Provided CENTRANET Service, Station Level Detail for calls
outside the CENTRANET group
. Records Shall Include Complete Call Detail And Complete Timing
Information
. Recording Of Completed Calls Which GTE Does Not Record For Its Own
Service Offerings (e.g., Flat Rate Free Calling Area Service)
<PAGE>
Attachment 7
Page 2
In the event GTE does not record the above information for itself, GTE
will record such information subject to AT&T's agreement to pay its
proportionate share of costs associated with such recording.
3.2 GTE shall provide to AT&T Record Usage Data for AT&T Customers only in
unrated format, except for rated incollects and except as provided in
Section 3.3 following. GTE will not submit other carrier local usage
data as part of the AT&T Recorded Usage Data.
3.3 Calls to information providers referenced in Section 3.1 preceding
shall be provided to AT&T in rated format for billing to the customer.
3.3.1 The parties also agree to establish settlement procedures to permit
AT&T to recourse to GTE amounts AT&T Customers refuse to pay for these
rated information provider charges forwarded by GTE to AT&T for
billing.
3.4 End user customer usage records and station level detail records shall
be in packs in accordance with EMR standards.
4. RECORDED USAGE DATA FORMAT
--------------------------
4.1 GTE will provide Recorded Usage Data in the EMR format and by
category, group and record type, as specified in the AT&T Customer
Usage Data Transfer Requirements, March 1996 ("Data Requirements")
which is attached hereto and incorporated herein as Appendix 11.
4.2 GTE shall include the Working Telephone Number (WTN) of the call
originator on each EMR call record.
4.3 End user customer usage records and station level detail records shall
be in packs in accordance with EMR standards.
5. RECORDED USAGE DATA REPORTING REQUIREMENTS
------------------------------------------
5.1 GTE shall segregate and organize the Recorded Usage Data in accordance
with AT&T's instructions.
5.2 GTE shall provide segregated Recorded Usage Data to multiple AT&T
biller locations as designed by AT&T.
5.3 GTE shall transmit Data Requirements formatted Recorded Usage Data to
AT&T via CONNECT: Direct as designated by AT&T. In the event that
usage transfer cannot be accommodated by CONNECT: Direct because of
extended (one business day or more) facility outages, or if facilities
do not exist, GTE will contract for a courier service to transport the
data tapes. Data
<PAGE>
Attachment 7
Page 3
transported to AT&T on tape or cartridge via a courier will have the
physical characteristics indicated in SUBAPPENDIX A. AT&T's intent is
for variable block format (2476 bytes) with a LRLECL of 2472. The charge
for said service shall be as set forth in Attachment 14.
5.3.1 GTE will provide AT&T with contacts for sending/receiving usage files.
AT&T will provide GTE with contacts responsible for receiving usage
transmitted by GTE and usages tapes from a courier service in the event
of a facility outage.
5.4 AT&T will test and certify the CONNECT:Direct interface to ensure the
accurate receipt of Recorded Usage Data. GTE shall make any changes
necessary to pass the AT&T CONNECT:Direct certification process.
5.5 GTE shall provide Recorded Usage Data to AT&T within the time frames
specified in Attachment 12.
5.6 GTE will establish a single point of contact to respond to AT&T call
usage, data error, and record transmission inquiries.
5.7 The Recorded Usage Data EMR format, content, and transmission process
will be tested as specified by AT&T
5.8 When requested by AT&T for security purposes, GTE shall provide AT&T
with Recorded Usage Data promptly. If not available in EMR format, the
Recorded Usage Data may be provided in AMA format.
5.9 USAGE SUMMARY
Messages will be transmitted, via a direct feed, to AT&T in standard EMR
format. The following is a list of EMR records that AT&T can expect to
receive from GTE:
Header Record 20-20-01
Trailer Record 20-20-02
Detail Records 01-01-01, 06, 07, 08, 09, 16, 18, 31, 32, 33, 35, 37,
80, 81, 82, 83, 10-01-01, 06, 07, 08, 09, 16, 18, 31,
32, 35, 37, 80, 81, 82, 83
Credit Records 03-01-XX
Rated Credits 41-01-XX
Cancel Records 51-01-XX
<PAGE>
Attachment 7
Page 4
Correction Records 71-01-XX
*Category 01 is utilized for Rated Messages; Category 10 is utilized
for Unrated Messages
In addition, GTE should provide a 42-50-01 Miscellaneous Charge record
to support the Special Features Star Services (see Appendix II,
Subappendix E for specific details) if these features are part of
GTE's resale product.
For detailed information regarding EMR, refer to the current version
of the BellCore Practice BR010-200-010 document.
5.10 AT&T and GTE will track pack number to control input based upon
invoice sequencing criteria. GTE will be notified of sequence failures
identified by AT&T and resend procedures are to be invoked.
5.11 AT&T upon receipt of cancel/connection records, will perform their
current matching functionality to identify the original message to be
connected/canceled. Processing will be dependent upon individual
negotiations.
6. RECORDING FAILURES
------------------
6.1 Loss of Recorded Usage Data - AT&T Recorded Usage Data determined to
have been lost, damaged or destroyed as a result of an error or
omission by GTE in its performance of the recording function shall,
upon AT&T's request, be recovered by GTE at no charge to AT&T. In the
event the data cannot be recovered by GTE, GTE shall estimate the
messages and associated revenue, with assistance from AT&T, based upon
the method described below. This method will be applied on a
consistent basis, subject to modifications agreed to by GTE and AT&T.
This estimate will be used to adjust amounts AT&T owes GTE for
services GTE provides in conjunction with the provision of Recorded
Usage Data.
6.1.1 Partial Loss - GTE shall review its daily controls to determine if
data has been lost. When there has been a partial loss, actual message
and minute volumes shall be reported, if possible. Where actual data
are not available, a full day shall be estimated for the recording
entity, as outlined in Section 6.1.3 following. The amount of the
partial loss is then determined by subtracting the data actually
recorded for such day from the estimated total for such day.
6.1.2 Complete Loss - Estimated message and minute volumes for each loss
consisting of an entire AMA tape or entire data volume due to its loss
prior to or during processing, lost after receipt, degaussed before
processing, receipt of a blank or unreadable tape, or lost for other
causes, shall be reported.
<PAGE>
Attachment 7
Page 5
6.1.3 Estimated Volumes - From message and minute volume reports for the
entity experiencing the loss, GTE shall secure message/minute counts
for the four (4) corresponding days of the weeks preceding that in
which the loss occurred and compute an average of these volumes. GTE
shall apply the appropriate average revenue per message ("arpm")
provided by AT&T to the estimated message volume to arrive at the
estimated lost revenue. Within forty-five (45) business days of the
Effective Date of this Agreement, the Parties will mutually agree on a
minimum threshold for application of this Section 6.1.3 Section 6.1.3
will be modified as set forth below.
6.1.3.1 If the day is not a holiday but one (1) (or more) of the preceding
corresponding days is a holiday, use additional preceding weeks in
order to procure volumes for two (2) non-holidays in the previous two
(2) weeks that correspond to the day of the week that is the day of
the loss.
6.1.3.2 If the loss occurs on a weekday that is a holiday (except Christmas),
GTE shall use volumes from the two (2) preceding Sundays.
6.1.3.3 If the loss occurs on Mother's Day or Christmas, GTE shall use volumes
from that day in the preceding year (if available).
6.2 AT&T may also request data be provided that has previously been
successfully provided by GTE to AT&T. GTE shall provide such data to
the extent available subject to AT&T's agreement to pay relevant
charges on a case-by-case basis.
7. CHARGES
-------
GTE shall bill and AT&T shall pay the charges set forth in Part V and
Attachment 14 for Recorded Usage Data. Billing and payment shall be in
accordance with the applicable terms and conditions set forth in this
Agreement.
8. LOCAL ACCOUNT MAINTENANCE
-------------------------
8.1 When AT&T purchase Local Service from GTE, and, as appropriate, when
AT&T purchases certain Unbundled Network Elements, GTE shall provide
AT&T with Local Account Maintenance as described in Appendix III of
this Attachment. These procedures are in addition to Service Order
procedures set forth in Part I and Attachment 4 to this Agreement.
9. CLEARINGHOUSE PROCEDURES
------------------------
9.1 The Parties acknowledge that calls will be placed using the service of
one Party that will be billable to customers of the other Party. In
order to ensure
<PAGE>
Attachment 7
Page 6
that these calls are properly accounted for and billed to the
appropriate customer, the Parties agree to work together and, when
required, with other carriers, to establish clearinghouse procedures
to accomplish these objectives. It is the intention of the Parties
that these negotiations will be completed within six (6) months of the
Effective Date of this Agreement. These procedures will establish the
following:
9.1.1 AT&T shall have access to the Bellcore CMDS process for transmitting,
receiving, and settling calling card, in-collect, and out-collect
inter-region messages.
9.1.2 AT&T shall have access to the Bellcore company regional process for
receiving and settling calling card, in-collect, and out-collect
intra-region messages.
9.1.3 In the event a clearinghouse procedure is not in place upon the
Effective Date of this Agreement, GTE will implement an interim
arrangement with AT&T.
<PAGE>
Appendix I
Page 7
APPENDIX I
TO
ATTACHMENT 7
CUSTOMER USAGE DATA
TRANSFER REQUIREMENTS
<PAGE>
Appendix I
Page 8
SECTION I: SCOPE
---------- -----
1. GENERAL
-------
This Appendix addresses the transmission by GTE of AT&T Customer usage to
AT&T.
1.1 USAGE SUMMARY
Messages will be transmitted, via a direct feed, to AT&T in standard EMR
format. The following is a list of EMR records that AT&T can expect to
receive from GTE:
Header Record 20-20-01
Trailer Record 20-20-02
Detail Records* 01-01-01, 06, 07, 08, 09, 16, 18, 31, 32, 33, 35, 37,
80, 81 82, 83
10-01-01, 06, 07, 08, 09, 16, 18, 31, 32, 35, 37, 80,
81, 82, 83
Credit Records 03-01-XX
Rated Credits 41-01-XX
Cancel Records 51-01-XX
Correction Records 71-01-XX
*Category 01 is utilized for Rated Messages; Category 10 is utilized for
Unrated Messages
In addition, GTE shall provide a 42-50-01 Miscellaneous Charge record to
support the Special Features Star Services (see Subappendix E for specific
details) if these features are part of GTE's offerings.
For detailed information regarding EMR, refer to the current version of the
BellCore Practice BR010-200-010 Appendix.
2. APPENDIX CONTENT
----------------
This Appendix describes baseline requirements for the transfer of GTE
recorded, unrated usage to AT&T. Testing requirements and the reports
needed to ensure data integrity are also included. Additional requirements
and implementation details may be identified for conditions unique to GTE.
Modifications and/or exceptions to this Appendix must be negotiated and
mutually agreed upon by GTE and AT&T.
<PAGE>
Appendix I
Page 9
SECTION II: RECORDED USAGE TO BE TRANSMITTED TO AT&T
----------- -----------------------------------------
1. GENERAL
-------
This section addresses the types of usage to be transmitted by GTE to
AT&T.
1.1 Usage To Be Transferred To AT&T
1.1.1 AT&T Usage To Be Transferred
The following messages recorded by GTE are to be transmitted to AT&T.
GTE recorded usage includes all usage by AT&T Customers.
NOTE: Rated incollect messages should be transmitted via the direct
feed and can be intermingled with the unrated messages. No special
packing is needed.
At the discretion of AT&T, any of the mentioned messages that cannot
be rated and/or billed AT&T may be returned to GTE via a direct
returns fees. Returned messages will be sent to GTE in EMR format.
Standard EMR return codes will be utilized.
File transfer specifications are included within Section 3.
1.2 AT&T Usage
The Recorded Usage Data in a resale environment includes all intraLATA
toll and local usage. GTE will provide AT&T with unrated EMR records
associated with all intraLATA toll and local usage which they record
on AT&T's behalf. Any Category, Group and/or Record types approved in
the future for GTE will be included if they fall within definition of
local service resale. AT&T shall be given notification of
implementation of a new type within the negotiated timeframes.
NOTE: GTE messages will be packed using the packing criteria outlined
in Section 3.4.8. It is important to note that all GTE messages will
be packed together (intermingled) based on the appropriate AT&T Send
To/Bill To RAO combination. Specific categories, groups, and record
types will not be packed separately.
<PAGE>
Appendix I
Page 10
SECTION III: GTE TO AT&T USAGE FEED
------------ ----------------------
1. GENERAL
-------
This section contains the information required to GTE to transmit the
usage defined in Section II to AT&T. This section specifically
addresses the dataset requirements and processing.
1.1 Detailed EMR Record Edits
AT&T will perform detailed record edits on the unrated and rated
messages upon receipt form GTE. Messages that fail these edits may be
returned to GTE.
1.2 Duplicate Record Checks
AT&T will perform record checks on the unrated and rated messages to
validate the duplicate messages are not sent by GTE to AT&T.
1.3 GTE to AT&T Usage Feed
1.3.1 Usage Data Transport Requirements
GTE will provide the transport facility between GTE location and the
AT&T location. It is AT&T's intent that usage data be transmitted via
CONNECT:Direct whenever possible. In the event usage transfer cannot
be accommodated by CONNECT:Direct because of extended (one(1) business
day or longer) facility outages, or if facilities do not exist, GTE
will contract for a courier service to transport the data via tape.
GTE will provide AT&T with contacts, Remote Identifiers (IDs), and
expected usage data volumes for each sending location.
AT&T will provide contacts responsible for:
Receiving usage transmitted by GTE.
Receiving usage tapes from a courier service in the event of a
facility outage.
1.3.2 Physical Characteristics
Data transported to AT&T on tape or cartridge via a courier will have
the physical characteristics indicated in Subappendix A. At&T's intent
is for variable block format (2,476 bytes) with a LRECL of 2472.
1.3.3 Data Delivery Schedules
Data will be delivered to AT&T by GTE daily (Monday through Friday)
unless
<PAGE>
Appendix I
Page 11
otherwise negotiated. AT&T and/or GTE Data Center holidays are
excluded. GTE and AT&T will exchange schedules of designated Data
Center holidays.
1.3.4 Resending Data
AT&T will notify GTE of resend requirements if a pack or entire
dataset must be replaced due to pack rejection, damage in transit,
dataset name failure, etc.
1.3.5 Pack Rejection
Critical edit failure on the Pack Header or Pack Trailer records will
result in pack rejection (e.g., detail record count not equal to grand
total included in the pack trailer). Notification of pack rejection
will be made by AT&T within one (1) business day of processing.
Rejected packs will be corrected by GTE and retransmitted to AT&T by
GTE.
1.3.6 Held Packs And Messages
AT&T and GTE will track pack number to control input based upon
invoice sequencing criteria. GTE will be notified of sequence failures
identified by AT&T and resend procedures are to be invoked.
1.3.7 Data Content Requirements
EMR is the format to be used for usage data provided to AT&T.
1.3.8 RAO Packing Requirements
A pack shall contain a minimum of one message record or a maximum of
9,999 message records plus a pack header record and a pack trailer
record. A file transmission contains a maximum of 99 packs. A dataset
shall contain a minimum of one pack. GTE will provide AT&T one dataset
per sending location, with the agreed upon RAO/OCN populated in the
Header and Trailer records.
Within the Header and Trailer records, the FROM RAO identifies the
location that will be sending usage to AT&T. GTE will populate the
FROM RAO field with the unique numeric value indentifying the location
that is sending the data to AT&T. GTE will populate the Send To/Bill
To RAO fields with the appropriate AT&T RAO values. Also, Pack Header
and Trailer will have the OCN appropriately populated.
The FROM RAO, OCN, and Remote Identifiers will be used by AT&T to
control invoice sequencing and each will have its own invoice
controls. The FROM RAO will also be used to determine where the
message returns file,
<PAGE>
Appendix I
Page 12
containing any misdirected and unguidable usage, will be sent.
The file's Record Format (RECFM) will be Variable Block (VB) Size
2,476 and the Logical Record Length (LRECL) will be 2,472 bytes.
Compaction requirements can be found in Subappendix B hereto.
AT&T has no special sort requirements for the packs sent by GTE.
1.3.9 Dataset Naming Convention
GTE will transmit the usage to AT&T using the following dataset naming
conventions. The dataset name (DSN) will be partitioned into five
nodes, separated by periods as follows:
NODE 1BB03PXNN*
NODE 2. IBMUP
NODE 3 (To be determined during negotiations)
NODE 4. USAGE
NODE 5. GNNNW00* (Generational Dataset to be incremented by sender).
* The italicized "N" represents numeric fields determined during
negotiations.
1.3.10 Control Reports
AT&T accepts input data provided by GTE in EMR format in accordance
with the requirements and specifications detailed in this section of
the Attachment. In order to ensure the overall integrity of the usage
being transmitted from GTE TO AT&T, data transfer control reports will
be required. These reports shall be provided by AT&T to GTE on a daily
or otherwise negotiated basis and reflect the results of the
processing for each pack transmitted by GTE.
1.3.11 Message Validation Reports
AT&T will provide the following three (3) daily (or otherwise
negotiated) Message Validation reports to the designated GTE System
Control Coordinator. These reports will be provided for all data
received within GTE Local Resale Feed and will be transmitted Monday
through Friday whether or not there have been any files transmitted.
1.3.11.1 Message Validation Pack Reject Report (A7287)
This report provides information on packs rejected by AT&T. It lists
the header and trailer record of each rejected pack and indicates the
error codes and the associated error message which explains why the
pack was rejected.
<PAGE>
Appendix I
Page 13
An example of the report and a list of Valid Error Codes and
associated error messages are provided in Subappendix B hereto.
1.3.11.2 Message Validation Pack Accepted Report (A7288)
This report provides vital statistics and control totals by Record ID,
Type of Service, Message Counts and Record Counts, for all valid,
rejected and dropped messages. The information is provided in the
following report formats and control levels:
1. RLEC Total Messages
2. RLEC Total Records
3. RAO Total Messages
4. RAO Total Records
5. Pack Total (Record Counts and Message Counts)
The first four report formats include percentages that indicate the
relationship of the daily input volume by Record ID and Type of Record
to the total input volume provided by an RAO and GTE.
An example of the report is provided in Subappendix C hereto.
1.3.11.3 Message Validation EMR Detail Error Report (A7289)
An EMR detailed error report is generated for each pack/invoice that
is received and processed by AT&T. The report lists, in vertical
format, the complete 175 byte EMR record that has failed to pass the
initial edit criteria. It prints this detailed information only for
the first five EMR records that share a common error condition. The
error condition is flagged on the report by one of two possible error
codes preceding the field value. The error codes are:
(C) DENOTES CRITICAL ERRORS
(I) DENOTES INFORMATION ERRORS
The last two pages of the report for a given pack/invoice provide the
following control totals:
Total Errors for each Field
Total Records Received
Total Records Dropped
Total Records Rejected to MIU
Pack Reject Rate
<PAGE>
Appendix I
Page 14
Total Default Count (represents the number of Files on all of the
input records that had to be programmatically altered to meet the EMR
standards and specifications.)
If the entire pack/invoice has been rejected because of a Critical
Error Rate greater than 0.5%, the last page of the report will display
such a statement enclosed in asterisks.
An example of the report is provided in Subappendix D hereto.
1.3.11.4 Control Reports - Distribution
Since GTE is not receiving control reports, dataset names will be
established during detailed negotiations.
<PAGE>
Appendix I
Page 15
SECTION IV: AT&T PROCESSING REQUIREMENTS
---------- ----------------------------
1. GENERAL
-------
This section contains requirements for AT&T processing of Recorded
Usage Data that has been transmitted to AT&T for billing.
1.1 AT&T Rating Process
1.1.1 Message Rating
AT&T will rate any individual messages (as defined in Section II),
that have not already been rated by GTE (information provider messages
will be rated by GTE), prior to transmitting the usage to a billing
environment within AT&T.
1.1.2 Application Of Taxes/Fees/Surcharges
AT&T will apply taxes, fees and surcharges as appropriate for the
individual messages and/or customer accounts. The application of all
taxes, fees and surcharges will be applied on all intraLATA local and
toll usage received from GTE.
1.1.3 Duplicate Messages
AT&T has existing duplicate checks as part of their message
processing or billing functions. AT&T will perform these checks on the
rated/unrated messages sent pursuant to GTE duplicate message
disposition procedures and reports will be identified by AT&T during
negotiations.
1.1.4 Record Edits
1.1.4.1 AT&T Record Edits
AT&T will perform detailed record edits on the rated and unrated
messages, prior to transmitting them to the billing environment. Rated
and unrated records that do not pass AT&T edits will be returned to
GTE.
1.1.4.2 GTE Record Edits
If GTE has existing detailed record edits for rated and unrated
messages, GTE is to perform these edits.
Rated and unrated records that do not pass AT&T edits will be returned
to GTE. GTE will attempt to perform error correction on all records
requiring such action as agreed upon through the detailed negotiations
process.
<PAGE>
Appendix I
Page 16
1.1.5 AT&T To GTE Message Returns
At the discretion of AT&T, customer usage data sent to AT&T by GTE
that cannot be guided to an AT&T billed account or that cannot be
processed will be returned to GTE with the appropriate industry
standard return codes.
1.1.6 Cancel/Correction Records
AT&T, upon receipt of cancel/correction records, will perform their
current matching functionality to identify the original message to be
canceled/corrected. (Processing will be dependent upon individual
negotiations.)
<PAGE>
Appendix 1
Page 17
SECTION V: TEST PLANS AND ACTIVITIES
---------- -------------------------
1. GENERAL
-------
This section defines GTE and AT&T activities which are required prior to
implementation. The tests and activities described are necessary to ensure
a smooth, accurate and well-programmed conversion. Specific test dates will
be identified through the negotiations process.
1.1 INTERFACE TESTING
The Parties agree to usage interface testing between GTE and AT&T. The
purpose of this test is to ensure that the usage described in Section II
preceding can be sent by either Party and can be accepted and processed by
the other Party. GTE will provide a test file to AT&T's designated Regional
Processing Center (RPC) in the format that will be used for live day-to-day
processing. The file will contain one (1) full day's production usage. The
format of the file will conform to the requirements shown in Section III.
AT&T will review the file and verify that it conforms to its data center
requirements. AT&T will notify GTE in writing whether the format is
acceptable, AT&T will also provide GTE with the agreed-upon control reports
as part of this test.
AT&T will provide a test file to GTE's designated Regional Processing
Center (RPC) in the format that will be used for live day-to-day
processing. The file will contain one (1) full day's production usage. The
format of the file will conform to the requirements shown in Section III.
GTE will review the file and verify that it conforms to its data center
requirements. GTE will notify AT&T in writing whether the format is
acceptable. GTE will also provide AT&T with the agreed-upon control reports
as part of this test.
1.2 OPERATIONAL TEST
The purpose of this test is to ensure that volumes of usage in consecutive
sequence can be extracted, distributed, and processed by GTE and AT&T.
GTE is required to provide AT&T with GTE recorded, unrated usage (as
defined in Section 2) for a minimum of five (5) consecutive days. AT&T will
provide GTE with the message validation reports associated with test usage.
AT&T will rate and process the unrated intraLATA toll and local usage.
AT&T will process this data to test bills. AT&T may request that the test
usage contain specific usage volumes and characteristics to ensure a
complete test. Specific usage volumes and characteristics will be discussed
during detailed negotiations.
<PAGE>
Appendix I
Page 18
1.3 Test File
Test data should be transported via CONNECT:Direct whenever possible.
In the event that courier service must be used to transport test
media, the physical tape characteristics to be used are described in
Subappendix A hereto.
<PAGE>
Appendix I
Page 19
SECTION VI: POST DEPLOYMENT ACTIVITIES
----------- --------------------------
1. GENERAL
-------
Requirements for ongoing maintenance of the usage feeds between AT&T and
GTE are described on this section. Included are minimal requirements for
day to day control of the regularly scheduled transfer of GTE unrated and
rated usage data and procedures for introducing and verifying AT&T/GTE
System Changes.
1.1 Control Maintenance And Review
1.1.1 Periodic Review
Control procedures for all usage transferred between GTE and AT&T will
require periodic review. This review may be included as part of an annual
audit of GTE by AT&T or as part of the normal production interface
management function. Breakdowns which impact the flow of usage between
GTE and AT&T must be identified and jointly resolved as they occur. The
resolution may include changes to control procedures, as similar problems
would be avoided in the future. Any changes to control procedures would
need to be mutually agreed upon by AT&T and GTE.
1.1.2 Retention of Records
Data back-up will be retained for forty-five (45) days. GTE shall
maintain a machine readable back-up copy of the message detail provided
to AT&T for a minimum of forty-five (45) calendar days. AT&T will
maintain the message detail received from GTE for a minimum period of
forty-five (45) calendar days. Designated AT&T personnel will provide
these records to GTE or its authorized agents upon written request. GTE
will also provide any data back to AT&T upon their written request.
1.2 GTE Software Changes
When GTE plans to introduce any software changes which impact the format
or content structure of the usage data feed to AT&T, designated GTE
personnel will notify AT&T no less than one hundred twenty (120) calendar
days before such changes are implemented.
GTE will communicate the projected changes to the appropriate groups in
AT&T so that potential impacts on AT&T processing can be determined.
<PAGE>
Appendix I
Page 20
AT&T personnel will review the impact of the change on the entire
control structure as described in Section 1.5, Post Conversion Test
Plan, herein. AT&T will negotiate any perceived problems with GTE and
will arrange to have the data tested utilizing the modified software.
If it is necessary for GTE to request changes in the schedule, content
or format of usage data transmitted to AT&T, GTE will notify AT&T.
1.3 AT&T Requested Changes
If it is necessary for AT&T to request changes in the schedule,
content, or format of the usage data transmitted from GTE, AT&T will
notify GTE.
When the negotiated changes are to be implemented, AT&T and/or GTE
will arrange for testing of the modified data as described in Section
1.5, Post Conversion Test Plan.
1.4 AT&T Software Changes
When AT&T plans to introduce any software changes which may impact the
format or content structure of the usage data transmitted from GTE,
AT&T will notify the designated GTE personnel, no less than one
hundred twenty (120) calendar days before such changes are
implemented.
The AT&T contact will communicate the project changes to the
appropriate groups in GTE so that potential impacts on GTE processing
can be determined.
AT&T will negotiate any perceived problems with GTE and will arrange
to have the data tested utilizing the modified software.
Altering the one hundred twenty (120) day window for introducing
software changes can be negotiated by both companies, dependent upon
the scope and impact of the change.
<PAGE>
Appendix I
Page 21
1.5 Post-Conversion Test Plan
The test plan described below is designed to encompass all types
of changes to the usage data transferred by GTE to AT&T and the
methods of transmission for that data.
1.5.1 GTE System Change Description
For a GTE system change, GTE shall provide AT&T with an overall
description of the change, stating the objective and a brief
explanation of the reasons for the change.
During the initial negotiations regarding the change, GTE shall
provide a list of the specific records and/or systems impacted by
the change to designated AT&T personnel.
Finally, GTE shall also provide AT&T a detailed description of
the changes to be implemented. It shall include sufficient detail
for designated AT&T personnel to analyze and estimate the effects
of the changes and to design tests to verify the accuracy of the
implementation.
1.5.2 Change Negotiations
GTE and AT&T will provide mutual written change notifications.
AT&T shall be notified in writing of all proposed change
negotiations initiated by GTE. In turn, AT&T will notify GTE of
proposed change negotiations initiated by AT&T.
After formal notification of planned changes, whether originated
by GTE or AT&T, designated AT&T personnel will schedule
negotiation meetings as required with designated GTE personnel.
The first meeting should produce the overall change description
(if not previously furnished) and the list of records and/or
systems affected.
In subsequent meetings, GTE shall provide the detailed
description of changes to be implemented. After reviewing the
described changes, designated AT&T personnel will negotiate a
detailed test procedure with GTE.
1.5.3 Control Change Analysis
Based on the detailed description of the changes provided by GTE,
and the review of the projected changes by AT&T, designated AT&T
personnel will:
1.5.3.1 Determine the impact of the changes on the overall structure.
1.5.3.2 Determine whether any single change has a potential control
impact (i.e., high error rate on individual records that might
result in pack rejection).
<PAGE>
Appendix I
Page 22
1.5.3.3 Determine whether any controls might be adversely affected.
1.5.3.4 Arrange for appropriate control structure changes to meet any of
the above conditions.
1.5.4 Verification Of Changes
Based on the detailed description of changes furnished by GTE,
designated AT&T personnel will:
1.5.4.1 Determine the type of change(s) to be implemented.
1.5.4.2 Develop a comprehensive test plan.
1.5.4.3 Negotiate scheduling and transfer of modified data with GTE.
1.5.4.4 Negotiate testing of modified data with the appropriate AT&T RPC.
1.5.4.5 Negotiate processing of verified data through the AT&T billing
system with the RPC.
1.5.4.6 Arrange for review and verification of testing with appropriate
AT&T groups.
1.5.4.7 Arrange for review of modified controls, if applicable.
1.5.5 Introduction of Changes
When all the testing requirements have been met and the results
reviewed and accepted, designated AT&T personnel will:
1.5.5.1 Negotiate an implementation schedule.
1.5.5.2 Verify the existence of a contingency plan with the appropriate
AT&T personnel.
1.5.5.3 Arrange for the follow-up review of changes with appropriate AT&T
personnel.
1.5.5.4 Arrange for appropriate changes in control program, if
applicable.
1.5.5.5 Arrange for long-term functional review of impact of changes on
the AT&T billing system, i.e., accuracy, timeliness, and
completeness.
<PAGE>
Appendix I
Page 23
SECTION VII: SUBAPPENDICES
------------ -------------
SUMMARY OF SUBAPPENDICES
Subappendix A
- -------------
Physical Characteristics Of Data Tapes/
Cartridges
Subappendix B
- -------------
Message Validation Pack Reject Report (A7287)
Subappendix C
- -------------
Message Validation Pack Accepted Report (A7288)
Subappendix D
- -------------
Message Validation EMR Detail Error Report (A7289)
Subappendix E
- -------------
Special Features Star Services
<PAGE>
Appendix I-A
Page 1
SUBAPPENDIX A
PHYSICAL CHARACTERISTICS OF DATA TAPES/CARTRIDGES
Data transported to AT&T by GTE, or to GTE by AT&T, on tape or cartridge via a
courier will have the following physical characteristics:
Tape: 9-track, 6250 (or 1600) BPI (Bytes per inch)
Cartridge: 38,000 BPI (Bytes per inch)
LRECL: 2,472 Bytes
Parity: Odd
Character Set: Extended Binary Coded Decimal Interchange Code
(EBCDIC)
External labels: Exchange Carrier Name, Dataset Name (DSN) and
volume serial number
Internal labels: IBM Industry OS labels will be used. They consist
of a single volume label and two sets of header
and trailer labels.
One file per sending 104 bytes EMR compacted format plus location
with variable modules as applicable.
length records
<PAGE>
Appendix I-B
Page 1
SUBAPPENDIX B
MESSAGE VALIDATION PACK REJECT REPORT (A7287) MM/DD/YY HH:MM:SS
RETEN CODE: 01R-00300
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C> <C>
COMPANY XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX REMOTE ID 9999X FROM BSID 999
HEADER RECORD ID DATE CREATED INVOICE NUMBER BELL CO ID BELL RAO IX CARRIER IND CO ID
999999 99-99-99 99 99 999 999 9999
TOTAL REC.
TRAILER RECORD ID DATE CREATED INVOICE NUMBER BELL CO ID BELL RAO IX CARRIER IND CO ID
COUNT
999999 99-99-99 99 99 999 999 9999
ERRORS ERROR CODE ERROR MESSAGE
EC99.9
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
</TABLE>
<PAGE>
Appendix I-?
Page 2
SUBAPPENDIX B (CONT'D)
MESSAGE VALIDATION PACK REJECT REPORT (A7287)
ERROR CODE ERROR MESSAGES
- --------------------------------------------------------------------------------
EC01.2 First record after trailer is not a Pack Header.
- --------------------------------------------------------------------------------
EC03.2 From RAO is not numeric.
- --------------------------------------------------------------------------------
EC04.3 Invoice number on header invalid.
- --------------------------------------------------------------------------------
EC04.5 Company ID not numeric.
- --------------------------------------------------------------------------------
EC04.6 Independent company ID is not numeric.
- --------------------------------------------------------------------------------
EC04.7 Header Record ID is invalid.
- --------------------------------------------------------------------------------
EC04.8 Trailer Record ID is invalid.
- --------------------------------------------------------------------------------
EC04.9 Trailer Record count invalid.
- --------------------------------------------------------------------------------
EC05.0 Duplicate pack.
- --------------------------------------------------------------------------------
EC05.1 Old Pack.
- --------------------------------------------------------------------------------
EC05.2 RAO not found on table.
- --------------------------------------------------------------------------------
EC07.3 Error rate greater than invoice file threshold for RAO
invoice number.
- --------------------------------------------------------------------------------
EC12.0 Remote ID in Dataset is not valid.
- --------------------------------------------------------------------------------
EC20.0 No detail records in pack.
- --------------------------------------------------------------------------------
EC13.0 Invalid status on Pack Header.
- --------------------------------------------------------------------------------
EC27.0 Pack exceeds limit of 9,999 detail records.
- --------------------------------------------------------------------------------
EC40.9 Pack Header record is missing.
- --------------------------------------------------------------------------------
EC41.0 Trailer record is missing.
- --------------------------------------------------------------------------------
EC42.0 Trailer message volume is not equal to accumulated message
volume.
- --------------------------------------------------------------------------------
EC44.0 Header/Trailer date is invalid.
- --------------------------------------------------------------------------------
EC45.0 From RAO on Trailer Record is not equal to the from RAO on
Header Record.
- --------------------------------------------------------------------------------
EC46.0 Invoice number on Trailer Record is not equal to the invoice
number on the Header Record.
- --------------------------------------------------------------------------------
<PAGE>
Appendix-C
Page 1
SUBAPPENDIX C - MESSAGE VALIDATION PACK ACCEPTED REPORT (A7288)
MM/DD/YY-----HH:MM:SS
RETEN CODE: 01R-00300
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMPANY XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX FORM RAO INVOICE NO. DATE CREATED
TOTAL RECORDS RECEIVED
- -------------------------------------------------------------999---------99------------MM/DD/YY--------------------------
- --ZZ.ZZ9
-------------RECORD
COUNTS-----------------------------------MESSAGE COUNTS-------------------------------------------------
RECORD ID TYPE OF RECORDVALID--------REJECTED------DROPPED--------TOTAL-------VALID------REJECTED-----
- -DROPPED---TOTAL
010102 OUTWATS (NON-SMDR) ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
010103 OUTWATS (SMDR) ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
010104 800 SERVICE ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
TOTAL WATS/800
010101 MTS ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
010106 NON-DIAL CONFER BRIDGE ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
010107 NON-DIAL CONFER LEG RECORD ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
010108 DIAL CONFERENCE BRIDGE ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
010111 ALLIANCE (AGTC) ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
010116 DIAL-IT SERVICE ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
</TABLE>
<PAGE>
Appendix 1-C
Page 2
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
010132 DIRECTORY ASSISTANCE ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
010180 MARINE/AIRCRAFT ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
010181 RADIO LINK ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
010182 MARINE NON-DIAL CONFER BRIDGE ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
010183 MARINE NON-DIAL CONFER LEG REC. ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
0101XX OTHER MTS RECORDS ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
TOTAL NORTH AMERICAN MTS
010201 IOTC/IDDD MTS ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
0102XX IOTC/IDDD OTHERS ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
010301 IOTC BFC MTS ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
0103XX IOTC BFC OTHERS ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
010401 IOC MTS ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
0104XX IOC OTHERS ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
010501 IOC MTS ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
0105XX IOC OTHERS ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
TOTAL OVERSEAS MTS
015002 OUTWATS LINE SUMMARY ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
</TABLE>
<PAGE>
Appendix 1- C
Page 3
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
015004 800 LINE SUMMARY ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
015032 DIR. ASSISTANCE LINE SUMMARY ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
TOTAL OVERSEAS MTS
03XXXX CREDIT REQUESTS ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
51/52 CANCEL REQUESTS ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
71/72 CORRECTION REQUESTS ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZ9
ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
INVALID RECORD IDENTIFICATION ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9
ZZ.ZZZ9
PACK TOTALS ZZ.ZZ9 ZZ.ZZ9ZZ.ZZ9 ZZ.ZZ9 ZZ.ZZZ9 ZZ.ZZZ9 ZZ.ZZZ9
</TABLE>
<PAGE>
Appendix-D
Page 1
SUBAPPENDIX D
PAPER COPY OF A REPORT TO BE INCLUDED WITH DISTRIBUTION
<PAGE>
APPENDIX I - E
Page 1
SUBAPPENDIX E
SPECIAL FEATURES STAR SERVICES
The following are STAR Services supported by these Local Resale requirements
to date. When identified, additional services can be negotiated to be
included in this Resale offer.
<TABLE>
<S> <C>
1) Busy Redial/................................. This feature allows a customer to redial a number
Last Number Redial when a Busy signal is encountered.
2) Call Return/Missed Call Dialing.............. This feature allows a customer to automatically
return the most recent incoming call, even if it
is not answered.
3) Call Trace................................... This feature allows the tracing of nuisance calls.
4) Automatic Redial............................. This feature allows a customer to automatically
redial the last number dialed.
</TABLE>
To provide for the transfer and billing of these features the following
requirements apply:
For all "per use" STAR Features the 'Miscellaneous Charge Line Summary
Non-Detail Charge' 425001 record should be used and be populated as
follows:
<TABLE>
<S> <C> <C>
----------------------------------------------------------------------------------------------------------
CONNECT TIME POSITIONS 55 - 60 MUST BE POPULATED
----------------------------------------------------------------------------------------------------------
MISCELLANEOUS TEXT CODE POSITIONS 168 - 172 1) BUSY REDIAL/LAST NUMBER REDIAL
POPULATE WITH '00001'
----------------------------------------------------------------------------------------------------------
MISCELLANEOUS TEXT CODE POSITIONS 168 - 172 2) CALL RETURN/LAST NUMBER REDIAL
POPULATE WITH '00002'
----------------------------------------------------------------------------------------------------------
MISCELLANEOUS TEXT CODE POSITIONS 168 - 172 3) CALL TRACE
POPULATE WITH '00003'
----------------------------------------------------------------------------------------------------------
MISCELLANEOUS TEXT CODE POSITIONS 168 - 172 4) 3-WAY CALLING
POPULATE WITH '00004'
----------------------------------------------------------------------------------------------------------
MISCELLANEOUS TEXT CODE POSITIONS 168 - 172 5) AUTOMATIC REDIAL
POPULATE WITH '00005'
----------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: For fields not specifically defined, the standard EMR format for a 425001
record should be used.
<PAGE>
Appendix II
Page 31
APPENDIX 11
TO
ATTACHMENT 7
LOCAL
ACCOUNT MAINTENANCE
<PAGE>
Appendix II
Page 32
LOCAL ACCOUNT MAINTENANCE REQUIREMENTS
1. GENERAL
In a Resale environment the goal is to enable AT&T to create an
account maintenance structure congruent to GTE. In the current LEC environment,
the LEC has access to all of the customer account data, network switch activity
and current status, and new and existing customer account data. In order to
obtain the data necessary to satisfy AT&T Local Account Maintenance
requirements, GTE must support three key Local Account Maintenance requirements.
1.1 REQUIREMENT #1 - LSP Change Notification Feed
SITUATION: A Customer initiates a change from AT&T to another LSP by
contacting the New LSP. (LSP Change Notification Feed)
GTE shall issue and provide to AT&T at the end of each business day a
service activation report IN AN ELECTRONIC FORMAT reflecting change
activity occurring on the previous day.
Create an end-of-day LSP Change Notification Feed:
PURPOSE: To convey to AT&T that a customer has left the LSP and moved
to a new LSP. The new LSP could either be another Reseller, GTE or Facilities
based provider.
DATA DELIVERY SCHEDULE: Five days a week, volumes fluctuating with
change activity.
DATA TRANSFER REQUIREMENTS: Batch feed, sent end-of-day, via
Connect/Direct NDM sent within 24 hours of the switch being provisioned.
AT&T DATA CENTER RECEIVING NODE: NDMATTA1
DATASET NAME: TMCD.LOCAL.LSPOUT.(+l) = Generation dataset
<PAGE>
Appendix II
Attachment 7
Page 33
1.1 REQUIREMENT #2 - LSP SERVICE ORDER PIC ONLY CHANGE PROCESS
SITUATION: Customer has AT&T for Local Service and contacts AT&T
---------
requesting a change of PIC only from one LD Carrier to another.
AT&T LOCAL Process: LD PIC Changes will be accepted by AT&T.
------------------
AT&T will enter the PIC Change into the service order system, and will generate
an LD PIC Change Order which will be sent to GTE for provisioning.
SWP REQUIREMENT: Accept a PIC Only Change for an existing AT&T
---------------
customer via the current Service Order feed. Provision the network, and convey
the confirmation of the PIC Only order via the current Work Order Completion
feed.
1.2 REQUIREMENT #3 - IXC PIC CHANGE PROCESS
SITUATION: Customer has AT&T and contacts a New IXC to change PIC to
---------
new LD Carrier.
Upon receipt of an IXC-initiated '01' PIC order on a Resold line:
GTE will reject the '01' order. Create the appropriate Industry
Standard '3148', with the Local Service Provider ID of the Reseller
and send the reject to the originating IXC. The reject must be
returned within one business day.
NOTE: If GTE refuses to provide the Local Service Provider ID the
record can be rejected with the Industry Standard transaction
code '3147'.
1.3 PIC RESTRICTED
In order for GTE to appropriately reject an IXC initiated "01" PIC
Order on an AT&T WTN, GTE must implement a specific up-front edit. Do
not apply a 'PIC Freeze' or a 'PIC Restriction'.
If the submitted WTN is a resold line assigned to AT&T (LSP ID 7421),
reject the "01" PIC order with TCSI 3148. Populate LSP ID 7421 in
the CARE record and return to the submitting IXC. If GTE were to
reject the
<PAGE>
Appendix II
Page 34
order for the reason of "restricted PIC" rather than "resold line,"
the submitting IXC would not know the line was resold. This would
further delay the IXC's attempt to provision the line with the correct
LSP.
The above edit process has nothing to do with "PIC Restriction." It is
not AT&T's intent to provide GTE with end user PIC Restriction
information since an end user's request for PIC restriction will be
resident only on AT&T data bases. IXC initiated PIC orders received by
AT&T will be edited for restricted PIC and returned to the submitting
IXC with the appropriate reject TCSI if the WTN is found to be
restricted.
<PAGE>
ATTACHMENT 8
------------
INTERIM NUMBER PORTABILITY
--------------------------
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
SECTION PAGE
- ------- ----
<S> <C>
1. GTE PROVISIONING OF INTERIM NUMBER PORTABILITY................. 1
2. INTERIM NUMBER PORTABILITY (INP) METHODS....................... 1
3. REQUIREMENTS FOR INP........................................... 3
</TABLE>
<PAGE>
Attachment 8
Page 1
INTERIM NUMBER PORTABILITY
--------------------------
1. GTE PROVISIONING OF INTERIM NUMBER PORTABILITY
----------------------------------------------
GTE shall provide, to the extent technically feasible, interim number
portability (INP) in accordance with requirements of the Act and FCC
96286. INP will be provided with minimum impairment of functionality,
quality, reliability and convenience to subscribers of AT&T services.
INP by remote call forwarding shall be made available for ordering by
AT&T upon approval of this Agreement.
2. INTERIM NUMBER PORTABILITY (INP) METHODS
----------------------------------------
2.1 INP METHODS
INP shall be provided by Remote Call Forwarding (RCF), Flexible Direct
Inward Dialing (Flex DID) or Route Indexing (RI). AT&T shall specify
on a per telephone number basis which method is to be employed and GTE
shall provide such method to the extent technically feasible. If Flex-
DID or RI are ordered but not immediately available, GTE may
substitute another INP method until the requested service is
available, provided however that GTE shall provide to AT&T both Flex-
DID and RI within six (6) months of the approval of this Agreement.
2.2 REMOTE CALL FORWARDING
Remote Call Forwarding (RCF) is an existing switch-based GTE service
that may be used to provide subscribers with limited service-provider
LNP by redirecting calls within the telephone network. When RCF is
used to provide LNP, calls to the ported number will first route to
the GTE switch to which the ported number was previously assigned. The
GTE switch will then forward the call to a number with an NXX
associated with the AT&T operated switch to which the number is
ported. AT&T shall specify the number of paths required to handle
multiple simultaneous calls to the same ported telephone number.
2.3 ROUTE INDEXING
Route Indexing (RI) may take one of two forms: Directory Number-Route
Indexing - End Office (DNRI-EO) or Directory Number Route Indexing-
Portability Hub (DNRI-PH).
2.3.1 When a call to the ported number reaches the GTE switch, DNRI-EO will
route the dialed number directly to AT&T over end-office to end-office
interconnection trunking, for call completion.
<PAGE>
Attachment 8
Page 2
2.3.2 When a call to the ported number reaches the GTE switch, DNRI-PH will
prefix the dialed number with a pseudo NPA code. The pseudo code will
cause the call to be routed to AT&T at the GTE switch's serving tandem
office. The pseudo code is removed by the tandem office and the dialed
number is routed directly to AT&T, over interconnection trunking for
call completion.
2.3.3 AT&T shall designate only one of either DNRI-EO or DNRI-PH to be
employed at a GTE end office switch. However, if AT&T designates
DNRI-EO be employed at a GTE end office switch at whose serving tandem
office AT&T has ordered DNRI-PH, any overflow calls to ported numbers
shall be sent to the serving tandem via the DNRI-PH method.
2.3.4 For the RI methods of INP, the interconnection trunking arrangements
shall be made according to the interconnection Agreements between AT&T
and GTE and shall be in place prior to the ordering of RI INP for
individual ported telephone numbers.
2.4 FLEX DIRECT INWARD DIALING
When a call to the ported number reaches the GTE switch, Flex-DID will
route the dialed number directly to AT&T, over end-office to end-
office, one-way DID trunking with multi-frequency (MF) signaling for
call completion. At GTE's option, GTE shall provide SS7 signaling with
Flex-DID where technically feasible.
2.4.1 Flex-DID does not allow for overflow routing. MF signaling does not
allow for passing the Calling Party Line Identification (CLID) to
AT&T.
2.4.2 GTE shall exchange with AT&T, SS7 TCAP messages as required for the
implementation of Custom Local Area Signaling Services (CLASS) or
other features available in the GTE network.
2.4.3 GTE shall disclose to AT&T any technical or capacity limitations that
would prevent use of a requested INP implementation in a particular
switching office. GTE and AT&T shall cooperate in the process of
provisioning INP to minimize customer out-of-service time.
2.4.4 AT&T shall have the right to use the existing GTE 911 infrastructure
for all 911 capabilities. With respect to 911 service associated
with ported numbers under INP, GTE agrees that all ported directory
numbers (DN) will remain in-the Public Service Answering Points (PSAP)
routing databases. When RCF is used, both the ported numbers and
shadow numbers for AT&T ported subscribers shall be stored in PSAP
databases. AT&T shall have the right to verify the accuracy of the
information in the PSAP databases.
<PAGE>
Attachment 8
Page 3
3. REQUIREMENTS FOR INP
--------------------
3.1 WHITE AND YELLOW PAGE LISTINGS
GTE shall provide and maintain for AT&T one (1) white page and one (1)
yellow page (if applicable) listing for each AT&T subscriber that has
ported its number from GTE, consistent with that specified for
Provisioning in this Agreement.
3.2 The listing and handling of listed and nonlisted telephone numbers
will be least at parity with that provided by GTE to its own
customers.
3.3 CUTOVER PROCESS
GTE shall cooperate in the process of porting numbers from one carrier
to the other so as to limit service outage for the ported subscriber.
3.4 TESTING
GTE shall cooperate in testing ported telephone numbers to assure call
completion.
3.5 NON-GEOGRAPHIC NUMBERS
GTE shall not be required to provide number portablility for
nongeographic services (e.g., 500 and 900 NPAs and 976 NXX number
services) under this Agreement.
3.5.1 Compensation arrangements for terminating local traffic between GTE
and AT&T shall apply to ported Calls.
3.5.2 GTE shall pay to AT&T a portion of the terminating access revenue for
calls transported from the interexchange carrier to AT&T via a GTE
porting office.
3.6 TREATMENT OF TLN CALLING CARDS
3.6.1 GTE shall allow AT&T to order provisioning of TLN calling cards and
Billed Number Screening (BNS), in its LIDB, for ported numbers, as
specified by AT&T. GTE shall continue to allow AT&T access to its
LIDB. Other LIDB provisions are specified in this Agreement.
<PAGE>
ATTACHMENT 9
------------
NETWORK SECURITY
----------------
TABLE OF CONTENTS
-----------------
<TABLE>
<S> <C>
NETWORK SECURITY......................................................... 1
1. Protection of Service and Property.................................... 1
2. Revenue Protection.................................................... 2
3. Law Enforcement Interface............................................. 3
4. Impairment of Service................................................. 3
</TABLE>
<PAGE>
Attachment 9
Page 1
NETWORK SECURITY
----------------
1 PROTECTION OF SERVICE AND PROPERTY
----------------------------------
GTE shall exercise the same degree of care to prevent harm or damage
to AT&T, its employees, agents or customers, or their property as it
employs to protect its own personnel, customers and property, etc.
GTE, its employees, agents, or representatives agree to take
reasonable and prudent steps to protect AT&T property and services,
including, but not limited to:
1.1 Restricting access to AT&T's collocation space as set forth in
applicable GTE state and federal collocation tariffs. Additionally,
GTE agrees that the following terms and conditions shall apply to
access to AT&T's collocation space:
1.1.1 GTE shall implement adequate measures to control access to collocation
cages.
1.1.2 Collocation space shall comply with all applicable fire and safety
codes.
1.1.3 Doors with removable hinges or inadequate strength shall be monitored
by an alarm connected to a manned site. All other alarms monitoring
AT&T collocation space provided by GTE shall also be connected to a
manned site. AT&T may, at its option, provide its own intrusion alarms
for its collocated space.
1.1.4 GTE shall control janitorial access to collocation cages, and restrict
such access to approved and certified employees, agents or
contractors.
1.1.5 GTE shall establish procedures for access to collocation cages by GTE
and non-GTE emergency personnel, and shall not allow access by
security guards unless such access comports with this Section and is
otherwise allowed under applicable GTE state and federal collocation
tariffs.
1.1.6 GTE shall retain a master key to AT&T's collocation space for use only
in event of emergency as detailed in applicable GTE state and federal
tariffs. At AT&T's option, the Parties shall review key control
procedures no more frequently than twice in any twelve month period.
At any time, AT&T may elect to change keys if it suspects key control
has been lost, provided, however, that GTE will be provided with a
master key in accord with this Section.
<PAGE>
Attachment 9
Page 2
1.1.7 Not more frequently than twice a year, AT&T may audit the security and
access procedures and equipment applicable to its collocated space and
the central office housing the collocation space. Access by personnel
necessary to conduct such an audit shall be limited as set forth in
applicable GTE state and federal collocation tariffs. Should AT&T
identify deficiencies in security and access procedures and equipment,
as a result of such audits or otherwise, the cost, terms and
conditions of the correction of such deficiencies shall be negotiated
in good faith between the Parties.
1.2 In order to protect customer proprietary information, ensure both
ongoing operational and update integrity of databases, and control
access to the ability to disconnect end users on authorized ports, in
cases in which there are shared systems access to GTE systems, GTE
will provide access controls to its system based upon GTE's internal
security standards, which standards shall include, at minimum,
traditional log in and password procedures. AT&T shall be responsible
for AT&T control installation.
2. REVENUE PROTECTION
------------------
2.1 The Parties shall work cooperatively with each other to utilize
present and future fraud prevention or revenue protection features,
including prevention, detection, or control functionality embedded
within the network. These features include, but are not limited to,
screening codes, call blocking of international, 800, 900/976, and 700
numbers and the capability to require end-user entry of an
authorization code for dial tone on a per line basis, in accordance
with applicable laws, regulations and tariffs. GTE will provide call
blocking of 700 and 800/888 numbers when technically feasible and when
made available to GTE end users, in accordance with applicable laws,
regulations and tariffs. GTE shall provide access to fraud prevention,
detection and control functionality within pertinent Operations
Support Systems ("OSS"), provided, however, that such access will only
be provided to those systems which GTE provides to itself.
2.2 If AT&T has uncollectible or unbillable revenue resulting from, but
not confined to, provisioning, maintenance, or signal network routing
errors which are the responsibility of GTE, GTE shall issue AT&T a
credit for the monthly recurring charge or other charges for the
underlying Local Service or Network Element on a pro-rata basis for
the period of time during which the error occurred.
2.3 If AT&T has uncollectibe or unbillable revenue resulting from the
accidental or malicious alteration of software underlying Network
Elements or their subtending operational support systems by
unauthorized third parties for which GTE has administrative control of
access to said Network Element or operational support system software,
GTE shall issue AT&T a credit for the monthly recurring charge or
other charges for the underlying Local Service
<PAGE>
Attachment 9
Page 3
or Network Element on a pro-rata basis for the period of time during
which the alteration occurred.
2.4 If AT&T has uncollectible or unbillable revenues resulting from the
unauthorized physical attachment to loop facilities (under GTE's
responsibility or control) from the Main Distribution Frame up to and
including the Network Interface Device, including clip-on fraud, GTE
shall issue AT&T a credit for the monthly recurring charge or other
charges for the underlying Local Service or Network Element on a pro-
rata basis for the period of time during which the unauthorized
attachment occurred.
2.5 GTE shall provide quick/soft dial tone to allow only the completion of
calls to termination points required by law and to establish service.
3. LAW ENFORCEMENT INTERFACE
-------------------------
3.1 Except to the extent not available in connection with GTE's operation
of its own business, GTE shall provide seven day a week/ twenty-four
hour a day installation and information retrieval pertaining to
emergency traps, assistance involving emergency traces and emergency
information retrieval on customer invoked CLASS services, including,
without limitation, call traces requested by AT&T.
3.2 GTE agrees to work jointly with AT&T in security matters to support
law enforcement agency requirements for taps, traces, court orders,
etc. Charges for providing such services for AT&T Customers will be
billed to AT&T.
3.3 GTE will, in nonemergency situations, inform the requesting law
enforcement agencies that the end-user to be wire tapped, traced, etc.
is an AT&T Customer and shall refer them to AT&T.
4. IMPAIRMENT OF SERVICE
---------------------
4.1 The characteristics and methods of operation of any circuits,
facilities or equipment of either Party connected with the services,
facilities or equipment of the other Party pursuant to this Agreement
shall not interfere with or impair service over any facilities of the
other Party, its affiliated companies, or its connecting and
concurring carriers involved in its services, cause damage to their
plant, violate any applicable law or regulation regarding the invasion
of privacy of any communications carried over the Party's facilities
or create hazards to the employees of either Party or to the public
(each hereinafter referred to as an "Impairment of Service").
4.2 If either Party causes an Impairment in Service, the Party whose
network or service is being impaired (the "Impaired Party") shall
promptly notify the Party causing the Impairment of Service (the
"Impairing Party") of the nature
<PAGE>
Attachment 9
Page 4
and location of the problem and that, unless promptly rectified, a
temporary discontinuance of the use of any circuit, facility or
equipment may be required. The Impairing Party and the Impaired Party
agree to work together to attempt to promptly resolve the Impairment
of Service. If the Impairing Party is unable to promptly remedy the
Impairment of Service, then the Impaired Party may at its option
temporarily discontinue the use of the affected circuit, facility or
equipment.
<PAGE>
Attachment 10
Page 1
ATTACHMENT 10
-------------
ACRONYMS
--------
- --------------------------------------------------------------------------------
ACRONYM DEFINITION
- --------------------------------------------------------------------------------
AAA American Arbitration Association
- --------------------------------------------------------------------------------
AIN Advanced Intelligent Network
- --------------------------------------------------------------------------------
ALEC Alternative Local Exchange Carrier
- --------------------------------------------------------------------------------
ALI Automatic Location Indicator
- --------------------------------------------------------------------------------
ALI/DMS Automatic Location Identification/Data Management Systems
- --------------------------------------------------------------------------------
AMA Automated Message Accounting
- --------------------------------------------------------------------------------
ANSI American National Standards Institute
- --------------------------------------------------------------------------------
ARPM Average Revenue Per Message
- --------------------------------------------------------------------------------
ARU Audio Response Unit
- --------------------------------------------------------------------------------
ATIS Alliance for Telecom Industry Solutions
- --------------------------------------------------------------------------------
ATIWC AT&T Initial Wire Center
- --------------------------------------------------------------------------------
ATM Asynchronous Transfer Mode
- --------------------------------------------------------------------------------
BICI Broadband Inter-Carrier Interface
- --------------------------------------------------------------------------------
BITS Building Integrated Timing Supply
- --------------------------------------------------------------------------------
BLV Busy Line Verification
- --------------------------------------------------------------------------------
BRCS Business and Residential Customer Service
- --------------------------------------------------------------------------------
C Network Element Combination
- --------------------------------------------------------------------------------
C-DTTA Combo of Dedicated Transport & Tandem
- --------------------------------------------------------------------------------
C-LPLS Combo of Loop & Local Switching
- --------------------------------------------------------------------------------
C-LSCTSSDBTS *
- --------------------------------------------------------------------------------
CABS Carrier Access Billing Systems
- --------------------------------------------------------------------------------
CAMA ANI Centralized Automatic Message Accounting - Automatic
Number Identification
- --------------------------------------------------------------------------------
CAP Competitive Access Provider
- --------------------------------------------------------------------------------
CARE Customer Account Record Exchange
- --------------------------------------------------------------------------------
CCITT Consultative Committee on International Telegraph &
Telephone
- --------------------------------------------------------------------------------
CCS Communications Channel Signaling
- --------------------------------------------------------------------------------
CCSNIS Common Channel Signaling Network Interface
Specification
- --------------------------------------------------------------------------------
CIC Carrier Identification Code
- --------------------------------------------------------------------------------
CLASS Custom Local Area Signaling Service
- --------------------------------------------------------------------------------
CLC Carrier Liasion Committee
- --------------------------------------------------------------------------------
CLEC Competitive Local Exchange Carrier
- --------------------------------------------------------------------------------
CLLI Common Language Location Identifier
- --------------------------------------------------------------------------------
*Combo of: Local Switching, Common Transport, Signaling, Databases & Tandem
Switching
<PAGE>
Attachment 10
Page 2
- --------------------------------------------------------------------------------
CMIP Coded Mark Inversion Protocol
- --------------------------------------------------------------------------------
CNA Customer Name & Address
- --------------------------------------------------------------------------------
CO Central Office
- --------------------------------------------------------------------------------
CPE Customer Premises Equipment
- --------------------------------------------------------------------------------
CRDD Customer Requested Due Dates
- --------------------------------------------------------------------------------
CT Common Transport
- --------------------------------------------------------------------------------
CTI Customer Type Indicator
- --------------------------------------------------------------------------------
CY Current Year
- --------------------------------------------------------------------------------
DA Directory Assistance
- --------------------------------------------------------------------------------
DACS Digital Access Crossconnect Systems
- --------------------------------------------------------------------------------
DB Database
- --------------------------------------------------------------------------------
DB Service Central Points/Databases
- --------------------------------------------------------------------------------
DCC Data Communications Channel
- --------------------------------------------------------------------------------
DCS Digital Cross-Connect System
- --------------------------------------------------------------------------------
DID Direct Inward Dialing
- --------------------------------------------------------------------------------
DLC Digital Loop Carrier
- --------------------------------------------------------------------------------
DLCI Data Link Connection Identifier
- --------------------------------------------------------------------------------
DMOQs Direct Measures of Quality
- --------------------------------------------------------------------------------
DN Directory Numbers
- --------------------------------------------------------------------------------
DN-RI Directory Number - Route Index
- --------------------------------------------------------------------------------
DS-1 Digital Signal Level One
- --------------------------------------------------------------------------------
DS-3 Digital Signal Level Three
- --------------------------------------------------------------------------------
DS0 Digital Signal Level Zero
- --------------------------------------------------------------------------------
DSN Data Set Name
- --------------------------------------------------------------------------------
DSX Diqital Cross Connect
- --------------------------------------------------------------------------------
DT Dedicated Transport
- --------------------------------------------------------------------------------
DTMF Dual-Tone Multi Frequency
- --------------------------------------------------------------------------------
E Network Element
- --------------------------------------------------------------------------------
E&M Ear & Mouth Signaling
- --------------------------------------------------------------------------------
E-LP Element Loop
- --------------------------------------------------------------------------------
EAMF Equal Access Multi-Frequency
- --------------------------------------------------------------------------------
EBCDIC Extended Binary-Coded Decimal Interexchange Code
- --------------------------------------------------------------------------------
EBI Electronic Bonding Interface
- --------------------------------------------------------------------------------
EFT Electronic Fund Transfer
- --------------------------------------------------------------------------------
EI Electronic Interface
- --------------------------------------------------------------------------------
EI Emergency Interrupt
- --------------------------------------------------------------------------------
EMR Exchange Message Record
- --------------------------------------------------------------------------------
EO End Office
- --------------------------------------------------------------------------------
ESF Extended Super Frame
- --------------------------------------------------------------------------------
ESL Essential Service Line
- --------------------------------------------------------------------------------
ETTR Estimated Time to Repair
- --------------------------------------------------------------------------------
FDI Feeder Distribution Interface
- --------------------------------------------------------------------------------
FN Fiber Node
- --------------------------------------------------------------------------------
<PAGE>
Attachment 10
Page 3
- --------------------------------------------------------------------------------
FOC Firm Order Confirmation
- --------------------------------------------------------------------------------
FRF Frame Relay Forum
- --------------------------------------------------------------------------------
FUNI Framebased User to Network Interface
- --------------------------------------------------------------------------------
GTT Global Title Translation
- --------------------------------------------------------------------------------
HDT Host Digital Terminal
- --------------------------------------------------------------------------------
HFC Hybrid Fiber Coax
- --------------------------------------------------------------------------------
HFC-HDT Hybrid Fiber Coax - Host Digital Terminal
- --------------------------------------------------------------------------------
ID Remote Identifiers
- --------------------------------------------------------------------------------
IEC Interexchange Carrier
- --------------------------------------------------------------------------------
IECs Interexchange Carriers
- --------------------------------------------------------------------------------
IEEE Institute of Electrical and Electronic Engineers
- --------------------------------------------------------------------------------
IISP Interim Interswitch Signaling Protocol
- --------------------------------------------------------------------------------
ILEC Incumbent Local Exchange Carrier
- --------------------------------------------------------------------------------
IN Intelligent Network
- --------------------------------------------------------------------------------
INA Integrated Network Access
- --------------------------------------------------------------------------------
INP Interim Number Portability
- --------------------------------------------------------------------------------
ISDN Integrated Services Digital Network
- --------------------------------------------------------------------------------
ISDNUP Integrated Services Digital Network User Part
- --------------------------------------------------------------------------------
ISI Industry Support Interface
- --------------------------------------------------------------------------------
ISNI Intermediate Signal Network Identifier
- --------------------------------------------------------------------------------
ISO International Standardization Organization
- --------------------------------------------------------------------------------
ISUP Integrated Services User Part
- --------------------------------------------------------------------------------
ITU International Telecommunications Union
- --------------------------------------------------------------------------------
IVMS Interswitch Voice Messaging Service
- --------------------------------------------------------------------------------
IXC Interexchange Carrier
- --------------------------------------------------------------------------------
LAM Local Account Maintenance
- --------------------------------------------------------------------------------
LARG LIDB Access Routing Guide
- --------------------------------------------------------------------------------
LASS Local Area Signaling Services
- --------------------------------------------------------------------------------
LATA Local Access Transport Area
- --------------------------------------------------------------------------------
LC Loop Concentrator/Multiplexor
- --------------------------------------------------------------------------------
LCC Line Class Code
- --------------------------------------------------------------------------------
LD Loop Distribution
- --------------------------------------------------------------------------------
LEC Local Exchange Carrier
- --------------------------------------------------------------------------------
LEC DA LEC Directory Assistance
- --------------------------------------------------------------------------------
LEC SCE LEC Service Creation Environment
- --------------------------------------------------------------------------------
LEC SCP LEC Service Control Point
- --------------------------------------------------------------------------------
LEC SMS LEC Service Management System
- --------------------------------------------------------------------------------
LEC SSP LEC Service Switching Point
- --------------------------------------------------------------------------------
LERG Local Exchange Routing Guide
- --------------------------------------------------------------------------------
LF Loop Feeder
- --------------------------------------------------------------------------------
LGX Lightguide Cross-Connect
- --------------------------------------------------------------------------------
LIDB Line Information Data Base
- --------------------------------------------------------------------------------
LMI Local Management Interface
- --------------------------------------------------------------------------------
<PAGE>
Attachment 10
Page 4
- --------------------------------------------------------------------------------
LNP Local Number Portability
- --------------------------------------------------------------------------------
LP Loop
- --------------------------------------------------------------------------------
LRECL Logical Record Length
- --------------------------------------------------------------------------------
LRN Local Routing Number
- --------------------------------------------------------------------------------
LS Local Switching
- --------------------------------------------------------------------------------
LSO Local Serving Office
- --------------------------------------------------------------------------------
LSP Local Service Provider
- --------------------------------------------------------------------------------
LSSGR LATA Switching Systems Generic Requirements
- --------------------------------------------------------------------------------
MDF Main Distribution Frame
- --------------------------------------------------------------------------------
MDU Multiple Dwelling Unit
- --------------------------------------------------------------------------------
MDU/BCL Multiple Dwelling Unit/Business Customer Location
- --------------------------------------------------------------------------------
MF Multi-Frequency
- --------------------------------------------------------------------------------
MIB Management Information Base
- --------------------------------------------------------------------------------
MLT Mechanized Loop Tests
- --------------------------------------------------------------------------------
MOP Methods of Procedure
- --------------------------------------------------------------------------------
MOS Modified Operator Services
- --------------------------------------------------------------------------------
MR Modification Request
- --------------------------------------------------------------------------------
MRVT MTP Routing Verification Test
- --------------------------------------------------------------------------------
MSAG Master Street & Address Guide
- --------------------------------------------------------------------------------
MTP Message Transfer Port
- --------------------------------------------------------------------------------
NDM Network Data Mover
- --------------------------------------------------------------------------------
NEBS Network Equipment Building System
- --------------------------------------------------------------------------------
NID Network Interface Device
- --------------------------------------------------------------------------------
NIU Network Interface Unit
- --------------------------------------------------------------------------------
NMS Network Management System
- --------------------------------------------------------------------------------
NNI Network to Network Interface
- --------------------------------------------------------------------------------
NVT Network Validation Test
- --------------------------------------------------------------------------------
OAM Operation and Maintenance
- --------------------------------------------------------------------------------
OAM&P Operations Administration Maintenance & Provisioning
- --------------------------------------------------------------------------------
OBF Ordering & Billing Forum
- --------------------------------------------------------------------------------
OC Optical Carrier
- --------------------------------------------------------------------------------
OCN Operating Company Number
- --------------------------------------------------------------------------------
ODS Optical Distribution
- --------------------------------------------------------------------------------
OLI Originating Line Indicator
- --------------------------------------------------------------------------------
OMAP Operations, Maintenance & Administration Part
- --------------------------------------------------------------------------------
ORT Operational Readiness Test
- --------------------------------------------------------------------------------
OS Operator Services
- --------------------------------------------------------------------------------
OSPS Operator Services Position System
- --------------------------------------------------------------------------------
OSS Operations Support Systems
- --------------------------------------------------------------------------------
OSSGR Operator Services Systems Generic Requirements
- --------------------------------------------------------------------------------
OUTPLOC LSP Change Notification
- --------------------------------------------------------------------------------
PBX Private Branch Exchange
- --------------------------------------------------------------------------------
PDH Plesiochronous Digital Hierarchy
- --------------------------------------------------------------------------------
<PAGE>
Attachment 10
Page 5
- --------------------------------------------------------------------------------
PEC Primary Exchange Carrier
- --------------------------------------------------------------------------------
PIC Primary Interexchange Carrier
- --------------------------------------------------------------------------------
PLOC Primary Local Operating Carrier
- --------------------------------------------------------------------------------
PNP Permanent Number Portability
- --------------------------------------------------------------------------------
POI Point of Interface/Interconnection
- --------------------------------------------------------------------------------
PON Purchase Order Number
- --------------------------------------------------------------------------------
POT Point of Termination
- --------------------------------------------------------------------------------
POTS Plain Old Telephone Service
- --------------------------------------------------------------------------------
PRI Primary Rate Interface
- --------------------------------------------------------------------------------
PSAP Public Safety Answering Point
- --------------------------------------------------------------------------------
PUC Public Utilities Commission
- --------------------------------------------------------------------------------
RAO Regional Accounting Office
- --------------------------------------------------------------------------------
RCF Remote Call Forwarding
- --------------------------------------------------------------------------------
RECFM Record Format
- --------------------------------------------------------------------------------
RI Route Index
- --------------------------------------------------------------------------------
RI-PH Route Index - Portability Hub
- --------------------------------------------------------------------------------
ROW Right of Way
- --------------------------------------------------------------------------------
RPC Reqional Processing Center
- --------------------------------------------------------------------------------
RSM Remote Switch Module
- --------------------------------------------------------------------------------
RT Remote Terminal
- --------------------------------------------------------------------------------
SAG Street Address Guide
- --------------------------------------------------------------------------------
SCCP Signaling Connection Control Point
- --------------------------------------------------------------------------------
SCP Service Control Points
- --------------------------------------------------------------------------------
SDH Synchronous Digital Hierarchy
- --------------------------------------------------------------------------------
SECAB Small Exchange Carrier Access Billing
- --------------------------------------------------------------------------------
SL Siqnaling Link Transport
- --------------------------------------------------------------------------------
SMDI-E Standard Message Desk Interface - Enhanced
- --------------------------------------------------------------------------------
SMS Service Management System
- --------------------------------------------------------------------------------
SNMP Simple Network Management Protocol
- --------------------------------------------------------------------------------
S/0 Service Order
- --------------------------------------------------------------------------------
SONET Synchronous Optical Network
- --------------------------------------------------------------------------------
SPOC Sinqle Point of Contact
- --------------------------------------------------------------------------------
SPOI Signaling Point of Interconnection
- --------------------------------------------------------------------------------
SRVT SCCP Routing Verification Test
- --------------------------------------------------------------------------------
SS SS7 Message Transfer & Connection Control
- --------------------------------------------------------------------------------
SS7 Signaling System 7
- --------------------------------------------------------------------------------
SSP Switching Services Port
- --------------------------------------------------------------------------------
STP Signaling Transfer Point
- --------------------------------------------------------------------------------
STS Synchronous Transport Signal
- --------------------------------------------------------------------------------
SWF-DSI Switched Functional DS1 Service Capability
- --------------------------------------------------------------------------------
SWP Switch Provider
- --------------------------------------------------------------------------------
T&M Time & Material
- --------------------------------------------------------------------------------
TCAP Transaction Capabilities Application Port
- --------------------------------------------------------------------------------
<PAGE>
Attachment
Page 6
- --------------------------------------------------------------------------------
TDEV Time Deviation
- --------------------------------------------------------------------------------
TDI Tie Down Information
- --------------------------------------------------------------------------------
TIA/EIA Telecommunications Industries Association/Electronic Industries
Association
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TR Technical Requirements
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TS Tandem Switching
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TSG Trunk Sub-Group
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TSGR Transport System Generic Requirements
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TSLRIC Total Service Long Run Incremental Cost
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TSP Telecommunications Services Priority
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UNI User to Network Interface
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VB Variable Block
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VCI Virtual Channel Identifier
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VF Voice Frequency
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WDM Wavelength Division Multiplexing
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WTN Working Telephone Number
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Attachment 11
Page 1
ATTACHMENT 11
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DEFINITIONS
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"AAA" means the American Arbitration Association.
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"ACT" means the Telecommunications Act of 1996.
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"ADVANCED INTELLIGENT NETWORK (AIN)" is a network functionality that
---------------------------------
permits specific conditions to be programmed into a switch which, when met,
directs the switch to suspend call processing and to receive special
instructions for further call handling instructions in order to enable
carriers to offer advanced features and services.
"AFFILIATE" means, with respect to any Party, a corporation or other entity
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directly or indirectly controlled by, controlling or under common control
with such Party. "Control" means the power to direct the management and
policies of the entity whether through the ownership of voting securities
by agreement, or otherwise.
"AGREEMENT" has the meaning set forth in the preamble.
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"AIN SERVICES" has the meaning set forth in Section 26.1 of the General
------------
Terms and Conditions.
"AMA" means the Automated Message Accounting structure inherent in switch
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technology that initially records telecommunication message information.
AMA format is contained in the Automated Message Accounting document,
published by Bellcore as GR-1100-CORE which defines the industry standard
for message recording.
"APPLICABLE LAW" shall mean all laws, statutes, common law, regulations,
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ordinances, codes, rules, guidelines, orders, permits and approvals of any
Governmental Authority, including without limitation those relating to the
environment, health and safety, which apply or relate to Work Locations or
the subject matter of this Agreement.
"ARBITRATOR" has the meaning set forth in Section 6.1 of Attachment 1.
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"AS DEFINED IN THE ACT" OR "AS DESCRIBED IN THE ACT" means as specifically
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defined or as described, respectively, in the Act as from time to time
interpreted in the duly authorized rules and regulations of the FCC or the
Commission.
"AT&T" has the meaning set forth in the preamble.
----
"AT&T CUSTOMER" means any business or residential customer for AT&T
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services.
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"ATTACHMENT" is any placement of one Party's equipment or facilities in or
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on another Party's Poles, Ducts, Conduits, or Rights of Way.
"ATTACHMENT REQUEST" is a request for attachment made pursuant to Section
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3.4 of Attachment 3.
"AUTOMATIC LOCATION IDENTIFICATION/DATA MANAGEMENT SYSTEM (ALI/DMS)" means
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the emergency services (E911/911) database containing customer location
information (including name, address, telephone number, and sometimes
special information from the local service provider) used to determine to
which Public Safety Answering Point ("PSAP") to route the call.
"AUTOMATIC ROUTE SELECTION (ARS)" is a service feature that provides for
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automatic selection of the least expensive or most appropriate transmission
facility for each call based on criteria programmed into the system.
"BILL" means bill submitted by one Party to the other Party for Charges.
----
"BUSINESS DAY" has the meaning set forth in Section 22.8 of the General
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Terms and Conditions.
"BLV/BLI (BUSY Line VERIFY/BUSY LINE INTERRUPT) TRAFFIC" OR "BLV/BLI CALL"
------------------------------------------------------------------------
means an operator call in which the end user inquires as to the busy status
of, or requests an interruption of, a call on an Exchange Service.
"CABS" means the Carrier Access Billing System which is contained in a
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document prepared under the direction of the Billing Committee of the OBF.
The Carrier Access Billing System document is published by Bellcore in
Volumes 1, 1A, 2, 3, 3A, 4 and 5 as Special Reports SR-OPT-001868,
SR-OPT-001869, SR-OPT-001871, SR-OPT-001872, SR-OPT-001873, SR-OPT-001874,
and SR-OPT-001875, respectively, and contains the recommended guidelines
for the billing of access and other connectivity services.
"CENTRAL OFFICE SWITCH" means a switch used to provide Telecommunications
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Services as defined in the Act, including but not limited to: (i) End
Office Switches which are used to terminate customer station Loops for the
purpose of interconnection to each other and to trunks; (ii) Tandem Office
Switches which are used to connect and switch trunk circuits between and
among other Central Office Switches. A Central Office may also be employed
as a combination End Office/Tandem Office Switch.
"CENTRANET" means a Telecommunications Service that uses central office
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switching equipment for call routing to handle direct dialing of calls, and
to provide many private branch exchange-like features.
"CHARGE" means an amount charged by one Party to the other Party for
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services
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rendered or products purchased hereunder.
"CLAIM" has the meaning set forth in Section 9.4 of General Terms and
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Conditions.
"CLASS (CUSTOM LOCAL AREA SIGNALING SERVICE) AND LASS (LOCAL AREA SIGNALING
--------------------------------------------------------------------------
SERVICE)" means a grouping of optional enhancements to basic local exchange
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service that offers special call handling features to residential and single-
line business customers (e.g., call waiting, call forwarding and automatic
redial).
"CLEC" means competitive local exchange carrier.
----
"CLLI CODES" means Common Language Location Identifier Codes.
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"COLLOCATION" has the meaning set forth in Section 2.1 of Attachment 3.
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"COMBINATIONS" are multiple Network Elements that are specified by AT&T for a
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geographic area or for a specific customer and that are placed on the same
order by AT&T.
"COMMISSION" means the Public Utilities Commission of the State of California.
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"COMMON TRANSPORT" has the meaning set forth in Section 7.1 of Attachment 2.
----------------
"CONDUIT" means a tube or protected through that may be used to house
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communication or electrical cables. Conduit may be underground or above ground
(for example, inside buildings) and may contain one or more inner ducts.
"CONFIDENTIAL INFORMATION" has the meaning set forth in Section 16.1 of the
------------------------
General Terms and Conditions.
"CONTRACT YEAR" means a twelve (12) month period during the term of the
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contract commencing on the Effective Date and each anniversary thereof.
"CUSTOMER USAGE DATA" means the local Telecommunications Services usage data of
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an AT&T Customer, measured in minutes, sub-minute increments, message units, or
otherwise, that is recorded by GTE and forwarded to AT&T.
"DA LISTING INFORMATION" has the meaning set forth in Section 19.1 of the
----------------------
General Terms and Conditions.
"DAMAGES" has the meaning set forth in Section 9.4.1 of the General Terms and
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Conditions.
"DEDICATED TRANSPORT" has the meaning set forth in Section 8 of Attachment 2.
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"DIRECTORY LISTINGS" has the meaning set forth in Section 19.3 of the General
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Terms and Conditions.
"DIRECTORY SERVICE" has the meaning set forth in Section 6.1 of Attachment 2.
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"DISCLOSER" means that Party to this Agreement which has disclosed Confidential
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Information to the other Party.
"DISPUTES" mean all disputes, claims or disagreements arising under or related
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to this Agreement or the breach thereof.
"DUCT" means a single enclosed path to house facilities to provide
----
Telecommunications Services.
"EFFECTIVE DATE" is the date the Agreement becomes effective pursuant to
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Section 22.8 of this Agreement or becomes effective by operation of law,
whichever is earlier.
"EMR" means the Exchange Message Record System used among LECs for exchanging
---
telecommunications message information for billable, non-billable, sample,
settlement and study data. EMR format is contained in BR-010-200-010 CRIS
Exchange Message Record, published by Bellcore, which defines the industry
standard for exchange message records.
"ENVIRONMENTAL HAZARD" means any substance the presence, use, transport,
--------------------
abandonment or disposal of which (i) requires investigation, remediation,
compensation, fine or penalty under any Applicable Law (including, without
limitation, the Comprehensive Environmental Response Compensation and Liability
Act, Superfund Amendment and Reauthorization Act, Resource Conservation
Recovery Act, the Occupational Safety and Health Act and provisions with
similar purposes in applicable foreign, state and local jurisdictions) or (ii)
poses risks to human health, safety or the environment (including, without
limitation, indoor, outdoor or orbital space environments) and is regulated
under any Applicable Law.
"ENHANCED WHITE PAGES" means optional features available for White Pages
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Directory listings (e.g., bold, all capitals, additional line of text,
indented).
"ENHANCED YELLOW PAGES" means optional features available for Yellow Pages
---------------------
Directory listings (e.g., red type, bold, all capitals, additional line of
text, indented).
"EXCHANGE SERVICE" refers to all basic access line services, or any other
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services offered to end users which provide end users with a telephonic
connection to, and a unique telephone number address on, the public switched
telecommunications network ("PSTN"), and which enable such end users to
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<PAGE>
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place or receive calls to all other stations on the PSTN.
"E911 SERVICE" is a method of routing 911 calls to a PSAP that uses customer
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location data in the ALI/DMS to determine the PSAP to which a call should be
routed.
"FCC" means the Federal Communications Commission.
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"GOVERNMENTAL AUTHORITY" means any federal, state, local, foreign or
----------------------
international court, government, department, commission, board, bureau, agency,
official, or other regulatory, administrative, legislative or judicial
authority with jurisdiction over GTE or AT&T.
"GROOMING PLAN" has the meaning set forth in Section 39.1 of Part IV of this
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Agreement.
"GTE" has the meaning set forth in the preface. The terms Local Exchange
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Company ("LEC"), Incumbent Local Exchange Company ("ILEC") and GTE are used
interchangeably throughout this Agreement and shall have the same meaning.
"IMPAIRMENT IN SERVICE", "IMPAIRED PARTY" and "IMPAIRING PARTY" shall have the
--------------------- -------------- ---------------
respective meanings set forth in Section 4 of Attachment 9.
"INNER DUCT" is one of the single enclosed pathways located within a duct, or
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buried separately without the benefit of conduit.
"INTELLECTUAL PROPERTY" means copyrights, patents, trademarks, trade secrets,
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mask works and all other intellectual property rights.
"INTELLECTUAL PROPERTY RIGHT" has the meaning set forth in Section 9.4.1 of
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the General Terms and Conditions.
"INTER-COMPANY REVIEW BOARD" means an inter-company review board established
--------------------------
pursuant to Section 3.1 of Attachment 1.
"INTERCONNECTION SERVICES" has the meaning set forth in Section 1 of the
------------------------
General Terms and Conditions.
"INTERIM NUMBER PORTABILITY (INP)" means the delivery of LNP capabilities, from
--------------------------------
a customer standpoint in terms of call completion, with as little impairment of
functioning, quality, reliability, and convenience as possible and from a
carrier standpoint in terms of compensation, through the use of existing and
available call routing, forwarding, and addressing capabilities.
"LATA" means local access transport area.
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"LINE INFORMATION DATA BASE(S) (LIDB)" has the meaning set forth in Section
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11.3.1 of Attachment 2.
"LEC" means local exchange carrier.
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"LOA" has the meaning set forth in Section 24.1.1 of the General Terms and
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Conditions.
"LOCAL NUMBER PORTABILITY (LNP)" means the ability of users of
------------------------------
telecommunications services to retain, at the same location, existing
telecommunications numbers without impairment of quality, reliability, or
convenience when switching from one telecommunications carrier to another.
"LOCAL SERVICES" has the meaning set forth in Section 23 of Part 1 of this
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Agreement.
"LOCAL SERVICE Bill" means a Bill for Local Service Charges.
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"LOCAL SERVICE CHARGES" has the meaning set forth in Section 2.1 of Appendix A
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to Attachment 6.
"LOCAL TRAFFIC" means traffic that is originated by an end user of one Party
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and terminates to the end user of the other Party within GTE's then current
local serving area, including mandatory local calling scope arrangements;
provided, however, that the end offices serving the calling and called party
are served by the same tandem and that is the same tandem which normally serves
those end offices. A mandatory local calling scope arrangement is an
arrangement that requires end users to subscribe to a local calling scope
beyond their basic exchange serving area. Local Traffic does not include
optional local calling scopes (i.e., optional rate packages that permit the end
user to choose a local calling scope beyond their basic exchange serving area
for an additional fee), referred to hereafter as "optional EAS."
"LOOP" and "LOOP COMBINATION" have the respective meanings set forth in
---- ----------------
Sections 3.1 and 13.2.4.3 of Attachment 2.
"LOOP CONCENTRATOR/MULTIPLEXER" has the meaning set forth in Section 3.3.1 of
-----------------------------
Attachment 2.
"LOOP DISTRIBUTION MEDIA" has the meaning set forth in Section 3.2.1 of
-----------------------
Attachment 2.
"LOOP FEEDER" has the meaning set forth in Section 3.4.1 of Attachment 2.
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"LSR" means the Local Services request form and processes for ordering
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services for an end user customer and may be modified by mutual agreement of
the Parties.
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"MANHOLE" means a subsurface enclosure that personnel may enter and use for the
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purpose of installing, operating, maintaining and repairing communications
facilities.
"MECAB" means the Multiple Exchange Carrier Access Billing (MECAB) document
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prepared under the direction of the Billing Committee of the OBF. The MECAB
document, published by Bellcore as Special Report SR-BDS-000983, contains the
recommended guidelines for the billing of access and other connectivity
services provided by two or more LECs (including LECs and CLECs), or by one LEC
or CLEC in two or more states within a single LATA.
"MECOD" means the Multiple Exchange Carriers Ordering and Design (MECOD)
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Guidelines for Access Services- Industry Support Interface, a document
developed under the auspices of the Billing Committee of the OBF. The MECOD
document, published by Bellcore as Special Report SR STS-002643, establishes
recommended guidelines for processing orders for access and other connectivity
services which is to be provided by two or more LECs (including a LEC and a
CLEC), or by one LEC or CLEC in two or more states within a single LATA.
"NETWORK ELEMENT" or "ELEMENT" means a facility or equipment used in the
--------------- -------
provision of a Telecommunications Service. Network Element includes features,
functions, and capabilities that are provided by means of such facility or
equipment, including 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.
"NETWORK INTERFACE DEVICE" or "NID" has the meaning set forth in Section 2.1 of
------------------------ ---
Attachment 2.
"NEW SERVICES REQUEST" means a request from AT&T to GTE to obtain facilities,
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features, capabilities, functionality or services that are not already
available under this Agreement.
"NORTH AMERICAN NUMBERING PLAN" or "NANP" means the numbering plan used in the
---------------------------------------
United States that also serves Canada, Bermuda, Puerto Rico and certain
Caribbean Islands. The NANP format is a ten digit number that consists of a
three digit NPA code (commonly referred to as the area code), followed by a
three digit NXX code and a four digit line number.
"NXX" means the three digit code which appears as the first three digits of a
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seven digit telephone number.
"911 SERVICE" means a universal telephone number which gives the public direct
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access to the PSAP. Basic 911 service collects 911 calls from one or
<PAGE>
Attachment 11
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more local exchange switches that serve a geographic area. The calls are then
sent to the correct authority designated to receive such calls.
"OBF" means the Ordering and Billing Forum (OBF), which functions under the
- -----
auspices of the Carrier Liaison Committee (CLC) of the Alliance for
Telecommunications Industry Solutions (ATIS).
"OPERATOR SERVICE" has the meaning set forth in Section 5.1.1 of Attachment 2.
- ------------------
"OSS" means Operations Support Systems.
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"PARTIES" means AT&T and GTE.
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"PERMANENT NUMBER PORTABILITY (PNP)" means the use of the Location Routing
----------------------------------
Number (LRN) database solution to provide fully transparent LNP for all
customers and all providers without limitation.
"POLE ATTACHMENT" means the connection of a facility to a utility pole. Some
---------------
examples of facilities are mechanical hardware, grounding and transmission
cable, and equipment boxes.
"PUBLIC SAFETY ANSWERING POINT" or "PSAP" means an answering location for 9-1-1
---------------------------------------
calls originating in a given area. A PSAP may be designed as Primary or
Secondary, which refers to the order in which calls are directed for answering.
Primary PSAPs respond first; Secondary PSAPs receive calls on a transfer basis
only, and generally serve as a centralized answering location for a particular
type of emergency call. PSAP's are staffed by employees of Service Agencies
such as police, fire or emergency medical agencies or by employees of a common
bureau serving a group of such entities.
"REAL TIME" means interactive system-to-system communications and response
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(note: the speed of interaction of the systems will necessarily depend upon
accuracy of input and network capabilities), with the reporting on, or the
recording of, the event as simultaneous with the occurrence of the event as the
actual system permits.
"RECIPIENT" means that party to this Agreement to which Confidential information
---------
has been disclosed by the other party.
"RECORDED USAGE DATA" has the meaning set forth in Attachment 7.
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"REMOTE CALL FORWARDING" or "RCF" has the meaning set forth in Section 2.2 of
---------------------- -----
Attachment 8.
"RELEASE" means any release, spill, emission, leaking, pumping, injection,
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deposit, disposal, discharge, dispersal, leaching, or migration, including
without limitation, the movement of Environmental Hazards through or in the air,
soil,
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surface water or groundwater, or any action or omission that causes
Environmental Hazards to spread or become more toxic or more expensive to
investigate or remediate.
"RIGHT OF WAY (ROW)" means the right to use the land or other property of
-----------------
another party to place poles, conduits, cables, other structures and equipment,
or to provide passage to access such structures and equipment. A ROW may run
under, on, or above public or private property (including air space above
public or private property) and may include the right to use discrete space in
buildings, building complexes or other locations.
"SECAB" means the Small Exchange Carrier Access Billing document prepared by
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the Billing Committee of the OBF. The Small Exchange Carrier Access Billing
document, published by Bellcore as Special Report SR OPT - 001856, contains
the recommended guidelines for the billing of access and other connectivity
services.
"SERVED PREMISES" means collectively, locations for which AT&T orders Network
---------------
Elements, Ancillary Functions or Combinations.
"SHARED TRANSPORT" is comprised of Common Transport plus 25% of the tandem
----------------
switching rate set forth in Attachment 14. The appropriate percentage of tandem
switching to be used in this calculation shall be subject to change based on
any subsequent decision of the Commission.
"SIGNALING LINK TRANSPORT" has the meaning set forth in Section 9.1 of
------------------------
Attachment 2.
"SIGNALING TRANSFER POINTS" has the meaning set forth in Section 10.1 of
-------------------------
Attachment 2.
"STATE" means the State of California.
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"TANDEM SWITCHING" has the meaning set forth in Section 12.1 of Attachment 2.
----------------
"TELEPHONE RELAY SERVICE" has the meaning set forth in Section 25.4 of the
-----------------------
General Terms and Conditions of the Agreement.
"THOUSANDS BLOCK OF NUMBERS" shall mean 1000 or more consecutive numbers
--------------------------
beginning and ending on a digit boundary, e.g., 949-1000 to 949-1999.
"TRANSIT SERVICE" has the meaning set forth in Section 35.5.2 of the General
---------------
Terms and Conditions.
"UNBUNDLED NETWORK ELEMENT BILL" means a Bill for Unbundled Network Element
------------------------------
Charges.
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"UNBUNDLED NETWORK ELEMENT CHARGES" has the meaning set forth in Section 2.1 of
---------------------------------
Appendix B to Attachment 6.
"VOLUNTARY FEDERAL CUSTOMER FINANCIAL ASSISTANCE PROGRAMS" are
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Telecommunications Services provided to low-income subscribers, pursuant to
requirements established by the appropriate state regulatory body.
"WASTE" means all hazardous and non-hazardous substances and materials which are
-----
intended to be discarded, scrapped, or recycled, associated with activities AT&T
or GTE or their respective contractors or agents perform at Work Locations. It
shall be presumed that all substances or materials associated with such
activities, that are not in use or incorporated into structures (including
without limitation damaged components or tools, leftovers, containers, garbage,
scrap, residues or byproducts), except for substances and materials that AT&T,
GTE or their respective contractors or agents intend to use in their original
form in connection with similar activities, are Waste. "Waste" shall not
include substances, materials or components incorporated into structures (such
as cable routes) even after such components or structure are no longer in
current use.
"WORK LOCATIONS" means any real estate that GTE owns, leases or licenses or in
--------------
which it holds easements or other rights to use, or does use, for the purpose of
providing Telecommunications Services in connection with this Agreement.
<PAGE>
ATTACHMENT 12
SERVICE QUALITY STANDARDS AND PROCESSES
TABLE OF CONTENTS
<TABLE>
<S> <C>
1. INTRODUCTION.................................. 1
2. SERVICE QUALITY............................... 3
3. DEPLOYMENT.................................... 4
4. PROCESSES..................................... 7
5. CAPACITY PLANNING............................. 7
</TABLE>
APPENDICES
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1. DMOQS
2. DMOQ CATEGORIES
3. AT&T SUPPLIER PERFORMANCE QUALITY MANAGEMENT SYSTEM
4. DEPLOYMENT PLAN
5. BONA FIDE REQUEST PROCESS
6. NEW SERVICES PROCESS
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Attachment 12
Page 1
SERVICE QUALITY STANDARDS AND PROCESSES
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1. INTRODUCTION
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This Agreement contains provisions which are applicable to Local Services,
Network Elements, including Ancillary Functions and features, and
Combinations, access to GTE's poles, conduits and rights of way, and
Interconnection Services, and shall apply on a national and/or an
individual state basis, as herein specified or as otherwise established by
agreement of the parties or by the context in which a quality standard,
process or measurement is applied. The service quality standards, processes
and procedures, including Direct Measures of Quality (DMOQs), set forth in
this Attachment shall apply to GTE's provision and performance of services,
systems, processes and related activity under this Agreement, and are in
addition to and not in place of or satisfaction of specific performance
standards or obligations imposed on GTE elsewhere in this Agreement or in
other Attachments to this Agreement. To the extent indicated in this
Attachment, related performance obligations are imposed on AT&T, and the
indicated service quality standards, processes and procedures shall apply
to AT&T's performance of said obligations.
1.1. Pursuant to Section 10 of this Agreement, Appendix 1 of this Attachment
12 sets forth the service standards, measurements and performance criteria,
applicable to Local Services, Network Elements (including Ancillary
functions and features) and Combinations provided under this Agreement, and
the liquidated damages, payments, or credits to be paid, or other remedies
to apply in the event that specified failures of performance occur.
1.2 The Parties recognize that this Agreement will establish new business
processes. The Parties also expect that experience will show whether new
measurements are needed or whether existing measurements are not needed.
Either Party, therefore, may request the addition, deletion or modification
of the measures set forth in the Appendices to this Attachment. In the
event that the Parties cannot agree on such addition, deletion or
modification, then the Party seeking the addition, deletion or modification
may initiate the Dispute Resolution process prescribed in Attachment 1 to
this Agreement.
1.3. GTE shall provide services to AT&T that have substantially the same
characteristics of timeliness and performance as GTE provides to itself,
its affiliates (hereinafter referred to as "GTE's actual performance").
GTE's service performance, as defined by the designated comparable
measures, shall be no worse than or no less than the specific performance
threshold of GTE's actual performance for the equivalent service, subject
to the
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definitions contained within this Attachment 12. AT&T shall provide
performance as defined by the designated comparable measures at no less
than the specific performance thresholds contained within this Attachment
12. The calculation of those performance thresholds will be based on a
three (3) month rolling average of actual performance unless otherwise
specified. Liquidated damages will apply when a Party's performance is
worse than the specified performance threshold as described in this
Attachment 12.
1.4 Average Non-Recurring Charges
The Average Non-Recurring Charge is the sum of all non-recurring charges
applied to service orders issued by AT&T to GTE divided by the total number
of AT&T orders issued to GTE. These calculations will be made by service
activity and service category, Business (Single/Multi-Line, Centrex, PBX
Trunks), Residence, LINK, and ISDN. The Average Non-Recurring Charge will
be separately calculated for field work and non-field work orders. These
Averages and a weighting factor for field and non-field work will be
calculated during a study period to be mutually agreed between the Parties.
The initial average non-recurring charge calculation will occur within
three (3) months of AT&T's initial issuance of orders. The average non-
recurring charge shall be recalculated when there is a non-recurring charge
rate change, and annually as part of the Interconnection Agreement Annual
Review.
1.5 Average Recurring Charges
The Average Recurring Charge is the sum of all recurring charges applied to
service orders issued by AT&T to GTE divided by the total number of AT&T
orders. These Averages will be calculated during a study period to be
mutually agreed between the Parties. These calculations will be made by
service activity and service category, Business (Single/Multi-Line,
Centrex, PBX, Trunks), Residence, LINK and ISDN. The initial average
recurring charge calculation will occur within three (3) months of AT&T's
initial issuance of orders. The average recurring charge shall be
recalculated when there is a recurring charge rate change, and annually as
part of the Interconnection Agreement Annual Review.
1.6 DMOQs are categorized by the Parties as:
CATEGORY 1;
CATEGORY 2; or
CATEGORY 3.
Category 1: Those primary Performance Measures which the Parties agree must
-----------
be delivered at performance threshold either by state or at a national
level or as specified per measure. These DMOQs will carry financial
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Attachment 12
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incentives in the form of debits or credits to a Party's bill when a
current month's performance is worse than the performance threshold. In
addition, gap closure plan incentives will apply to Category 1. (Example:
Due Date Commitments Met).
Category 2: Those secondary Performance Measures which are indicators of
-----------
predicted performance and which the Parties agree must be delivered at or
above the performance threshold either at a national level by state as
specified in Appendix 2 of Attachment 12. While financial incentives do
not apply to these Category 2 DMOQs, gap closure plan financial incentives
will apply. (Example: Repair Ticket Closures).
Category 3: Those DMOQs which the Parties may determine to be necessary and
-----------
appropriate, but which require additional evaluation to permit that
determination. The Implementation Team established under this Attachment
will review and consider each such Category 3 DMOQ to make the
aforementioned determination. If the Implementation Team determines that a
Category 3 DMOQ is necessary and appropriate, it will reclassify the DMOQ
in question as Category 1 or Category 2.
1.7 The Parties' agreement to these standards, processes and procedures does
not waive or limit the rights of either Party to initiate the Dispute
Resolution processes provided in Attachment 1 to this Agreement, nor to
initiate or pursue other administrative, judicial or arbitration
proceedings to enforce rights or obligations under this Agreement or under
governing law.
1.8 The service standards, processes and procedures set forth in this
Attachment shall not relieve the Parties of any obligations otherwise
imposed by the Telecommunications Act of 1996, by the rules, regulations
and guidelines duly promulgated thereunder, or by other applicable state or
federal law, nor constitute a waiver by the Parties of any rights relating
to such obligations.
1.9 As used in this Attachment, Contract Month means a calendar month during
the term of this Agreement. Contract Month 1 shall commence on the first
day of the first full calendar month following the Effective Date. However,
if the Effective Date is on the first day of a Calendar Month, that month
will be Contract Month 1.
2. SERVICE QUALITY
---------------
2.1 GTE and AT&T recognize and acknowledge the mutual benefit of a Customer-
Supplier relationship built upon proven Quality Management Systems.
2.2 DMOQs. GTE will provide Local Service, Network Elements and Ancillary
Functions in accordance with the service parity standards and other
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measurements of quality ("DMOQs") described and agreed to in this
Attachment and in the Appendices to this Attachment. In the event that
either Party fails to meet an applicable DMOQ, the procedures described in
Appendix 1 shall be followed.
2.3 Service Guarantees. The credits and waivers described in Appendix 2 are
intended to serve as an incentive for the Parties to fulfill certain of
their commitments under this Agreement.
2.4 AT&T Supplier Performance Quality Management System. As one method of
achieving quality and reliability for services ordered from GTE, GTE agrees
to implement the AT&T Supplier Performance Quality Management System
described in Appendix 3 to this Attachment.
3. DEPLOYMENT
----------
3.1 Deployment Plan. The Deployment Plan is a staged approach to the
implementation of processes, procedures and systems required by this
Agreement. The Deployment Plan describes the Parties' attempt to implement
a process for attaining performance at or better than the performance
threshold.
The Parties agree to implement the provisions of this Agreement in
accordance with the Deployment Plan set forth in Appendix 4 to this
Attachment. The Parties agree to negotiate, by the end of Contract Month 1
additional requirements which relate to those obligations of the parties in
this Agreement that are not addressed in the Deployment Plan.
Thereafter, the Deployment Plan may be revised from time to time to add any
additional requirements established by the Parties as part of the
implementation process.
3.2 Implementation Team.
The Parties understand that the arrangements and provision of services,
network elements and ancillary functions described in this Agreement shall
require technical and operational coordination between the Parties. The
Parties further agree that it is not feasible for this Agreement to set
forth each of the applicable and necessary procedures, guidelines,
specifications and standards that will promote the Parties' provision of
Telecommunications Services to their respective Customers. Accordingly, the
Parties agree to form a team (the "Implementation Team") which shall
develop and identify those additional processes, guidelines,
specifications, standards, terms and conditions necessary for the provision
of the services, network elements and ancillary functions, and for the
specific implementation of each Party's
<PAGE>
Attachment 12
Page 5
obligations hereunder, including those described in the Deployment Plan.
Within five (5) days after the Effective Date, each Party shall designate,
in writing, not more than four (4) persons to be permanent members of the
Implementation Team; provided that either Party may include in meetings or
activities such technical specialists or other individuals as may be
reasonably required to address a specific task, matter or subject. Each
Party may replace its representatives on the Implementation Team by
delivering written notice thereof to the other Party. Furthermore, the
Deployment Plan will describe the Parties' attempt to implement a process
for attaining and maintaining service parity.
3.3 Operations Plan.
Within one hundred and twenty (120) days after the Effective Date, the
Implementation Team shall reach agreements on the items listed in the
Deployment Plan, which shall include processes, procedures, and milestones.
The agreements reached by the Implementation Team shall be documented in an
operations manual (the "Operations Plan"). The Operations Plan shall
include documentation of the various items described in the agreement which
are to be agreed upon by the Parties.
3.4 Action of Implementation Team.
The Deployment Plan and the Operations Plan may be amended from time to
time by the Implementation Team as the team deems appropriate. Unanimous
written consent of the permanent members of the Implementation Team shall
be required for any action of the Implementation Team. An escalation
process will be put in place to support the resolution of disputed issues.
If the implementation Team and the escalation process are unable to resolve
the issue, the existing provisions of the Deployment Plan and Operations
Plan shall remain in full force and effect.
3.5 Further Coordination and Performance.
Except as otherwise agreed upon by the Parties, on a mutually agreed upon
day and time once a month during the Term of this Agreement, the
Implementation Team shall discuss the performance of the Parties under this
Agreement and apply the principles of the AT&T Supplier Performance Quality
Management System. At each such monthly session the Parties will discuss:
(i) the administration and maintenance of the interconnections and trunk
groups provisioned under this Agreement; (ii) the Parties' provisioning of
the services, network elements and ancillary functions provided under this
Agreement; (iii) the Parties' compliance with the DMOQs set forth in this
Agreement and any areas in which such performance may be improved; (iv) any
problems that were encountered during the preceding month or,
<PAGE>
Attachment
Page 6
anticipated in the upcoming month; (v) the reason underlying any such
problem and the effect, if any, that such problem had, has or may have on
the performance of the Parties; and (vi) the specific steps taken or
proposed to be taken to remedy such problem. In addition to the
foregoing, the Parties, through their representatives on the
Implementation Team or such other appropriate representatives, will meet
to discuss any matters that relate to the performance of this Agreement,
as may be requested from time to time by either of the Parties.
3.6. Operational Review
3.6.1. Representatives of AT&T and GTE will meet on a quarterly basis, beginning
with the end of the first quarter of 1997, to determine that the service
cycle of pre-ordering, ordering, provisioning, maintenance and billing
categories are addressed, including the following:
a) Interfaces and processes are operational and the agreed upon
numbers of AT&T Customers for residential and business Resale Services
are successfully completed per day;
b) Interfaces and processes are operational and the agreed upon
numbers of orders for Network Elements, Ancillary Functions and
Combinations are successfully completed per day;
c) Interfaces and processes are operational and the AT&T orders
for unbundled loops are successfully completed per day;
d) All agreed upon performance standards and DMOQs will be
reviewed with respect to the Implementation Plan.
3.6.2. If at any quarterly review it is determined that the requirements of this
Agreement and the Act are not being met, the Parties may invoke the
dispute resolution proceedings provided in Attachment 1 to this Agreement
where allowed by applicable regulatory orders.
<PAGE>
Attachment 12
Page 7
4. PROCESSES
---------
The Parties agree to implement the following processes as a means to
provide a mechanism for addressing the individual requirements of AT&T in
a specific state.
4.1 Bona Fide Request. The Parties may agree that certain services, including
features, capabilities, functionality, Network Elements, or Combinations,
are to be ordered through the use of customized Service Orders. In such
event, the Bona Fide Request Process described in Appendix 5 to this
Attachment will be followed.
4.2 New Services. AT&T may request from GTE that facilities, features,
capabilities, functionality or services that are not already available
under this Agreement at the time of such request be provided under this
Agreement by delivering a New Services Request to GTE in accordance with
the procedures described in Appendix 6 to this Attachment.
5. CAPACITY PLANNING
-----------------
5.1 The Parties negotiated and included in this Agreement common provisions
which are applicable to Local Services, Network Elements, including
Ancillary Functions and features, and Combinations, access to GTE's
poles, conduits and rights of way, and Interconnection Services for all
geographic areas in which GTE provides Telecommunications Services on a
national basis. However, the Parties recognize that certain provisions,
in addition to pricing, must be handled on a state specific basis to
address unique local requirements. These items are described below in
this Attachment.
5.1.1 By the end of Contract Month 1, AT&T will provide a forecast of the
quantities of Local Services, Network Elements, Combinations and
Ancillary Functions to be made available to AT&T during Contract Year 1
on a State-wide basis. The Parties shall meet during the last Contract
Month of each Contract Year to agree upon the quantities of Local
Services, Network Elements, Combinations and Ancillary Functions to be
made available to AT&T for the next Contract Year. These quantities shall
be sufficient to meet AT&T's anticipated requirements as communicated to
GTE. If GTE is not able to meet AT&T's forecast requirements at any time
during the term of this Agreement, GTE must document to AT&T within
fifteen (15) days of receiving AT&T's forecast the reasons why such
requirements cannot be met.
5.2 In addition, AT&T will furnish a per month quarterly forecast of service
order volumes, quantities of Local Services, Network Elements,
Combinations and Ancillary Functions on a State-wide basis. These
forecasts will be furnished at least one month before the beginning of
the quarter covered by the
<PAGE>
Attachment
Page 8
forecast. These projections will allow GTE to provide sufficient Staff for
the projected demand and to secure appropriate inventories to meet AT&T's
requirements. In the event that the first month of AT&T's next quarterly
forecast is greater than ten (10%) percent of the last month of the
current quarter forecast, AT&T will notify GTE promptly of the increased
order volume.
5.3 If AT&T actual order activity for a quarter is ten (10%) percent less than
stated in its forecast submission to GTE for that quarter, then financial
incentives as set forth in Appendix 2 will apply. If AT&T actual order
activity for a quarter exceeds the level stated in its forecast submission
to GTE for that quarter pursuant to Section 5.2 of this Attachment 12, then
as to such order activity in excess of forecast levels, the remedies
otherwise applicable for missed service order commitments in the Category 1
and Category 2 DMOQs and preparation of Gap Closure Plans shall not apply.
5.4 AT&T will provide forecasts as specified in Sections 5.1 and 5.2 on a
sub-State basis, provided, however, that AT&T will provide such forecasts
only after the Parties have mutually agreed on a definition of "sub-State"
and further provided, that no penalties shall apply to sub-State forecasts.
5.5 At the meeting to be held during the last Contract Month of each Contract
Year, AT&T will provide GTE with a two (2) year rolling forecast of its
growth requirements for Ancillary Functions that will be reviewed
jointly on a yearly basis.
<PAGE>
Attachment 12
Appendix 1
Page 1
APPENDIX 1
TO
ATTACHMENT 12
DMOQS
1. GENERAL
-------
The DMOQs in this Appendix are managed as part of the Supplier Performance
Quality Management System (SPQMS).
SPQMS requires that when the monthly results do not meet the performance
levels described in Appendix 2 to this Attachment, Gap Closure Plans shall
be implemented to improve performance. The intent of a Gap Closure Plan is
to identify and implement expeditiously those actions necessary to close
performance gaps to the acceptable levels of performance established by the
Parties under this Agreement and this Attachment. The Parties anticipate
that Gap Closure Plans will typically be of six to nine months' duration.
These Gap Closure Plans include:
- evaluation of the opportunity for continuous improvement, systems
enhancements and re-engineering;
- forecasted improvement to the desired DMOQ for each issue or
initiative;
- evaluation of pertinent changes in periodic results; and
- a date for compliance with AT&T's expected performance.
The Gap Closure Plans will be reviewed monthly, or more frequently as
updated data and analysis are available.
2. MEASUREMENTS
------------
The specific measurements which apply to this Agreement are described in
Appendix 2. The Parties agree to meet on an annual basis to discuss whether
changes should be made to any DMOQs or performance objectives.
3. PERFORMANCE INCENTIVES
----------------------
3.1. If either Party fails to meet an applicable Category 1 or 2 DMOQ for Three
(3) Contract Months in a Six (6) Month period, that Party must thereafter
submit to the other Party a draft of a Gap Closure Plan within thirty (30)
days of receipt of notice that the DMOQ(s) was (were) not met.
<PAGE>
Attachment
Appendix 1
Page 2
3.2 If either Party required under Section 3.1 preceding to deliver a draft
Gap Closure Plan to the other Party fails or fails within the prescribed
time period to do so, then the other Party shall receive a credit or
payment of Five Thousand Dollars ($5,000.00). Said payment or credit
shall be made within three (3) business days of the entitled Party's
demand therefor.
3.3 AT&T and GTE will agree upon an approval date for the Gap Closure Plan
within ten (10) days of the delivery of the draft Gap Closure Plan.
3.4 The Party subject to the Gap Closure Plan will commence implementation of
the Gap Closure Plan on its approval date. If that Party fails to meet
its commitments under the Gap Closure Plan, the other Party shall receive
a credit or payment, as appropriate, in the sum of up to Fifteen Thousand
dollars ($15,000) payable on demand within three (3) business days, as
described in Sections 3.4.1, 3.4.2 and 3.4.3 below.
3.4.1 Payment of Five Thousand Dollars ($5,000) for failure to implement the
process improvements outlined in the plan. The parties may with mutual
agreement modify the process improvements in the plan during the life of
the plan.
3.4.2 Payment of Five Thousand Dollars ($5,000) for failure to achieve
performance improvements by the completion date of the approved Gap
Closure Plan.
3.4.3 Payment of Five Thousand Dollars ($5,000) for failure to complete the Gap
Closure Plan on schedule.
3.5 GTE is committed to service parity at the start of AT&T's Local Service
operations. Both parties recognize that a sufficient volume of orders
must be processed before a DMOQ can exhibit with a degree of confidence
that parity does or does not exist.
The Parties agree to a "transition period" where process data will be
accumulated and discussed. This information will assist the
Implementation Team in their development and implementation of processes.
For national DMOQs, once AT&T's order volume reaches a level of one
hundred fifty (150) orders for three (3) consecutive months, a ninety
(90) day grace period will begin, with respect to the performance
incentives prescribed for each DMOQ under this Attachment. At the end of
that ninety (90) day grace period, those performance incentives shall
fully apply.
<PAGE>
Attachment 12
Appendix 1
Page 3
For State DMOQs, once AT&T's order volume reaches a level of one hundred
fifty (150) orders for the State for three (3) consecutive months, a
ninety (90) day grace period will begin, with respect to the performance
incentives prescribed for each DMOQ under this Attachment. At the end of
that ninety (90) day grace period, those performance incentives shall fully
apply.
3.6 The purpose of the payments described above are to serve as an incentive
for the Parties to improve their respective performance, not as a
substitute for either Party's right to institute dispute resolution
processes under Attachment 1 of this Agreement.
<PAGE>
Attachment 12
Appendix 2
Page 1
APPENDIX 2
TO
ATTACHMENT 12
DMOQ CATEGORIES
---------------
1. Category 1 DMOQs
----------------
1.1. Table 1 below lists the Category 1 DMOQs for each of the pre-ordering,
ordering and provisioning, interconnection, maintenance and repair,
forecasting, and billing classifications. For each Category 1 DMOQ
classification, column 1 indicates the number of the DMOQ within the
classification. Column 2 indicates which Party has the obligation to meet
the DMOQ performance measurement, with a "G" indicating a GTE obligation
and an "A" indicating an AT&T obligation. Column 3 indicates whether the
relevant DMOQ performance measurement data is compiled on a national level
("N"), by state ("S"), or by each occurrence of the DMOQ ("P"). Column 4
contains a description of each DMOQ within each classification. Column 5
describes, for each DMOQ, the performance measurement that applies to the
DMOQ. Column 6 shows the remedy that must be paid by the Party that has
the obligation to meet the DMOQ if that Party has failed to meet the
performance thresholds set forth in column 5.
1.2. The Parties agree to provide performance at or above the performance
thresholds for each applicable DMOQ as indicated in Table 1 following. Each
Party also agrees to pay to the other Party the remedies applicable to each
DMOQ for which it has an obligation to meet the performance thresholds but
has failed to do so.
<PAGE>
Attachment 12
Appendix, 2
Page 2
TABLE 1
-------
CATEGORY 1 DMOQs
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
DESCRIPTION MEASURE REMEDY
- --------------------------------------------------------------------------------
PRE-
ORDERING/ORDERING/
PROVISIONING
- --------------------------------------------------------------------------------
<S> <C> <C>
1 G N Prompt transmission 85% of CSRs sent to AT&T by the 5% of Average
of Customer Service close of business on business Non-Recurring
Record ("CSR") day following receipt of Charges incurred
Information request. by AT&T for the
number of CSRs
for which the
Quality Standard
not met in the
reported month.
- --------------------------------------------------------------------------------
2 G N Prompt transmission 85% of FOCs sent to AT&T by the 20% of Average
of Firm Order close of business on business Non-Recurring
Confirmation ("FOC") day following receipt of Charges incurred
request. by AT&T for the
lines ordered
for which GTE
failed to meet
the Quality
Standard in the
reported month.
- --------------------------------------------------------------------------------
3 G S Due Date Percent of AT&T Customer Waiver of the
commitments met install, transfer and change Average Non-
service orders for which service Recurring
is installed by close of Charge
business on the committed due installation
date is not more than 2.5 charges for the
percent below the percent of number of lines
GTE customer install, transfer by which GTE
and change service orders. fails to meet
the Quality
Standard in the
reported month.
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
Attachment 12
Appendix 2
Page 3
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
DESCRIPTION MEASURE REMEDY
- ---------------------------------------------------------------------------------------
<S> <C> <C>
4 G S % Reporting trouble Percent of AT&T customer install, One month's
within 30 days of the transfer and change service orders average recurring
date installed which are followed by a customer charge per trouble
trouble report within 30 days of report exceeding
service order completion date is not the Quality
more than 2.5 percent worse than Standard in the
the percent GTE customer install, reported month.
transfer and change service orders (not to exceed one
which are followed by a customer credit per
trouble report within 30 days of customer line per
service order completion date. month).
- ---------------------------------------------------------------------------------------
5 A S Service Order 80 percent of LSRs initiated by Payment by AT&T
Discrepancy: LSRs AT&T do not contain an order to GTE equal to
issued without discrepancy or error. Twelve (12) 20% of the
material errors. months after this measurement average non-
becomes effective, the metric shall recurring
change to 90 percent. installation
charges for the
number of lines by
which AT&T fails
to meet the Quality
Standard in the
reported month.
- ---------------------------------------------------------------------------------------
6 G N PIC Changes 85% of the time the PIC changes PIC change charge
completed within 24 will be completed within 24 hours. credit for all PIC
hours changes worse
than the quality
standard.
- ---------------------------------------------------------------------------------------
INTERCONNECTION
- ---------------------------------------------------------------------------------------
1 G S Trunk orders Percent of trunk orders by AT&T Waiver of 100% of
completed on or completed by GTE on or before the Average Non-
before the Committed commitment date is not more than Recurring Charges
Due Date. 10 percent below the percent of for trunks ordered
feature group B & D switched for which GTE
access orders by all ordering failed to meet the
companies completed by GTE on or Quality Standard
in the reported
- ---------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Attachment 12
Appendix 2
Page 4
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
DESCRIPTION MEASURE REMEDY
- ---------------------------------------------------------------------------------------
<S> <C> <C>
before the commitment date. month.
- ---------------------------------------------------------------------------------------
2 G N Firm Order Percent of trunk orders by AT&T Waiver of 20% of
Confirmation (FOC) completed by GTE on or before the Average Non-
time delivery commitment date is not more than 5 Recurring
percent below the percent of feature installation
group B & D switched access orders charges for trunks
by all ordering companies for which ordered for which
GTE sends FOC within 5 days. GTE failed to meet
the Quality
Standard in the
reported month.
- ---------------------------------------------------------------------------------------
3 A N Service Order 80% of ASRs initiated by AT&T do Charge equal to
Discrepancy: ASRs not contain a material error or 20% of Average
issued without result in a discrepancy. Twelve Non-Recurring
material errors. (12) months after this measurement Charges for
becomes effective, the metric shall installation of
change to 90 percent. trunks ordered for
which AT&T failed
to meet the Quality
Standard in the
reported month.
_______________________________________________________________________________________
4 G P Collocation: The time AT&T's collocated space The credit will be
Conditioning of is not available to AT&T for calculated by
space provided for installation of equipment by the dividing the
Collocation. agreed upon due date. monthly recurring
charge for such
collocated space
by 30, times the
number of days
delayed. This
penalty does not
apply if the delay
circumstances are
beyond GTE's
control.
- ---------------------------------------------------------------------------------------
5 G P Collocation: Outage The time AT&T's collocated AT&T will receive
of AT&T Equipment equipment is out of service due to an outage credit
- ---------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Attachment 12
Appendix 2
Page 5
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
DESCRIPTION MEASURE REMEDY
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Collocated in GTE GTE's failure to comply with its calculated by
space. obligations under this agreement. dividing the
monthly recurring
charge for such
collocated space
by 30, times the
number of days of
outage. This
penalty does not
apply if the delay
circumstances are
beyond GTE's
control.
- ---------------------------------------------------------------------------------------
6 G P Rights of Way When ROW, Conduit and Pole- AT&T will receive
(ROW), Conduit and Attachments are not available to a credit in the
Pole Attachments AT&T by the agreed upon due date. amount
Availability. proportionate to
the length of the
delay. The credit
will be calculated
by dividing the
annual rental
charge by 365
times the number
of days delayed.
This penalty does
not apply if the
delay
circumstances are
beyond GTE's
control.
- ---------------------------------------------------------------------------------------
MAINTENANCE/REPAIR
- ---------------------------------------------------------------------------------------
1 G S Percent commitments Percent of AT&T customer network One month's flat
met. trouble reports where commitment rate average
met was more than 2.5 percent recurring charge
worse than the percent of GTE per line out of
customer network trouble reports service for which
where commitment was met Quality Standard
is
- ---------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Attachment 12
Appendix 2
Page 6
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
DESCRIPTION MEASURE REMEDY
- ---------------------------------------------------------------------------------------
<S> <C> <C>
(excluding reports which are cleared not met in the
CPE, AT&T Customer error). reported month.
- ---------------------------------------------------------------------------------------
2 G S Average clearing Average repair time (total number of One month's flat
time - out of service elapsed hours/minutes for out of rate average
- Designed. service AT&T Customer network recurring charge
trouble reports divided by total per line out or
number out of service customer service for which
network trouble reports) for AT&T Quality Standard
Customers is more than 10 percent not met in the
more than the average repair time reported month.
for GTE Customers (includes only
"designed" services).
- ---------------------------------------------------------------------------------------
3 G S Average clearing Average repair time (total number One month's flat
time - out of service of elapsed hours/minutes for out of rate average
- non-designed service customer network trouble recurring charge
reports divided by total number out per line out of
of service customer network trouble service for which
reports) for AT&T Customers is Quality Standard
more than 10 percent more than the not met in the
average repair time for GTE reported month.
customers (includes only POTS and
circuits which do not require a
design).
- ---------------------------------------------------------------------------------------
4 G S Percent reports per Percent of AT&T Customers making One month's flat
100 (failure trouble reports (total number of rate average
frequency) AT&T Customer network trouble recurring charge
reports divided by the total access per line out of
lines multiplied by 100) is not service for which
worse than 0.5 percentage points Quality Standard
than the percent of GTE customers not met in the
making trouble reports. reported month.
- ---------------------------------------------------------------------------------------
5 G S Percent repeat Percent of AT&T Customer repeat One month's flat
reports in 30 days trouble reports (total number of rate average
AT&T Customer network trouble recurring charge
reports which had a previous per line out of
network trouble report within the service for which
last 30 days divided by the total Quality Standard
number
- ---------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Attachment 12
Appendix 2
Page 7
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
DESCRIPTION MEASURE REMEDY
- ----------------------------------------------------------------------------------------
<S> <C> <C>
of customer network trouble reports not met in the
multiplied by 100) is not more than reported month.
2.5 percent worse than the percent
of GTE customer repeat trouble
reports.
- ----------------------------------------------------------------------------------------
FORECASTING
- ----------------------------------------------------------------------------------------
1 A S Resale requirements Volume of AT&T's resale 20 percent of the
accurately forecast. requirements in a month is not Average Non-
greater than 10% below the amount Recurring Charges
forecast by AT&T in its most recent for the number of
quarterly forecast (which shall have service units
been made not later than 30 days below the forecast
prior to the quarter in question.) when the actual
volume is greater
than 10% and less
than or equal to
30% under
forecast.
40 percent of the
Average
Non-Recurring
Charges for the
number of service
units below the
forecast when the
actual volume is
greater than 30%
and less than or
equal to 40%
under forecast.
50 percent of the
Average
Non-Recurring
Charges for the
number of service
units below
- ----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Attachment 12
Appendix 2
PAGE 8
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
DESCRIPTION MEASURE REMEDY
- ---------------------------------------------------------------------------------------
<S> <C> <C>
the forecast when
the actual volume
is over 40% under
the forecast.
- ---------------------------------------------------------------------------------------
BILLING
- ---------------------------------------------------------------------------------------
1 G N Advance notification GTE agrees to develop, within six GTE will credit
of late billing months of the Effective Date, a AT&T's national
associated with the Quality Standard for the percent of resale bill by
wholesale bill. notifications received by AT&T prior $5,000 per month
to late billing based upon a for each month
mutually agreed upon financially in which
significant threshold. The commitment is
documentation provided prior to late not met.
billing must include: 1) the
anticipated bill date and 2)
a reasonably accurate estimate of
the adjustment or charge.
- ---------------------------------------------------------------------------------------
2 G N Timeliness: Delivery GTE agrees to make by March 30, GTE will credit
of mechanized Customer 1997, an initial assessment of AT&T's national
Service Record (CSR) its capability to measure the resale bill by
for wholesale billing percent of CSRs received within $5,000 per month
verification. 10 days of the actual bill date. for each month
The Implementation Team will in which
determine the appropriate percent commitment is
of CSRs to be delivered on time. not met.
- ---------------------------------------------------------------------------------------
</TABLE>
1.3. Outage Credits
1.3.1 Local Services, Network Elements and Combinations: Outage credits apply
to interruptions of Local Services, Network Elements or Combinations,
in accordance with applicable state Public Service Commission
requirements.
1.3.1.1 If a Local Service, Network Element or Combination is interrupted, AT&T
will be entitled to outage credits. An interruption period begins when
AT&T reports to GTE that a Local Service, Network Element or
<PAGE>
Attachment 12
Appendix 2
Page 9
Combination is interrupted (or GTE has knowledge that an interruption
has occurred through service monitoring or other means). An
interruption period ends when the Local Service, Network Element or
Combination is repaired and returned to AT&T. A Local Service, Network
Element or Combination is considered to be interrupted when there has
been a loss of continuity, the Local Service, Network Element or
Combination does not operate in accordance with the applicable service
standards, or it is otherwise unavailable for use by AT&T. This
definition is not intended to conflict with state Public Utility
Commission requirements.
1.3.1.2 The Implementation Team will evaluate if and set the amount of outage
credits for unbundled Network Elements and Combinations and determine
when they should apply.
<PAGE>
Attachment 12
Appendix 2
Page 10
2. Category 2 DMOQs
----------------
2.1 Table 2 below lists the Category 2 DMOQs for each of the pre-ordering,
maintenance, and billing classifications. For each Category 2 DMOQ
classification, column 1 indicates the number of the DMOQ within the
classification. Column 2 indicates which Party has the obligation to meet
the DMOQ performance measurement, with a "G" indicating a GTE obligation
and an "A" indicating an AT&T obligation. Column 3 indicates whether the
relevant DMOQ performance measurement data is compiled on a national level
("N"), by state ("S"), or by each occurrence of the DMOQ ("P"). Column 4
contains a description of each DMOQ within each classification. Column 5
describes, for each DMOQ, the performance measurement that applies to the
DMOQ.
2.2 The Parties agree to provide performance at or above the performance
thresholds for each applicable DMOQ as indicated in Table 2 following.
TABLE 2
-------
CATEGORY 2 DMOQs
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
DESCRIPTION MEASURE
- --------------------------------------------------------------------------------
<S> <C> <C>
PRE-
ORDERING/ORDERING/PROVISIONING
- --------------------------------------------------------------------------------
1 G N Average speed of answer per 80% of the time GTE will
inquiry by GTE's call center within answer within 20 seconds
20 seconds.
- --------------------------------------------------------------------------------
MAINTENANCE
- --------------------------------------------------------------------------------
1 G S Average speed of answer per 80% of the time GTE will
inquiry by GTE's call center within answer within 20 seconds.
20 seconds
- --------------------------------------------------------------------------------
BILLING
- --------------------------------------------------------------------------------
1 G N Timeliness: Charges billed in GTE agrees to make, by
current wholesale billing period March 30, 1997, an initial
for flat rated services. assessment of its capability
to measure the percent of
dollar amount due for service
orders billed in the current
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
Attachment 12
Appendix 2
Page 11
- --------------------------------------------------------------------------------
billing period in which the service
order was completed and provide
such assessment to AT&T so the
Parties can agree on and establish
performance thresholds.
- --------------------------------------------------------------------------------
2 G N Timeliness: Charges billed within GTE agrees to make, by March 30,
90 days for usage charges. 1997, an initial assessment of its
capability to measure the percent
of dollar amount due for usage
charges billed within 90 days from
the date the service was rendered
and provide such assessment to AT&T
so the Parties can agree on and
establish performance thresholds.
- --------------------------------------------------------------------------------
3 G N Accuracy: Financial accuracy of GTE agrees to make, by March 30,
local OCC bills. Financial accuracy 1997, an initial assessment of its
is the percent of total net dollars capability to measure the percent
correctly billed. of total net dollars accurately
billed, excluding bill correcting
adjustments resulting from AT&T's
inaccurate LSRs, and provide such
assessment to AT&T so the Parties
can agree on and establish
performance thresholds.
- --------------------------------------------------------------------------------
4 G N Timeliness: Making corrections GTE agrees to make, by March 30,
and adjustments within agreed 1997, an initial assessment of its
timeframes. capability to measure the percent
of all corrections and adjustments
made within agreed timeframes and
provide such assessment to AT&T so
the Parties can agree on and
establish performance threshold.
- --------------------------------------------------------------------------------
5 G N Customer Usage Data: File Transfer: Meets Expectations: 6 months of
GTE will initiate and transmit all file transfers without a failure.
files error free and without loss of
signal. Note: During the first 6 months
after the Effective Date.
- --------------------------------------------------------------------------------
6 G N Customer Usage Data: Timeliness: GTE's initial service performance
Delivery of all messages delivered threshold will be 94% of all
within 5 days of when the message messages delivered within 5 days
was recorded. from when the message was recorded.
GTE agrees to make, by March 30,
1997, an initial assessment as to
what a parity level of performance
should be.
- --------------------------------------------------------------------------------
<PAGE>
Attachment
Appendix 2
Page 12
- --------------------------------------------------------------------------------
Within six months of the contract
Effective Date, the Parties will
agree on an ongoing performance
measure and associated penalties.
- --------------------------------------------------------------------------------
8 G N Customer Usage Data: Accuracy of An initial service delivery
transmitted customer usage data. threshold will be established at
99% of recorded usage data
correctly transmitted to AT&T. GTE
agree to make, by March 30, 1997 an
initial assessment as to what a
parity level of performance should
be. Within six months of the
contract effective date, the
Parties will agree on an ongoing
performance measure and associated
penalties.
- --------------------------------------------------------------------------------
<PAGE>
Attachment 12
Appendix 2
Page 13
3. Category 3 DMOQs
3.1 Table 3 below lists the Category 3 DMOQs for each of the pre-ordering,
ordering and provisioning, maintenance, and billing classifications. For
each Category 3 DMOQ classification, column 1 indicates the number of the
DMOQ within the classification. Column 2 indicates which Party may have
the obligation to meet the DMOQ performance measurement, with a "G"
indicating a potential GTE obligation, an "A" indicating a potential AT&T
obligation and "T" indicating the party is to be determined. Column 3
indicates whether the relevant DMOQ performance measurement data might be
compiled on a national level ("N"), by state ("S"), or by each occurrence
of the DMOQ ("P"). Column 4 contains a description of each DMOQ within
each classification.
3.2 The Parties agree to form an Implementation Team pursuant to Section 3.2
of Attachment 12, to consider and determine whether each Category 3 DMOQ
shall be reclassified as a Category 1 or Category 2 DMOQ or should be
removed as a Category 3 DMOQ without reclassification. If the
Implementation Team agrees to reclassify a Category 3 DMOQ as either a
Category 1 or Category 2 DMOQ, the Implementation Team will also establish
a performance threshold and performance remedies for that DMOQ. The
Implementation Team will set a schedule for considering and determining
any such reclassifications under this Paragraph no later than six months
after the Effective Date of this Agreement.
TABLE 3
CATEGORY 3 DMOQs
- --------------------------------------------------------------------------------
DESCRIPTION
- --------------------------------------------------------------------------------
PRE-ORDERING/ORDERING/PROVISIONING
- --------------------------------------------------------------------------------
1 A N Service Order Discrepancy: LSRs issued without material errors. The
Implementation Team will evaluate and produce a plan to migrate from the
90% performance threshold to the 95% target performance threshold.
- --------------------------------------------------------------------------------
2 G N Real Time Solution: Tracks the time required to receive one or more
telephone numbers via a system interface. The interval starts with the
request message leaving AT&T's system and ends with the response message
arriving at AT&T's system. The DMOQ tracks the percentage of intervals
that are less than 5 seconds.
- --------------------------------------------------------------------------------
<PAGE>
Attachment ?
Appendix 2
Page 14
- --------------------------------------------------------------------------------
DESCRIPTION
- --------------------------------------------------------------------------------
3 T N Real Time Solution: Tracks the time required to receive address
confirmation information via a system interface.
- --------------------------------------------------------------------------------
4 T N Real Time Solution: Service Availability Inquiry Time.
- --------------------------------------------------------------------------------
5 T N Real Time Solution: Feature Availability Inquiry Time
- --------------------------------------------------------------------------------
6 T N Real Time Solution: Appointment Schedule Inquiry Time.
- --------------------------------------------------------------------------------
7 T N Real Time Solution: Customer Service Record (CSR) Inquiry Time.
- --------------------------------------------------------------------------------
8 T N Disconnect Order Completion Interval. Measures how long it takes to
complete a disconnect. Residence: within twenty-four (24) hours after
acceptance of a service order. Business: Within four (4) hours after
acceptance of a service order if a software change is required.
Business: Within twenty-four (24) hours after acceptance of a service
order if a central office change is required. Business: Within ninety-
six (96) hours after acceptance of a service order if a customer
premises visit is required.
- --------------------------------------------------------------------------------
9 T N Installation line energizing commitments (request for establishment or
changes in non-key, non-PBX and party line services that normally
involve plant activity.
- --------------------------------------------------------------------------------
1 G N PIC Migration: Measures the percent of migration notifications sent to
0 AT&T within forty-eight (48) hours of receipt of the migration order. As
a measurement of performance standards, this metric will comply with the
specific performance level shown below. Measurements will be calculated
by Business (single and multi-line, Centrex, PBX trunks), Residence,
LINK and ISDN.
- --------------------------------------------------------------------------------
1 G N Directory Assistance: Tracks the levels of Directory Assistance
1 performance levels for resold services and unbundled network elements.
- --------------------------------------------------------------------------------
1 G N GTE shall provide LIDB performance standards. AT&T will specify
2 expectations of performance such as 1) at least 99.9% reply rate to all
query attempts; 2) Data in LIDB replys shall have at no more than 2%
unexpected data value, for all inquiries.
- --------------------------------------------------------------------------------
1 A S Forecasting. Implementation Teams will work together to define sub-
3 state forecasting levels. The Parties agree that no penalties shall
apply to any sub-state levels that may be defined by the Implementation
Team.
- --------------------------------------------------------------------------------
MAINTENANCE
- --------------------------------------------------------------------------------
1 G S Quoted restoral commitments met.
- --------------------------------------------------------------------------------
<PAGE>
Attachment 12
Appendix 2
Page 15
- --------------------------------------------------------------------------------
DESCRIPTION
- --------------------------------------------------------------------------------
2 G S Status Call to AT&T: when restoral commitments are missed, on trouble
progress, or on restoration.
- --------------------------------------------------------------------------------
3 T S Network event with blocked calls or lost features within one hour.
- --------------------------------------------------------------------------------
4 G S Time to Restore
- Out of Service & Visit Required at 4, 8, or 16 hours after initial
outage.
- Out of Service & No Visit required at 2, 3, or 4 hours after initial
outage.
- All Other Troubles at twenty-four (24) hours after initial outage.
- --------------------------------------------------------------------------------
BILLING
- --------------------------------------------------------------------------------
1 G N Timeliness: GTE will mechanically transmit, via Connect: Direct, all
usage records to AT&T's Message Processing Center three times per day at
expected performance threshold of 99.94% of all messages delivered on
the day the call was recorded.
- --------------------------------------------------------------------------------
2 G N Accuracy: GTE will provide Recorded Usage Data in the format and with
the content as defined in the current Bellcore EMR document of expected
performance threshold of 99.99% of all recorded records delivered.
- --------------------------------------------------------------------------------
3 G N DATA PACKS: GTE will transmit to AT&T all data packs error free in the
format agreed at an expected performance threshold of 6 months of
transmitted data packs without a rejected data pack.
- --------------------------------------------------------------------------------
4 G N Accuracy: Recorded Usage Data: GTE will ensure that the Recorded Usage
Data is transmitted to AT&T error free, the level of detail includes but
is not limited to: detail required to rate the call, Duration, and
Correct Originating/Terminating information. The error is reported to
GTE as a Modification Request (MR). Performance is to be measured at 2
levels defined below. AT&T will identify the priority of the MR at the
time of handoff as Severity 1 or Severity 2 at expected performance
threshold of less than or equal to 99% of the MR fixed in less than or
equal to twenty-four (24) hours and 100% of the MR fixed in less than
or equal to 5 days.
- --------------------------------------------------------------------------------
5 G N Usage Inquiry Responsiveness: GTE will respond to all usage inquiries
within twenty-four (24) hours of AT&T's request for information. It is
AT&T's expectation to receive continuous status reports until the
request for information.
- --------------------------------------------------------------------------------
<PAGE>
Attachment
Appendix 2
Page 16
- --------------------------------------------------------------------------------
DESCRIPTION
- --------------------------------------------------------------------------------
is satisfied.
- --------------------------------------------------------------------------------
6 G N Business and Residence Mechanized wholesale bills adhere to
specifications in the (Local Services Billing System e.g. CABS, BOS,
SAIR, CRIS, etc.) specifications/requirements document. Accurate bills
are those mechanized access bills which pass AT&T's validation edit
process the first time at expected performance threshold of less than or
equal to 99.5%.
- --------------------------------------------------------------------------------
7 T N Business and Residence: Billing Period Closure agreements are signed
within the agreed timeframe (typically 60 to 90 days) at expected
performance threshold of 100% per agreed timeframe.
- --------------------------------------------------------------------------------
<PAGE>
Attachment 12
Appendix 3
Page 1
APPENDIX 3
TO
ATTACHMENT 12
AT&T SUPPLIER PERFORMANCE QUALITY MANAGEMENT SYSTEM
AT&T's approach to quality and reliability focuses on the attainment of
excellence for products and services ordered from its suppliers and used by
AT&T. This excellence is the result of a systematic effort that is sustained
over time.
1. Quality Manual
By the end of Contract Month 4, GTE will develop a Quality Manual that addresses
the requirements described herein for the following:
. Management Responsibility and Support
. Quality System
. Document Control
. Process Control
. Product Development Control
. Alignment of Process Output with Agreed-to Requirements
. Identification of Non-conforming Product or Service
. Analysis of the Identified Non-conformance
. Corrective Action Plans
. Quality Records
. Audits and Reviews
. Training
The Quality Manual will be updated by GTE from time to time as additional
process are identified. The Quality Manual and its revisions are subject to
review and approval by AT&T.
2. Process Ownership
For each process identified in the Quality Manual, GTE will identify those
individuals and organizations who have management responsibilities for each
process which affects services to be provided to AT&T by GTE.
<PAGE>
Attachment
Appendix 3
Page 2
The initial individuals and organizations will be identified by GTE by the end
of Contract Month 1. GTE shall provide prompt updates to AT&T of changes in
personnel, organization or linkages.
3. Process Definition
For each process included in the Quality Manual, the following items will be
addressed:
a) input requirements;
b) value-added process functionality; and
c) output requirements which meet customer satisfaction
4. Measurement System
The Quality Manual will define the Measurement System to be used to obtain
the data necessary to verify that DMOQs have been met, and to provide data
needed to perform source cause and root cause analyses.
Changes to the agreed upon Measurement System must be reviewed with and
concurred by AT&T prior to their implementation, GTE will review metrics on a
monthly basis with AT&T and will be available for review and analysis, as
mutually agreed to be necessary, for all services. Measures shall be AT&T
specific and support AT&T service performance requirements.
5. Improvement Plan Implementation
GTE will establish monthly service performance and improvement reviews with
AT&T.
Documentation will include Gap Closure Plans which result in compliance with
agreed to performance standards and include:
a) evaluation of the opportunity for continuous improvement, systems
enhancements and re-engineering;
b) forecasted improvement to the desired Direct Measure of Quality (DMOQ)
for each issue or initiative;
c) current and improved upon processes,
d) control processes which GTE management will use for the transitional
period;
e) evaluation of pertinent changes in periodic (monthly, weekly) results;
f) opportunities for source and root cause analyses; and
g) a date for compliance with Gap Closure Plans implementation.
<PAGE>
Attachment 12
Appendix 3
Page 3
These Gap Closure plans will be reviewed monthly or, more frequently as
updated data and analyses are available.
6. AT&T Leadership Reviews
GTE Senior Leadership shall meet with AT&T on at least a quarterly basis. GTE
shall assure that resources are provided within GTE to support implementation of
the Supplier Quality Performance Management Program.
7. Integration of AT&T Requirements
GTE will integrate the techniques of the Supplier Quality Performance Management
Program described in this Appendix 3 in all aspects of the work that it performs
on AT&T's behalf.
<PAGE>
Attachment 12
Appendix 4
Page 1
APPENDIX 4
TO
ATTACHMENT 12
DEPLOYMENT PLAN
1. DEPLOYMENT PLAN ACTIVITIES:
The Parties agree to complete the activities applicable to them no later
than the times indicated for said completion on the following Table:
- --------------------------------------------------------------------------------
CONTRACT ACTIVITY
MONTH*
- --------------------------------------------------------------------------------
EFFECTIVE DATE FINAL AGREEMENT ON DMOQS AND SERVICE GUARANTEES.
- --------------------------------------------------------------------------------
Month 1
1. Identification of individuals and organizations with
management responsibilities (the Implementation Team) as
described in Appendix 3 to Attachment 12.
2. Agreement on Supplier Performance Quality Management
System. (SPQMS), Deployment Plan, activities, Milestones, and
Implementation Schedule.
3. Capacity planning for Contract Year 1 completed as
described in Section 7 to Attachment 12.
4. Agreement on escalation and expedite procedures as
described in Section 30.2.2 of the Agreement.
5. GTE furnishes a list of all emergency telephone numbers as
described in Section 28.8 of the Agreement.
6. Appointment of a standing arbitrator as described in
Attachment 1.
Month 2 1. Identification of single points of contact as described in
and within Section 30 of the Agreement, Section 13 of
Attachment 2, Sections 3 and 4 of Attachment 3, Section 2 of
Attachment 4, Section 9 of Attachment 5, Section 2 of
Attachment 6C, Section 5 of Attachment 7. and other Agreement
or Attachment sections in this Agreement providing for such
single points of contact.
2. GTE proposes the process for handling requests for new
services, features and/or capabilities as described in Section
4.2 of Attachment 12.
- --------------------------------------------------------------------------------
_____________
*Unless indicated to be a specific date.
<PAGE>
Attachment
Appendix 4
Page 2
- -------------------------------------------------------------------------------
MONTH 3 1. Agreement on the procedures to handle law enforcement agency
requests as described in Section 28.11 of this Agreement.
MONTH 4 1. Quarterly SLT Review of SPQMS with GTE.
2. Development of Quality Manual as described in Appendix 3 to
Attachment 12.
- --------------------------------------------------------------------------------
MONTH 5 1. GTE will finalize the process for handling requests for new
services, features and/or capabilities as described in Section 4.2 of
Attachment 12.
2. Finalize Operations Plan as provided in Section 3.3 of Attachment
12.
- --------------------------------------------------------------------------------
MONTH 7 1. Quarterly SLT Review of SPQMS with GTE.
- --------------------------------------------------------------------------------
MONTH 10 1. Quarterly SLT Review of SPQMS with GTE.
- --------------------------------------------------------------------------------
MONTH 11 1. Annual Review of Performance Results Gap Closure plans per SPQMS.
2. Annual Capacity Planning for Contract Year 2 is completed as
described in Section 7 to Attachment 12.
- --------------------------------------------------------------------------------
2. The Parties agree to negotiate by the end of Contract Month 4, additional
requirements and milestones which relate to those obligations of GTE in
this Agreement that are not addressed in the Deployment Plan, including,
but not limited to, the implementation of the following:
. Electronic Interfaces as described in Section 29.1 of the Agreement and
Section 5.1 of Attachment 4.
. Alternative Routing Capabilities as described in Section 28 of the
Agreement.
. Service and Operational Readiness Testing as described in Attachment
29.8 of the Agreement.
. Alternative Interim Agreement for Local Service bills as described in
Section 3 of Attachment 6A.
. Procedures for notifying AT&T of changes in retail services as described
in Section 25.6 of the Agreement.
. Procedures for referring misdirected requests for AT&T products and
services as described in Section 29.3 of the Agreement.
. Customer contact training as described in Section 29.6.6 of the
Agreement.
. Procedures for referrals of misdirected calls for repair as described in
Section 8 of Attachment 5.
. Replication of Access Billing Supplier Quality Certification Operating
Agreement as described in Section 2.1.2 of Attachment 6.
. Interim arrangements for clearinghouse procedures as described in
Section 9 of Attachment 7.
. Disaster recovery plans as described in Section 7 of Attachment 5.
. Route Indexing (RI) as described in Section 2.3 of Attachment 8.
<PAGE>
Attachment 12
Appendix 4
Page 3
. Processes for service ordering and provisioning of Local Services,
Network Elements and Combinations.
. Processes for maintenance of Local Services, Network Elements and
Combinations.
<PAGE>
Attachment 12
Appendix 5
Page 1
APPENDIX 5
TO
ATTACHMENT 12
BONA FIDE REQUEST PROCESS
1. Intent
The Bona Fide Request process is intended to be used when AT&T requests
customized Service Orders for certain services, features, capabilities or
functionality defined and agreed-upon by the Parties as services to be ordered
as Bona Fide Requests.
2. Process
2.1 A Bona Fide Request shall be submitted in writing by AT&T and shall
specifically identify the need to include technical requirements, space
requirements and/or other such specifications that clearly define the
request such that GTE has sufficient information to analyze and prepare a
response.
2.2 Although not expected to do so, AT&T may cancel a Bona Fide Request in
writing at any time prior to AT&T and GTE agreeing to price and
availability. GTE will then cease analysis of the request.
2.3 Within two (2) business days of its receipt, GTE shall acknowledge in
writing the receipt of the Bona Fide Request and identify a single point of
contact and any additional information needed to process the request.
2.4 Except under extraordinary circumstances, within ten (10) days of its
receipt of a Bona Fide Request, GTE shall provide a proposed price and
availability date, or it will provide a detailed explanation as to why GTE
is not able to meet AT&T's request. If extraordinary circumstances
prevail, GTE will inform AT&T as soon as it realizes that it cannot meet
the ten (10) day response due date. AT&T and GTE will then determine a
mutually agreeable date for receipt of the request.
<PAGE>
Attachment 12
Appendix 5
Page 2
2.5 Unless AT&T agrees otherwise, all proposed prices shall be consistent
with the pricing principles of the Act, FCC and/or the Commission. Payments
for services purchased under a Bona Fide Request will be made upon
delivery, unless otherwise agreed to by AT&T, in accordance with the
applicable provisions of the Agreement.
2.6 Upon affirmative response from GTE, AT&T will submit in writing its
acceptance or rejection of GTE's proposal. If at any time an agreement
cannot be reached as to the terms and conditions or price of the request,
the Dispute resolution procedures described in Attachment 1 may be used by
a Party to reach a resolution.
2.7 If GTE responds that it cannot or will not offer the requested item in
the Bona Fide Request and AT&T deems the item essential to its business
operations, and deems GTE's position to be inconsistent with the Act, FCC
or Commission regulations and/or the requirements of this Agreement, the
Dispute resolution procedures described in Attachment 1 may be used by a
Party to reach a resolution.
<PAGE>
Attachment 12
Appendix 6
Page 1
APPENDIX 6
TO
ATTACHMENT 12
NEW SERVICES PROCESS
The Parties shall work cooperatively to establish a New Services Process with
the objective of having this process in place within six (6) months following
approval of this Agreement.
This process shall include consideration of the following principles:
1) AT&T will implement the process by submitting a request to GTE that
defines the new services, features and/or capabilities in sufficient detail
to permit GTE to analyze the request and prepare a preliminary response.
2) As part of the preliminary response, GTE will advise AT&T whether or
not the request is technically feasible. If the requested service, feature
and/or functionality is technically feasible, GTE will advise AT&T whether
or not it is prepared to proceed with development and, if so, furnish a
preliminary price estimate for the service, feature and/or functionality.
3) Upon affirmative response from GTE, AT&T will submit in writing its
acceptance or rejection of GTE's proposal. If at any time an agreement
cannot be reached as to the terms and conditions or price of the request,
the Dispute resolution procedures described in Attachment 1 may be used by
a Party to reach a resolution.
4) AT&T and GTE will jointly participate in the development of the new
service, feature and/or functionality, using an agreed upon implementation
plan.
5) Payments for the new service, feature and/or functionality will be made
upon delivery, unless otherwise agreed to by AT&T, in accordance with the
applicable provisions of the Agreement.
<PAGE>
Attachment
Appendix 6
Page 2
6) If GTE responds that it cannot or will not offer the requested service,
feature and/or functionality and AT&T deems the item essential to its
business operations, and deems GTE's position to be inconsistent with the
Act, FCC or Commission regulations and/or the requirements of this
Agreement, AT&T may use the Dispute resolution procedures described in
Attachment 1 to reach a resolution.
<PAGE>
ATTACHMENT 13
-------------
PRINCIPLES FOR IMPLEMENTING
ELECTRONIC INTERFACES FOR
OPERATIONS SUPPORT SYSTEMS
TABLE OF CONTENTS
1. PREORDERING................................................. 1
2. ORDERING AND PROVISIONING INFORMATION EXCHANGE.............. 2
3. MAINTENANCE AND REPAIR...................................... 4
4. LOCAL ACCOUNT MAINTENANCE................................... 5
5. TESTING AND ACCEPTANCE...................................... 6
6. JOINT IMPLEMENTATION AGREEMENT DEVELOPMENT.................. 6
<PAGE>
Attachment 13
Page 1
1. PREORDERING
1.1 Transaction-Based Information Exchange
--------------------------------------
The Parties agree that preordering information exchange will be
transmitted over the same interface according to the same content
definition both for resold GTE services and for services provided using
UNE. AT&T and GTE will work together to establish a transaction-based
electronic communications interface. Both Parties will diligently pursue
completing mutually consistent translations within six (6) months after
the Effective Date of this Agreement and proceed to systems readiness
testing that will result in a fully operational interface for local
service delivery within one (1) year from the Effective Date of this
Agreement. AT&T and GTE agree to adapt the interface based upon evolving
industry standards. Changes to ATIS guidelines and standards relevant to
Transaction-Based Pre-Order information exchange will be implemented
based upon a mutually agreeable schedule, but in no case will the time
for adoption, including testing of the changes introduced, extend more
than 6 to 12 months beyond the date of initial closure by the relevant
ATIS committee or subcommittee. This preceding target implementation
obligation may be modified by mutual agreement.
1.2 Batch Data Information Exchange
-------------------------------
GTE will accept AT&T's request for an initial batch feed of information
related to Switch/Feature Availability and Street Address Guide (or
equivalent) data and relationship file information via an agreed upon
format. At a minimum, this batch feed will include switch/feature
availability, including but not limited to type of switching equipment
and active features, and a means to reliably correlate a customer address
with the assigned servicing office of GTE. AT&T and GTE agree to adapt
the interface based upon evolving industry standards. Changes to ATIS
guidelines and standards relevant to Batch Pre-Ordering Information
Exchange will be implemented based upon a mutually agreeable schedule,
but in no case will the time for adoption, including testing of the
changes introduced, extend more than 6 to 12 months beyond the date of
initial closure by the relevant ATIS committee or subcommittee. This
preceding target implementation obligation may be modified by mutual
agreement.
1.2.1 GTE will transmit the initial batch feed of the data within three (3)
Business Days of receipt of the initial request by AT&T. In addition, GTE
will provide complete refreshes of the data on a mutually agreeable
monthly schedule. GTE will send the initial batch feed and subsequent
monthly updates electronically over a mutually agreeable file transfer
network (e.g., the Network Data Mover Network) using a mutually
acceptable file transfer protocol. AT&T and GTE will translate necessary
data elements used in their internal processes into mutually agreeable
and consistent file formats and
<PAGE>
Attachment 13
Page 2
record layouts. Both parties will diligently pursue completion of the
definition of file formats, record layout and information content within
six (6) months after the Effective Date of this Agreement and proceed to
systems readiness testing that will result in a fully operational
interface within one (1) year from the Effective Date of this Agreement.
2. ORDERING AND PROVISIONING INFORMATION EXCHANGE
2.1 AT&T Resells GTE Telecommunications Service(s)
----------------------------------------------
The exchange of information relating to the ordering and provisioning of
local service, when AT&T is the customer of record for the resold
service(s), will be based upon the most current interpretations of the
American National Standards Institute (ANSI) Accredited Standards
Committee (ASC) X12 Standards as documented by the Service Order
Subcommittee (SOSC) of the Telecommunications Forum/Electronic Data
Interexchange (TCIF/EDI) committee. AT&T and GTE agree to adapt Ordering
and Provisioning Information Exchange based upon evolving industry
standards for formsbased information exchange, using Local Service
Request (LSR) Form, End User Information Form, the Resale Service Form
and any other relevant form developed by the OBF. In accordance with OBF,
SOSC forms and transaction codes (i.e. 850, 860, 855, 865 and 977), GTE
and AT&T agree to convey all necessary data to connect, modify or
disconnect retail local services of GTE that AT&T resells. AT&T and GTE
will translate ordering and provisioning requests originating in their
internal processes into the agreed upon forms and industry transactions.
Both parties will diligently pursue completion of mutually consistent
translations within six (6) months after the Effective Date of this
Agreement and proceed to systems readiness testing that will result in a
fully operational interface for local service delivery within one (1)
year from the Effective Date of this Agreement.
Changes to guidelines and standards relevant to ordering of services for
resale will be implemented based upon a mutually agreeable schedule, but
in no case will the time for adoption, including testing of the changes
introduced, extend more than 6 to 12 months beyond the date of initial
closure by the relevant ATIS committee or subcommittee. This preceding
target implementation obligation may be modified by mutual agreement.
2.2 AT&T Provides Service Using GTE Unbundled Network Elements
----------------------------------------------------------
2.2.1 The Parties understand and agree that baseline information such as a main
billing account, intercompany contact points, the 800 number for GTE to
transfer a misdirected end user UNE customer's call, geographic coverage
for common use UNE, and other mutually agreeable information is required
prior to the first UNE customer specific order. The Parties also agree to
document, in the Joint Implementation Agreement, the relevant information
from the
<PAGE>
Attachment 13
Page 3
AT&T Infrastructure Footprint Form and the GTE CLEC Profile into a
mutually acceptable notification mechanism. GTE will respond to the
initial notification request with a batch feed of information related to
Switch/Feature Availability and Street Address Guide (SAG) and
relationship file that are further discussed in Section 1 (PREORDERING).
AT&T and GTE may mutually agree to use an alternative format for exchange
of Footprint Order related information, provided that the same
information content is delivered. GTE will accept the Infrastructure/
Footprint Form developed by AT&T or the mutually agreed-upon equivalent
format, until such time as AT&T and GTE agree that the OBF has adopted an
acceptable alternative form. AT&T and GTE recognize that modifications to
routing tables may be necessary in order to accomodate the treatment of
customer calling associated with the combination of UNEs that AT&T may
employ to deliver service. Both Parties agree that a mutually agreeable
mechanism for communicating routing changes, at the local office level,
will be documented in the Joint Implementation Agreement relating to this
interface. Unless another mutually agreeable mechanism is established,
GTE will accept delivery of these forms through the ASR process,
including passing of the information over a mutually agreeable file
transfer network (e.g. the Network Data Mover Network) and file transfer
protocol.
2.2.2 Unless otherwise agreed by the Parties, the customer specific
provisioning order will be based upon OBF LSR forms. The applicable
implementation guidelines described in the prior paragraphs relating to
resale of GTE retail services also apply to the customer specific
provisioning orders. GTE agrees that the information exchange will be
forms-based using the Local Service Request Form. End User Information
Form, Loop Service Form and Port Form. Loop Form with Number Portability,
and Number Portability Form developed by the OBF. The SOSC interpretation
of 850, 860, 855, 865, and 977 transactions, in accordance with the OBF
forms, will be used to convey all the necessary data to connect, modify
or disconnect GTE customerspecific UNEs employed by AT&T to deliver
retail local services. Errors and rejections of orders will be treated as
described in the paragraphs relating to resale of GTE retail local
services. Customer-specific elements include, but are not limited to, the
customer loop, the network interface device, the customer-dedicated
portion of the local switch and any combination thereof. AT&T and GTE
will translate ordering and provisioning requests originating in their
internal processes into the agreed upon forms and industry standard
transactions. Both parties will diligently pursue completing mutually
consistent translations within six (6) months after the Effective Date of
this Agreement and proceed to systems readiness testing that will result
in a fully operational interface for ordering UNEs within one (1) year
from the Effective Date of this Agreement. Unless otherwise mutually
agreed because of time, cost and compatibility with existing systems,
AT&T and GTE agree to adapt the interface based upon evolving industry
standards. Adaptations to SOSC
<PAGE>
Attachment 13
Page 4
implementation guidelines, to the extent relevant to local service ordering
and provisioning for customer specific UNEs, will be implemented based upon
a mutually agreeable schedule. Changes to ATIS guidelines and standards
relevant to Ordering and Provisioning Information Exchange will be
implemented based upon a mutually agreeable schedule, but in no case will
the time for adoption, including testing of the changes introduced, extend
more than 6 to 12 months beyond the date of initial closure by the relevant
ATIS committee or subcommittee. This preceding target implementation
obligation may be modified by mutual agreement.
2.3 Treatment of Subsequent/Supplemental Transactions
-------------------------------------------------
A mutually acceptable treatment of subsequent/supplemental transactions
will be adopted by both parties until the SOSC explicitly clarifies the
information exchanges associated with supplementing orders. AT&T and GTE
will agree upon a mutually acceptable time frame for adapting their
internal systems to accommodate the OBF clarifications.
3. MAINTENANCE AND REPAIR
3.1 Maintenance and repair information exchange will be transmitted over the
same interface according to the same content definition both for resold GTE
retail local services and for services AT&T provides using a GTE UNE or
combinations of GTE UNEs. AT&T and GTE will, for the purpose of exchanging
fault management information, establish an electronic bonding interface,
based upon ANSI standards T1.227-1995 and T1.228-1995, and Electronic
Communication Implementation Committee (ECIC) Trouble Report Format
Definition (TRFD) Number 1 as defined in ECIC documents ECIC/TRA/95-003,
and all standards referenced within those documents. The Parties will use
and acknowledge functions currently implemented for reporting access
circuit troubles. These functions include Enter Trouble, Request Trouble
Report Status, Add Trouble Information, Modify Trouble Report Attributes.
Trouble Report Attribute Value Change Notification and Cancel Trouble
Report, all of which are fully explained in clauses 6 and 9 of ANSI T1.228-
1995.
3.2 AT&T and GTE will exchange requests over a mutually agreeable X.25 network
or, if both AT&T's and GTE's platforms are capable, a mutually agreeable
TCP/IP based network may be employed. AT&T and GTE will translate
maintenance requests or responses originating in their internal processes
into the agreed upon attributes and elements. Both Parties will diligently
pursue completing mutually consistent translations within six (6) months
after the Effective Date of this Agreement and proceed to systems readiness
testing that will result in a fully operational interface for local service
delivery within one (1) year after the Effective Date of this Agreement.
AT&T and GTE agree to adapt the interface based upon evolving industry
<PAGE>
Attachment 13
Page 5
standards. Changes to ATIS guidelines and standards relevant to Local
Service Maintenance will be implemented based upon a mutually agreeable
schedule, but in no case will the time for adoption, including testing of
the changes introduced, extend more than 6 to 12 months beyond the date of
initial closure by the relevant ATIS committee or subcommittee. This
preceding target implementation obligation may be modified by mutual
agreement.
4. LOCAL ACCOUNT MAINTENANCE
4.1 When acting as the switch provider for AT&T, where AT&T either is reselling
retail services of GTE or employing UNEs to provide local service, GTE will
notify AT&T whenever the local service customer transfers service from AT&T
to another local service provider. GTE will provide this notification via
a mutually agreeable 4 digit Local Use Transaction Code Status Indicator
(TCSI) that will indicate the retail customer is terminating local service
with AT&T. GTE will transmit the notification, via a mutually agreeable
file transfer network (e.g., the Network Data Mover Network) and file
transfer protocol, within twenty-four (24) hours of GTE provisioning the
switch. The TCSI, sent by GTE will be in the 960 byte industry standard
CARE record format.
4.2 GTE will accept account changes that affect only the pre-subscribed
intraLATA and/or interLATA toll provider (PIC) through a local service
order. Additionally, AT&T and GTE will work together diligently to
develop industry standard CARE processes to process account changes.
4.3 In addition, GTE will reject, via the industry standard CARE Record TCSI
Code 3148, any interexchange carrier initiated change of the Primary
lnterexchange Carrier (PIC), where GTE is the switch provider either for
the retail local services of GTE that AT&T resells or UNEs of GTE that AT&T
employs in providing service.
4.4 AT&T and GTE agree to adapt the interface based upon evolving industry
standards. Changes to ATIS guidelines and standards relevant to Local
Account Maintenance will be implemented based upon a mutually agreeable
schedule, but in no case will the time for adoption, including testing of
the changes introduced, extend more than 6 to 12 months beyond the date of
initial closure by the relevant ATIS committee or subcommittee. This
preceding target implementation obligation may be modified by mutual
agreement.
4.5 Agreement by the Parties to the Local Account Maintenance described above
does not, in any way, set a precedent or remove any obligation for the
Parties to work toward an industry solution for supporting customer
movement between and among other ILECs and CLECs.
<PAGE>
Attachment 13
Page 6
5. TESTING AND ACCEPTANCE
AT&T and GTE agree that no interface will be represented as either
generally available or as operational until end-to-end integrity and load
testing, as agreed to in a Joint Implementation Agreement or other mutually
acceptable document are completed to the satisfaction of both Parties. The
intent of the end-to-end integrity testing is to establish, through the
submission and processing of test scenarios, that transactions agreed to by
AT&T and GTE will successfully process; in a timely and accurate manner,
through both Parties' support OSS as well as the interfaces. The testing
will include the use of mutually agreeable test transactions, designed to
represent no less than 95 percent of the transaction types that AT&T and
GTE expect to send and receive through the interface undergoing end-to-end
testing. In addition, AT&T and GTE will establish either a mutually
agreeable testing environment or an audit process sufficient to demonstrate
that the interfaces established between AT&T and GTE have the capability
and capacity to exchange busy period transaction volumes reasonably
projected to occur during the forward-looking twelve month period following
implementation of the interface. AT&T will provide mutually agreeable
forecast data to GTE for the forward-looking twelve month period, necessary
to determine capability and capacity. The test environment or audit
process, which ever is utilized, must validate that GTE can accept and
process the anticipated busy period load without degradation of overall
end-to-end performance of the information exchange delivered to AT&T even
when other CLEC transactions are simultaneously processed by GTE.
6. JOINT IMPLEMENTATION AGREEMENT DEVELOPMENT
AT&T and GTE recognize that this Attachment is not sufficient to fully
resolve all technical and operational details related to the interfaces
described. Therefore, AT&T and GTE agree to document the additional
technical and operational details in the form of a Joint Implementation
Agreement (JIA). Both Parties further agree that any technical, operational
or implementation issues, once identified at the working team level, may be
escalated by the initiative of either Party, thirty (30) days after an
issue is identified, to the dispute resolution procedures of Attachment 1
for binding resolution. In addition, AT&T and GTE will document both a
topical outline for the JIAs as well as establish a schedule for
identifying, discussing, resolving and documenting resolution of issues
related to each aspect of the JIA topical outline for each interface
discussed in this document. In no event will either end-to-end integrity
testing or load testing begin unless the Parties agree that for each
interface to be tested, the JIA properly documents the intended operation
of the interface scheduled for testing. Any issues identified and
subsequently resolved through either the end-to-end integrity or load
testing processes will be incorporated into the impacted interface JIA
within thirty (30) days of issue resolution.
<PAGE>
Attachment 14
Page 1
ATTACHMENT 14
-------------
AT&T/GTE PRICING AGREEMENT
--------------------------
1 Local Service Resale
--------------------
The prices charged to AT&T for Local Service shall be calculated using the
avoided cost discount applicable in California, determined on the basis of
the retail rate charged to subscribers for the telecommunications service
requested, excluding the portion thereof attributable to any marketing,
billing, collection, and other costs that will be avoided by GTE. The
interim wholesale discount shall be 12% for all retail services (as defined
by the Arbitrator's Report, dated October 31, 1996, as amended by Decision
No. 97-01-022) except residential access lines and 7% for residential
access lines off the applicable retail rate. This interim discount shall
remain in effect until the Commission determines a wholesale discount in
the OANAD proceeding or otherwise. Once so adopted and effective, the new
discount shall apply instead of the interim discount for the remaining Term
of this Agreement.
1.1 Non-recurring Charges for Total Services Resale
-----------------------------------------------
For wholesale services, the interim rates for non-recurring charges (other
than as provided in the next sentence for customer "change-overs") shall be
the retail rate less the applicable avoided cost discount for the State
until such time as the Commission, in the OANAD proceeding or otherwise,
adopts a permanent rate which is effective. There will be no "change-over"
charge to switch a customer from GTE to AT&T or from AT&T to GTE.
2. Unbundled Network Elements
--------------------------
Interim rates as specified in Appendix 1 to this Attachment 14 shall be in
effect until replaced by rates established by the Commission, once
effective in the OANAD proceeding or otherwise. Non-recurring charges for
provisioning unbundled network elements shall be as established by the
Commission, in the OANAD proceeding or otherwise. In the interim, the
Parties will use the existing memorandum accounting procedure to track such
provisioning.
<PAGE>
Attachment ??
Page ?
3. Collocation
-----------
Prices and terms for collocation are specified in Appendix 1 to Attachment
14.
4. Interconnection Services
------------------------
GTE will make interconnection arrangements available at all tandem
switching and end office switching locations. At the discretion of AT&T,
local interconnection may be accomplished via one-way local trunks, or two-
way local trunks, or AT&T may choose to deliver both local and intraLATA
toll traffic over the same trunk group(s). With respect to the latter
scenario, AT&T will have to provide an available Percent Local Usage (PLU)
to facilitate billing if it desires application of the local
interconnection rate.
Prices and terms for Interconnection Services are specified in Appendix 1
to this Attachment 14. When local exchange traffic is out of balance more
than 15% and either Party has requested termination of "bill and keep" in
accordance with Part V of the General Terms and Conditions, compensation
per minute of use shall be paid on the percentage of traffic above 15%. For
example, if traffic is out of balance 20%, the party with the excess
traffic will pay per minute of use for 5% of its traffic.
5. Rights-of-Way, Conduits and Pole Attachments
--------------------------------------------
AT&T shall pay to GTE a fee, determined by a methodology consistent with 47
U.S.C. section 224 and the FCC's regulations thereunder for placement of
AT&T's facilities in or on GTE's poles, conduits or rights-of-way. Such
methodology is subject to change, by mutual agreement, in the event the FCC
issues new rules or the Commission adopts rules setting forth a new'
methodology. Other fees (such as for make-ready work, field surveys,
capacity expansion, etc.) as set forth in Attachment 3 shall also be paid
by AT&T to GTE.
6. Other
-----
The interim price for Remote Call Forwarding is specified in Appendix 1 to
this Attachment. This price shall be in effect until replaced by the rate
adopted by the Commission in the OANAD proceeding or otherwise. Until the
Commission finalizes the rate for Remote Call Forwarding, the parties
shall follow the existing memorandum account. For Flexible Direct Inward
Dialing and Directory Number Route Indexing services, for which there is no
interim rate, the Parties will use the existing memorandum account to track
the quantity of numbers ported using these technologies and the duration of
the porting.
<PAGE>
Attachment 14
Page 3
GTE will provide 800/888 database information for the routing of local
exchange customer calls. When an AT&T local exchange customer served by a
GTE switch dials an 800/888 call, GTE will bill the interexchange carrier
to which the call is routed for the database query as GTE does for GTE
local exchange customers served by the GTE switch. When an AT&T local
exchange customer served by an AT&T switch dials an 800/888 call and the
800/888 database query is sent to the GTE database for carrier
determination, GTE will bill AT&T for that query.
7. Numerous provisions in this Agreement and its Attachments refer to prices
or pricing principles set forth in Attachment 14. If a provision references
prices in Attachment 14 and there are no corresponding prices already set
forth in Attachment 14 for such item, such price shall be considered "To
Be Determined" ("TBD"). With respect to all TBD prices, prior to AT&T
ordering any such TBD item, the Parties shall meet and confer to establish
a price. If the Parties are unable to reach agreement on a price for such
item, an interim price shall be set for such item that is equal to the
price for the nearest analogous item for which a price has been established
(for example, if there is not an established price for a non-recurring
charge ("NRC") for a specific Network Element, the Parties would use the
NRC for the most analogous retail service for which there is an established
price). Any interim prices so set shall be subject to modification by any
subsequent decision of the Commission. If an interim price is different
from the rate subsequently established by the Commission, any underpayment
shall be paid by AT&T to GTE, or any overpayment refunded by GTE to AT&T,
within forty-five (45) days after the establishment of the price by the
Commission.
<PAGE>
Attachment 14
Appendix 1
Page 1
APPENDIX 1
TO
ATTACHMENT 14
PRICES FOR UNBUNDLED NETWORK ELEMENTS
-------------------------------------
Beginning with the Effective Date of this Agreement, Network Elements and
Combinations will be priced in accordance with the standards and prices
described in this Appendix.
The prices listed in this Attachment are interim prices only and are subject to
change to conform with the rates for unbundled network elements and
non-recurring charges subsequently adopted by the Commission in the OANAD
proceeding or otherwise become effective. Once such subsequently adopted prices
become effective, said prices will be substituted for the interim prices and
shall apply for the remainder of the Term of this Agreement.
<PAGE>
Attachment 14
Appendix 1
Page 2
INTERIM PRICES FOR UNBUNDLED NETWORK ELEMENTS
<TABLE>
<CAPTION>
------------------------------------------------------------------------------
NETWORK ELEMENTS UNIT DEFINITION PRICE
------------------------------------------------------------------------------
<S> <C> <C>
1 UNBUNDLED LOOP
2-Wire Loop per month $16.81
4-Wire Loop per month $31.85
ISDN Loop per month TBD
------------------------------------------------------------------------------
2 NETWORK INTERFACE DEVICE TBD
------------------------------------------------------------------------------
3 LOCAL SWITCHING
2-Wire Port per month $4.58
DS1 Port Trunk-side per month $54.67
End Office Switching per MOU $0.0036286
------------------------------------------------------------------------------
Custom Calling Features
- Call Waiting per month $0.02
- Call Forwarding per month $0.12
- Speed Calling 8 per month $0.10
- Speed Calling 30 per month $0.16
- Three Way Calling per month $0.65
- Cancel Call Waiting per month $0.01
- Number Redial per month $0.04
- Remote Call Forwarding per month $2.73
- Smart Ring per month $0.01
- Call Restrict I per month $1.92
- Call Restrict 11 per month $1.92
- Call Restrict III per month $1.92
- Call Restrict IV per month $1.92
------------------------------------------------------------------------------
Custom Calling Features/CLASS
- Automatic Busy Redial per month $0.13
- Automatic Call Return per month $0.04
- VIP Alert per month $0.12
- Call Block per month $0.17
- Special Call Forwarding per month $0.16
- Special Call Acceptance per month $0.12
- Special Call Waiting per month $0.12
- Call Tracing Service per month $0.04
- Calling Number ID per month $0.04
- Cancel Calling Number per month $0.07
- Cancel Calling Number per month $0.07
------------------------------------------------------------------------------
4 TANDEM SWITCHING
Tandem Switching per avg. MOU $0.0015000
------------------------------------------------------------------------------
5 INTEROFFICE TRANSMISSION
Common Transport
- Transport Termination per avg. MOU $0.0002047
- Transport Facility per Mile per avg. MOU
Zone 1 $0.0000155
Zone 2 $0.0000295
Zone 3 $0.0000314
------------------------------------------------------------------------------
</TABLE>
<PAGE>
Attachment 14
Appendix 1
Page 3
INTERIM PRICES FOR UNBUNDLED NETWORK ELEMENTS
<TABLE>
<S> <C> <C>
------------------------------------------------------------------------------
Entrance Facility
- 2 Wire Voice per month $30.17
- 4 Wire Voice per month $39.53
- DS1 Standard 1st System per month $171.37
- DS1 Standard Additional System per month $171.37
- DS3 Protected, Electrical per month $738.50
- DS1 to Voice MUX per month $262.85
- DS3 to DS1 Mux per month $373.55
------------------------------------------------------------------------------
Dedicated Transport
- DSO Facility per Air-Line-Mile per month $3.81
- DS1 Facility per Air-Line-Mile per month $0.95
- DS1 per Termination per month $37.97
- DS3 Facility per Air-Line-Mile per month $22.62
- DS3 per Termination per month $344.54
- DS1 to Voice MUX per month $262.85
- DS3 to DS1 MUX per month $373.55
------------------------------------------------------------------------------
6 SIGNALLING SYSTEM (SS7)
STP Port per port/month $515.00
56 Kbps Link, per link $79.80
56 Kbps Link, per Air-Line-Mile $5.50
DS-1 Link, per link TBD
DS-1 Link, per Air-Line-Mile TBD
Database Usage
LIDB per query $0.039600
800 per query $0.007977
other TBD
Signal Transfer Point per termination $0.000076
Signal Control Point per termination $0.000061
------------------------------------------------------------------------------
7 OPERATOR SERVICES & DA
Directory Assistance per query $0.28
------------------------------------------------------------------------------
Operator Services
Station to Station cost/call $0.50
- Oper Assisted Calling Card cost/call $0.41
- Collect cost/call $0.77
- Coin Sent Paid cost/call $0.02
- Third Number cost/call $1.24
------------------------------------------------------------------------------
Operator Services
Person to Person cost/call $1.13
- Oper Assisted Calling Card cost/call $1.12
- Collect cost/call $1.12
- Coin Sent Paid cost/call $1.12
- Third Number cost/call $1.44
------------------------------------------------------------------------------
- Busy Verification cost/call $0.87
- Busy Interrupt cost/call $0.96
- Mechanized Calling Card cost/call $0.05
------------------------------------------------------------------------------
8 LOCAL INTERCONNECTION
Traffic In Balance per MOU bill and keep
Traffic Out of Balance +/- 15% per MOU $0.003629
------------------------------------------------------------------------------
9 COLLOCATION
EISCC
- DSO per month $2.10
- DS1 per month $5.25
- DS3 per month $45.40
- Collocation other TBD
------------------------------------------------------------------------------
</TABLE>
<PAGE>
Attachment 15
Page 1
ATTACHMENT 15
RECIPROCAL COMPENSATION FOR CALL TERMINATION AGREEMENT
1. This Attachment describes the reciprocal compensation arrangements between
AT&T and GTE for Local Traffic, Toll, and Switched Access Services. The
Parties shall compensate each other for transport and termination of such
traffic at the rates provided in Attachment 14 (Pricing) and/or the
appropriate Parties' Switched Access Tariff.
2. Compensation for Call Termination
A. Reciprocal compensation does not apply in a resale environment.
B. The following compensation terms, as specified in Unbundled Network
Element pricing listed in Attachment 14, shall apply in all cases
where AT&T purchases GTE's unbundled Local Switching:
1. For Local intra-switch calls between lines connected to GTE's
----------------------------
switch where AT&T has purchased GTE's unbundled Local Switching,
the Parties agree to impose no call termination charges on each
other. GTE's Local Switching charge will apply as described below
where the call is:
(a) Originated by AT&T's customer and completed to a GTE
customer:
(1) (For use of the local switch): Local Switching charge at
the originating office will apply to AT&T.
(b) Originated by AT&T's customer and completed to the customer of
a third party LEC (not affiliated with AT&T) using GTE's
unbundled Local Switching:
(1) (For use of the local switch): Local Switching charge at
the originating office will apply to AT&T.
(c) Originated by AT&T's customer and completed to another of
AT&T's customers using GTE's unbundled Local Switching.
(1) (For use of the local switch): Local Switching charge at
the originating office will apply to AT&T.
(d) Originated by a GTE customer and terminated to AT&T's customer
using GTE's unbundled Local Switching.
<PAGE>
Attachment 15
Page 2
(1) No Local Switching charge will apply.
(e) Originated by the customer of a third party LEC (not affiliated with
AT&T) using GTE's unbundled Local Switching and terminated to AT&T's
customers using GTE'S unbundled Local Switching.
(1) No Local Switching charge will apply to AT&T.
2. For Local inter-switch calls where AT&T has purchased GTE's unbundled Local
----------------------------
Switching, the Parties agree to call termination charges as described in
Part V, section 41.3.2.
GTE's charges will apply to AT&T as described below where the call is:
(a) Originated from AT&T's end-user customer using GTE's unbundled Local
Switching and completed to a GTE customer.
(1) (For use of the local switch): Local Switching charge at the
originating office.
(2) A mileage-based transport charge will apply when AT&T uses GTE's
transport.
(3) (For call termination): Charges for local interconnection/call
termination, when applicable, as set forth in Section 4,
Attachment 14.
(b) Originated from AT&T'S customer using GTE's unbundled Local Switching
and completed to a third party LEC (not affiliated with AT&T) customer
using GTE's unbundled Local Switching.
(1) (For use of the local switch): Local Switching charge at the
originating office.
(2) A mileage-based transport charge will apply when AT&T uses GTE's
transport.
(c) Originated from AT&T's customer using GTE's unbundled Local Switching
and completed to the interconnected network of a third party LEC (not
affiliated with AT&T).
<PAGE>
Attachment 15
Page 3
(1) (For use of the local switch): Local Switching charge at the
originating office.
(2) A mileage-based transport charge will apply when AT&T uses GTE's
transport, and mileage shall be measured between the originating
office and the POI of the third party's network.
(d) Originated from AT&Ts customer using GTE's unbundled Local Switching
and completed to AT&T's customer using GTE's unbundled Local
Switching.
(1) (For use of the local switch): Local Switching charge at the
originating office.
(2) A mileage-based transport charge will apply when AT&T uses GTE's
transport.
(3) (For use of the local switch): Local Switching charge at the
terminating office.
(e) Originated by a GTE customer and terminated to AT&T's customer using
GTE's unbundled Local Switching.
(1) (For use of the local switch): Local Switching Charge at the
terminating office.
(2) (For call termination): AT&T shall charge GTE for local
interconnection/call termination, when applicable, as set forth
in Section 4, Attachment 14.
(f) Originated by a customer of a third-party LEC (not affiliated with
AT&T) using GTE's unbundled Local Switching and terminated to AT&T's
customer using GTE's unbundled Local Switching.
(1) (For use of the local switch): Local Switching charge at the
terminating office.
(g) Originated by a customer on the interconnected network of a third-
party LEC (not affiliated with AT&T) and terminated to AT&T's customer
using GTE's unbundled Local Switching.
(1) (For use of the local switch): Local Switching charge at the
terminating office.
<PAGE>
Attachment 15
Page 4
3. For intraLATA toll calls where AT&T has purchased GTE's unbundled Local
------------------------
Switching, charges per Unbundled Network Element pricing listed in
Attachment 14 shall apply as follows:
(a) Originated by AT&T's customer and completed to a GTE customer.
(1) (For use of the local switch): Local Switching charge plus NIC
(Network Interconnection Charge) at the originating office
(2) Shared transport charge between the two offices will apply when
AT&T uses GTE's transport.
(3) (For call termination): End Office Switching charge at the
terminating office (Switched Access Rate).
(4) NIC at the terminating office.
(b) Originated by AT&T's customer and completed to the customer of a
third-party LEC (not affiliated with AT&T) using GTE's unbundled Local
Switching in a distant end office.
(1) (For use of the local switch): Local Switching charge plus NIC at
the originating office.
(2) Shared transport charge between the two offices will apply when
AT&T uses GTE's transport.
(c) Originated by AT&T's customer and completed to the network of third-
party LEC (not affiliated with AT&T) interconnected with GTE's
network.
(1) (For use of the local switch): Local Switching charge, plus NIC,
at the originating office.
(2) Common transport charge will apply when AT&T uses GTE's
transport, and mileage shall be measured between the originating
office and the POI of the third party's network.
(3) Tandem Switching, where applicable.
(d) Originated by AT&T's customer and completed to another of AT&T's
customers being served through GTE's unbundled
<PAGE>
Attachment 15
Page 5
Local Switching in a distant office.
(1) (For use of the local switch): Local Switching charge plus NIC at
the originating office.
(2) Shared transport charge between the two offices will apply when
AT&T uses GTE's transport.
(3) (For use of the local switch): Local Switching charge plus NIC at
the terminating office.
(e) Originated by a GTE customer and terminated to AT&T's customer using
GTE's unbundled Local Switching.
(1) (For use of the local switch): Local Switching charge plus NIC at
the terminating office.
(2) (For call termination): AT&T will charge GTE Local Switching at
the terminating office (Switched Access Rate).
(3) (For call termination): AT&T will charge GTE NIC at the
terminating office.
(f) Originated by the customer of a third-party LEC (not affiliated with
AT&T) using GTE's unbundled Local Switching in a distant end office
and terminated to AT&T's customer using GTE's unbundled Local
Switching.
(1) (For use of the local switch): Local Switching charge plus NIC at
the terminating office.
(g) Originated by a customer on the network of a third-party LEC (not
affiliated with AT&T) interconnected with GTE's network and terminated
to AT&T's customer using GTE's unbundled Local Switching.
(1) (For use of the local switch): Local Switching charge plus NIC at
the terminating office.
4. For intrastate Switched Access calls where AT&T is using GTE's unbundled
Local Switching for calls originated from or terminated to an IXC for
completion:
<PAGE>
Attachment 15
Page 6
(a) For calls originated from AT&T's customer to AT&T's own IXC switch (or
that of an affiliate) for completion.
(1) (For use of the local switch): Local Switching charge at the
originating office.
(2) Originating NIC
(3) GTE will charge AT&T's IXC affiliate the following Switched
Access elements on a meet-point basis:
a. Local Transport;
b. Tandem Switching.
(4) AT&T will charge AT&T's IXC affilate the following Switched
Access elements on a meet-point basis:
a. Originating NIC;
b. Local Switching.
(b) For calls originated from AT&T's customer to an IXC's switch not
affiliated with AT&T.
(1) (For use of the local switch): Local Switching charge at the
originating office.
(2) Originating NIC.
(3) GTE shall charge the non-affiliated IXC for the following
originating Switched Access on a meet-point basis:
a. Local Transport;
b. Tandem Switching.
(4) AT&T will charge the non-affiliated IXC for the following
Switched Access elements on a meet-point basis:
a. Originating NIC;
b. Local Switching.
(c) For calls terminating to AT&T's end-user customer from AT&T's own IXC
switch (or that of an affiliate) for completion.
<PAGE>
Attachment 15
Page 7
(1) (For use of the local switch): Local Switching charge at the
terminating office.
(2) Terminating NIC.
(3) GTE will charge AT&T's IXC (affiliate) the following Switched
Access elements on a meet-point basis:
a. Local Transport;
b. Tandem Switching.
(4) AT&T will charge AT&T's IXC (affiliate) for the following
Switched Access elements on a meet-point basis:
a. Terminating NIC;
b. Local Switching.
(d) For calls terminating to AT&T's customer from an IXC switch not
affiliated with AT&T.
(1) (For use of the local switch): Local Switching charge at the
terminating office.
(2) Terminating NIC.
(3) GTE shall charge the IXC for the following terminating Switched
Access on a meet-point basis:
a. Local Transport;
b. Tandem Switching.
(4) AT&T will charge IXC for the following Switched Access elements
on a meet-point basis:
a. Terminating NIC;
b. Local Switching.
5. For interstate Switched Access calls where AT&T is using GTE's unbundled
Local Switching for calls originated from or terminated to an IXC for
completion:
<PAGE>
Attachment 15
Page 8
(a) For calls originated from AT&T's customer to AT&T's own IXC switch (or
that of an affiliate) for completion.
(1) (For use of the local switch): Local Switching charge at the
originating office.
(2) Originating Residual Interconnection Charge (RIC) and CCL
(3) GTE shall charge AT&T's IXC affiliate for the following
originating Switched Access on a meet-point basis:
a. Local Transport;
b. Tandem Switching.
(4) AT&T will charge AT&T's IXC affilate the following Switched
Access elements on a meet-point basis:
a. Originating RIC;
b. Originating CCLC;
c. Local Switching.
(b) For calls originated from AT&T's customer to an IXC's switch not
affiliated with AT&T.
(1) (For use of the local switch): Local Switching charge at the
originating office.
(2) Originating RIC and CCL.
(3) GTE shall charge the IXC for the following originating Switched
Access on a meet-point basis:
a. Local Transport;
b. Tandem Switching.
(4) AT&T will charge IXC the following Switched Access elements on a
meet-point basis:
a. Originating RIC;
b. Originating CCLC;
<PAGE>
Attachment 15
Page 9
c. Local Switching.
(c) For calls terminating to AT&T's customer from AT&T's own IXC switch
(or that of an affiliate) for completion.
(1) (For use of the local switch): Local Switching charge at the
terminating office.
(2) Terminating RIC and CCL.
(3) GTE will charge AT&T's IXC (affiliate) the following Switched
Access elements on a meet-point basis:
a. Local Transport;
b. Tandem Switching.
(4) AT&T will charge AT&T's IXC affilate the following Switched
Access elements on a meet-point basis:
a. Terminating RIC;
b. Terminating CCLC;
c. Local Switching.
d) For calls terminating to AT&T's customer from an IXC switch not
affiliated with AT&T.
(1) (For use of the local switch): Local Switching charge at the
terminating office.
(2) Terminating RIC and CCL.
(3) GTE shall charge the non-affiliated IXC for the following
terminating Switched Access on a meet-point basis:
a. Local Transport;
b. Tandem Switching.
(4) AT&T will charge IXC the following Switched Access elements on a
meet-point basis:
a. Terminating RIC;
<PAGE>
Attachment 15
Page 10
b. Terminating CCLC,
C. Local Switching.
C. The following terms apply where AT&T and GTE interconnect using their
own networks.
1. For Local Traffic and intraLATA Toll traffic originated by AT&T
(or CLCs subtending its network) to GTE, AT&T agrees to pay GTE
the following:
(a) Local calls: Unless otherwise provided in Attachment 14,
Bill and Keep shall apply to Local Traffic. In the event
traffic (as defined from the point of interconnection) is
out of balance, the rate specified in Attachment 14 shall
apply.
(b) Toll calls: The following rate elements are applicable to
intraLATA toll calls where AT&T is not using the LATA-wide
termination option:
(1) The following rate elements will apply when a call
routes over Local Interconnection Trunk Groups:
(a) For common switched transport where GTE's tandem
is used:
(i) Fixed - per minute of use.
(ii) Variable - per mile per minute of use.
Mileage shall be calculated based on the
airline miles between the Vertical and
Horizontal ("V&H") coordinates of the POI,
and the GTE end office or Competitive Local
Carrier routing point.
(iii) Tandem Switching.
(b) End Office switching;
(c) Information Surcharge;
(d) NIC.
<PAGE>
Attachment 15
Page 11
(c) Toll calls: The following rate elements are applicable to intraLATA
toll calls where AT&T is utilizing the LATA-wide termination option.
(1) End Office Switching: $.0155535
(2) Transport: $.0071499 (per minute)
(3) Information Surcharge: $.0004374
The above rates shall be subject to change based on the
agreements between the intrastate intralata toll providers in the
State of California.
2. For Local Traffic and intraLATA Toll traffic originated from GTE to AT&T,
GTE agrees to pay AT&T the following:
(a) Local calls: Unless otherwise provided in Attachment 14, Bill and Keep
shall apply to Local Traffic. In the event traffic (as defined from
the point of interconnection) is out of balance, the rate specified in
Attachment 14 shall apply.
(b) Toll calls: The following rate elements are applicable to intraLATA
toll calls where GTE is not using the LATA-wide termination option:
(1) The following rate elements will apply when a call routes over
Local Interconnection Trunk Groups:
(a) For common switched transport where AT&T's tandem is used:
(i) Fixed - per minute of use.
(ii) Variable - per mile per minute of use. Mileage shall
be calculated based on the airline miles between the
Vertical and Horizontal ("V&H") coordinates of the
POI, and the AT&T end office or Competitive Local
Carrier/AT&T routing point.
(iii) Tandem Switching.
(b) End Office switching;
(c) Information Surcharge;
<PAGE>
Attachment 15
Page 12
(d) NIC.
3. Determination of Traffic Balance
(a) The Parties will perform traffic studies to measure Local Traffic
between them and will use such measure to determine the balance of
traffic between them and compensation due, if any. The Parties will
make measurements and report the results to each other on a calendar-
quarter basis (i.e., Jan-March, Apr.-June, etc.). Each Party will be
responsible for the measurement of its originating traffic transmitted
to the other. The Parties will undertake traffic measurements on a
state wide basis. The Parties will report measurements to each other
no later than the end of the month following the completion of the
quarter. The provisions of this section, and of C.3.(b) below, will
not apply until the second full calendar quarter after the Effective
Date of this Agreement. The reported measurements will determine the
requirements for payments, if any, for the subsequent full calendar
quarter. In determining whether any amount for call terminations is
owing under this Section, neither Party shall be obligated to pay the
other unless, on a state-wide basis, the traffic is deemed to be out-
of-balance as defined in Attachment 14, Section 4.
(b) The Parties agree that any calculation of net usage differential for
Local Traffic volumes less than the percentage set out in Attachment
14, Section 4 shall demonstrate the Parties' traffic to be in balance
for purposes of this Section. The Parties will base calculations
under this Section on periodic traffic studies, which shall be made,
where possible, in both the originating and terminating Parties'
network.
<PAGE>
ATTACHMENT 16
INTERIM PROCEDURES FOR PREORDERING
AND PROVISIONING
1. Attached hereto and incorporated by this reference is the existing
Memorandum of Understanding between AT&T and GTE with respect to interim
procedures for preordering and provisioning.
2. The Parties intend to negotiate specific terms and conditions to implement
the Memorandum of Understanding. Once established, the Parties will amend
this Attachment 16 to incorporate those terms and conditions.
<PAGE>
MEMORANDUM OF UNDERSTANDING
AT&T Communications of California, Inc. ("AT&T") and GTE California
Incorporated ("GTEC") (collectively referred to as "the parties"), in connection
with the mediation session held on August 14, 1996 in California Public
Utilities Commission Case C.96-07-022, hereby agree as follows:
1. The parties agree that on or about July 19, 1996 their corporate
parents entered into a national agreement that provides an interim method of
providing the interfaces necessary for AT&T to resell GTEC's local services.
This interim methodology combines automated and manual interfaces. This interim
methodology is referred to by the parties as the "Phase I interim solution."
2. The parties agree to augment the "Phase I interim solution" with a
"Phase II interim solution," which will replace certain manual interfaces with
automated interfaces.
3. The parties agree to complete a matrix, in the form attached hereto and
marked as "Phase II Matrix" by September 30, 1996. The parties agree to set
forth completion dates for each of ten "milestones" for each of six
"requirements," i.e., automated interfaces, that GTEC will provide to AT&T.
<PAGE>
4. The six "requirements" are:
a. telephone number assignment
b. due date for installation
c. street address guide/products and features in service by LSO
d. errors/rejects in local service request
e. jeopardies to local service request
f. recap of order in service activation report.
5. The ten milestones are:
a. completion of data element negotiations
b. completion of business process negotiations
c. completion of GTEC systems design
d. completion of AT&T systems design
e. completion of AT&T/GTEC development walk-through, transaction,
and data element level
f. completion of GTEC system coding
g. completion of AT&T system coding
h. completion of interface testing
i. completion of end-to-end system and process testing
j. completion of service readiness testing.
2
<PAGE>
6. The parties agree to set April 1, 1997 as a target date for completion
of all six "requirements." However, the parties recognize that certain
"requirements" may be completed before that date or may require additional time
to be completed. The parties agree to set firm completion dates, as well as
completion dates for all "milestones," no later than September 30, 1996.
7. The parties agree to begin work on the first two "milestones" for each
of the six "requirements" immediately, and to make their best efforts to
complete these two "milestones" before September 30, 1996.
8. The parties agree that the mediation in Case C.96-07-022 is ongoing and
agree to meet in another formal mediation session on September 18, 1996 to
review their progress, and to make any additional agreements as are then deemed
necessary.
9. The parties agree that it will be necessary to share proprietary
information in order to meet their mutual obligations. The parties agree to hold
such information confidential pursuant to the existing non-disclosure agreements
between them.
10. The parties agree that this Memorandum of Understanding and attached
matrix, and the information contained on the matrix when completed, will
3
<PAGE>
not be disclosed, other than on a need to know basis, to employees of their
respective companies and affiliates, and to the Administrative Law Judge
conducting the above-referenced mediation.
Agreed to this 16th day of August, 1996.
/s/ Kenneth K. Okel /s/ William A. Ettinger
- ---------------------------- -------------------------------------
Kenneth K. Okel William A. Ettinger
GTE California Incorporated AT&T Communications of California,
Inc.
4
<PAGE>
AT&T/GTE MEMORANDUM OF UNDERSTANDING
PHASE II L.SR IMPLEMENTATION MILESTONES
DRAFT 1.2 - NOVEMBER 12, 1996
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Milestones Errors/Rejects in Leopardies to Service Service
L.SR L.SR Activation Activation
Report - No Report - w/
Recap Recap
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Completion of Data 10/18/96 10/18/96 10/18/96 AT&T 10/18/96
Element Negotiations GTE (10/15/96) GTE (10/15/96) GTE (10/15/96) GTE (10/31/96)
- ------------------------------------------------------------------------------------------------------------------------------------
2. Completion of Business 10/22/96 10/22/96 10/18/96 AT&T 10/18/96
Process Negotiations GTE (11/1/96) GTE (11/1/96) GTE (11/1/96) GTE (11/15/96)
- ------------------------------------------------------------------------------------------------------------------------------------
3. Completion of GTE GTE (11/15/96) GTE (11/15/96) GTE (11/15/96) GTE (12/9/96)
Systems Design
- ------------------------------------------------------------------------------------------------------------------------------------
4. Completion of AT&T 11/22/96 11/22/96 11/22/96 11/22/96
Systems Design
- ------------------------------------------------------------------------------------------------------------------------------------
5. Completion of 12/4/96 12/4/96 12/4/96 AT&T 12/4/96
AT&T/GTE GTE (12/4/96) GTE (12/4/96) GTE (12/4/96) GTE (1/6/97)
development walk
through,
transaction and data
element level
- ------------------------------------------------------------------------------------------------------------------------------------
6. Completion of GTE GTE (12/31/96) GTE (12/31/96) GTE (12/31/96) GTE (3/3/97)
System
Coding
- ------------------------------------------------------------------------------------------------------------------------------------
7. Completion of AT&T 2/28/97 2/28/97 2/28/97 2/28/97
System Coding
- ------------------------------------------------------------------------------------------------------------------------------------
8. Completion of 2/28/97 2/28/97 2/28/97 2/28/97
Interface Testing GTE (1/15/97) GTE (1/15/97) GTE (1/15/97) GTE (3/24/97)
- ------------------------------------------------------------------------------------------------------------------------------------
9. Completion of End-to- 3/15/97 3/15/97 3/15/97 3/15/97
End Systems & GTE (2/3/97) GTE 2/3/97) GTE 2/3/97) GTE (4/7/97)
Process Testing
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Milestones Telephone No. Due Date SAG/Services
Assignment Assignment & Features by
LSO
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
1. Completion of Data 12/1/96 12/1/96 12/1/96
Element Negotiations GTE (12/1/96) GTE (12/1/96) GTE (12/1/96)
- ----------------------------------------------------------------------------------------------------------------
2. Completion of Business 12/1/96 12/1/96 12/1/96
Process Negotiations GTE (12/1/96) GTE (12/1/96) GTE (12/1/96)
- ----------------------------------------------------------------------------------------------------------------
3. Completion of GTE GTE (2/1/97) GTE (2/1/97) GTE (2/1/97)
Systems Design
- ----------------------------------------------------------------------------------------------------------------
4. Completion of AT&T GTE (2/1/97) GTE (2/1/97) GTE (2/1/97)
Systems Design
- ----------------------------------------------------------------------------------------------------------------
5. Completion of 3/1/97 3/1/97 3/1/97
AT&T/GTE GTE (2/17/97) GTE (2/17/97) GTE (2/17/97)
development walk
through,
transaction and data
element level
- ----------------------------------------------------------------------------------------------------------------
6. Completion of GTE GTE (4/14/97) GTE (4/14/97) GTE (4/14/97)
System
Coding
- ----------------------------------------------------------------------------------------------------------------
7. Completion of AT&T AT&T 4/30/97 AT&T 4/30/97 AT&T 4/30/97
System Coding
- ----------------------------------------------------------------------------------------------------------------
8. Completion of AT&T 5/5/97 AT&T 5/5/97 AT&T 5/5/97
Interface Testing GTE 5/5/97 GTE 5/5/97 GTE 5/5/97
- ----------------------------------------------------------------------------------------------------------------
9. Completion of End-to- AT&T 5/26/97 AT&T 5/26/97 AT&T 5/26/97
End Systems & GTE (5/26/97) GTE 5/26/97) GTE 5/26/97)
Process Testing
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
AT&T/GTE MEMORANDUM OF UNDERSTANDING
PHASE II LSH IMPLEMENTATION MILESTONES
DRAFT 1.2 - NOVEMBER 12, 1996
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
10.Completion of Service 3/30/97 3/30/97 3/30/97 3/30/97 AT&T 6/2/97 AT&T 6/2/97 AT&T 6/2/97
& Readiness Testing GTE (2/17/97) GTE (2/17/97) GTE (2/17/97) GTE (4/21/97) GTE (6/2/97) GTE (6/2/97) GTE (6/2/97)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Note: Negotiation in progress on Service Activation Items 7-10. Need
clarification from AT&T systems and process owners on AT&T dates for pre-
ordering.
The dates in this matrix are subject to change by mutual agreement.
<PAGE>
INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE
TELECOMMUNICATIONS ACT OF 1996
DATED AS OF APRIL 27, 1998
BY AND BETWEEN
BELL ATLANTIC-NEW JERSEY, INC.
AND
FOCAL COMMUNICATIONS CORPORATION OF NEW JERSEY
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
1.0 DEFINITIONS......................................................... 2
2.0 INTERPRETATION AND CONSTRUCTION..................................... 10
3.0 INTERCONNECTION ACTIVATION DATES AND IMPLEMENTATION
SCHEDULE............................................................ 11
4.0 INTERCONNECTION PURSUANT TO SECTION 251(c)(2)....................... 12
4.1 Scope......................................................... 12
4.2 Physical Architecture......................................... 13
4.3 Initial Architecture.......................................... 14
4.4 Interconnection in Additional LATAs........................... 15
4.5 Interconnection Points for Different Types of Traffic......... 15
5.0 TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE
TRAFFIC PURSUANT TO SECTION 251(c)(2)............................... 15
5.1 Scope of Traffic.............................................. 15
5.2 Trunk Group Connections and Ordering.......................... 16
5.3 Additional Switching System Hierarchy and Trunking
Requirements................................................. 16
5.4 Signaling..................................................... 16
5.5 Grades of Service............................................. 16
5.6 Measurement and Billing....................................... 16
5.7 Reciprocal Compensation Arrangements Section 251(b)(5)....... 17
6.0 TRANSMISSION AND ROUTING OF EXCHANGE ACCESS TRAFFIC PURSUANT
TO 251(c)(2)........................................................ 18
6.1 Scope of Traffic.............................................. 18
6.2 Trunk Group Architecture and Traffic Routing.................. 19
6.3 MeetPoint Billing Arrangements................................ 19
6.4 800/888 Traffic............................................... 21
7.0 TRANSPORT AND TERMINATION OF OTHER TYPES OF TRAFFIC................. 23
7.1 Information Services Traffic.................................. 23
7.2 LSV/VC1 Traffic............................................... 24
7.3 Transit Service............................................... 25
7.4 911/E911 Arrangements......................................... 25
7.5 Ancillary Traffic Generally................................... 27
8.0 NUMBER RESOURCES, RATE CENTERS AND RATING POINTS.................... 27
9.0 NETWORK MAINTENANCE AND MANAGEMENT; OUTAGES......................... 28
9.3 Interference or Impairment.................................... 28
9.4 Repeated or Willful Noncompliance............................. 28
9.5 Outage Repair Standard........................................ 29
9.6 Notice of Changes Section 251(c)(5).......................... 29
10. JOINT NETWORK RECONFIGURATION AND GROOMING PLAN; AND
INSTALLATION, MAINTENANCE, TESTING AND REPAIR....................... 29
10.2 Installation, Maintenance, Testing and Repair................. 30
</TABLE>
i
<PAGE>
<TABLE>
<C> <S> <C>
10.3 Forecasting Requirements for Trunk Provisioning............... 30
11.0 UNBUNDLED ACCESS SECTION 251(c)(3)................................. 30
11.1 Unbundled Local Loop ("ULL") Transmission Types............... 31
11.2 Port Types.................................................... 32
11.3 Trunk Side Local Transport.................................... 32
11.4 Limitations on Unbundled Access............................... 32
11.5 Availability of Other Network Elements on an Unbundled Basis.. 33
11.6 Provisioning of Unbundled Local Loops......................... 34
11.7 Maintenance of Unbundled Local Loops.......................... 35
11.8 Rates and charges............................................. 36
12.0 RESALE SECTIONS 251(c)(4) and 251(b)(1)............................ 36
12.1 Availability of Retail Rates for Resale....................... 36
12.2 Availability of Wholesale Rates for Resale.................... 36
12.3 Availability of Support Services and Branding for Resale...... 36
12.4 Additional Terms Governing Resale and Use of BA Services...... 37
13.0 COLLOCATION SECTION 251(c)(6)....................................... 37
14.0 NUMBER PORTABILITY SECTION 251(b)(2)............................... 39
14.1 Scope......................................................... 39
14.2 Procedures for Providing INP Through Remote Call Forwarding... 39
14.3 Procedures for Providing INP Through Direct Inward Dial
Trunks (FlexDID).............................................. 40
14.4 Procedures for Providing LTNP Through Full NXX Code
Migration..................................................... 41
14.5 Receipt of Terminating Compensation on Traffic to INP'ed
Numbers....................................................... 41
14.6 Recovery of INP Costs Pursuant to FCC Order and Rulemaking.... 42
15.0 DIALING PARITY SECTION 251(b)(3)................................... 43
16.0 ACCESS TO RIGHTS OF WAY SECTION 251(b)(4).......................... 43
17.0 DATABASES AND SIGNALING............................................. 43
18. COORDINATED SERVICE ARRANGEMENTS.................................... 44
18.1 Intercept and Referral Announcements.......................... 44
18.2 Coordinated Repair Calls...................................... 45
18.3 Customer Authorization........................................ 45
19.0 DIRECTORY SERVICES ARRANGEMENTS..................................... 45
19.1 Directory Listings and Directory Distributions................ 45
19.2 Yellow Page Maintenance....................................... 47
19.3 Service Information Pages..................................... 47
19.4 Directory Assistance (DA); Call Completion.................... 47
20.0 COORDINATION WITH TARIFF TERMS...................................... 48
21.0 INSURANCE........................................................... 48
22.0 TERM AND TERMINATION................................................ 49
23.0 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES........................ 50
24.0 CANCELLATION CHARGES................................................ 50
25.0 INDEMNIFICATION..................................................... 50
26.0 LIMITATION OF LIABILITY............................................. 51
</TABLE>
ii
<PAGE>
<TABLE>
<C> <S> <C>
27.0 PERFORMANCE STANDARDS FOR SPECIFIED ACTIVITIES......................52
27.1 Certain Definitions..........................................52
27.2 Performance Standards........................................53
27.3 Limitations..................................................53
27.4 Service Quality Standards....................................53
28.0 COMPLIANCE WITH LAWS; REGULATORY APPROVAL...........................54
29.0 MISCELLANEOUS.......................................................55
29.1 Authorization................................................55
29.2 Independent Contractor.......................................55
29.3 Force Majeure................................................55
29.4 Confidentiality..............................................56
29.5 Choice of Law................................................57
29.6 Taxes........................................................57
29.7 Assignment...................................................59
29.8 Billing and Payment; Disputed Amounts........................59
29.9 Dispute Resolution...........................................60
29.10 Notices......................................................61
29.11 Section 252(i) Obligations...................................61
29.12 Joint Work Product...........................................62
29.13 No Third Party Beneficiaries; Disclaimer of Agency...........63
29.14 No License...................................................63
29.15 Technology Upgrades..........................................64
29.16 Survival.....................................................64
29.17 Entire Agreement.............................................64
29.18 Counterparts.................................................64
29.19 Modification, Amendment, Supplement, or Waiver...............64
29.20 Successors and Assigns.......................................64
29.21 Publicity....................................................64
</TABLE>
iii
<PAGE>
SCHEDULES
- ---------
Schedule 1.0 Certain Terms as Defined in the Act, as of April 27, 1998
Schedule 3.0 Implementation Schedule
Schedule 4 Interconnection Points in Lata
Schedule 4.2 Physical Architecture Diagram
Schedule 4.3 Initial Architecture Diagram
Schedule 4.5 Interconnection Points for Different Types of Traffic
Schedule 6.3 Rate Elements under Meet Point Billing
Schedule 12.3 Support Services for Resale
Schedule 27.0 Performance Interval Dates for Specified Activities
Schedule 27.1 Focal Service Quality Standards
Exhibit A Detailed Schedule of Itemized Charges
Exhibit B Network Element Bona Fide Request
Exhibit C Directory Assistance and Call Completion Services Agreement
Appendix A Carrier Subscription Selection Form
Appendix B IntraLata Call Completion Services
Appendix C Exchange of Information
iv
<PAGE>
INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE TELECOMMUNICATIONS
ACT OF 1996
This Interconnection Agreement under Sections 251 and 252 of the
Telecommunications Act of 1996, is effective as of the 27/th/ day of April, 1998
(the "Effective Date"), by and between Bell Atlantic-New Jersey, Inc. ("BA"), a
New Jersey corporation with offices at 540 Broad Street, Newark, New Jersey,
07101 and Focal Communications Corporation of New Jersey ("Focal"), a Delaware
corporation with offices at 200 N. LaSalle Street, Suite 820, Chicago, Illinois
60601.
WHEREAS, the Parties want to interconnect their networks at mutually agreed
upon points of interconnection to provide Telephone Exchange Services, Switched
Exchange Access Services, and other Telecommunications Services (all as defined
below) to their respective customers;
WHEREAS, the Parties are entering into this Agreement to set forth the
respective obligations of the Parties and the terms and conditions under which
the Parties will interconnect their networks and provide other services as
required by the Act (as defined below) and additional services as set forth
herein; and
WHEREAS, Sections 251, 252, and 271 of the Telecommunications Act of 1996
have specific requirements for interconnection, unbundling, and service resale,
commonly referred to as the "Checklist", and the Parties intend that this
Agreement meet those Checklist requirements.
NOW, THEREFORE, in consideration of the mutual provisions contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Focal and BA hereby agree as follows:
This Agreement sets forth the terms, conditions and pricing under which BA
and Focal (individually, a "Party" and collectively, the "Parties") will offer
and provide to each other network Interconnection, access to Network Elements,
ancillary services, and wholesale Telecommunications Services available for
resale within each LATA in which they both operate within New Jersey. As such,
this Agreement is an integrated package that reflects a balancing of interests
critical to the Parties. It will be submitted to the New Jersey Board of Public
Utilities and the Parties will specifically request that the Board refrain from
taking any action to change, suspend or otherwise delay implementation of the
Agreement. So long as the Agreement remains in effect neither Party shall
advocate before any legislative, regulatory, or other public forum that any term
of this Agreement be modified or eliminated, unless otherwise mutually agreed by
the Parties.
<PAGE>
1.0 DEFINITIONS.
As used in this Agreement, the following terms shall have the meanings
specified below in this Section 1.0. For convenience of reference only, the
definitions of certain terms that are As Defined in the Act (as defined below)
are set forth on Schedule 1.0.
1.1 "Act" means the Communications Act of 1934 (47 U.S.C. 151 et. seq.),
-- ----
as amended by the Telecommunications Act of 1996, and as from time to time
interpreted in the duly authorized rules and regulations of the FCC or the
Board.
1.2 "ADSL" or "Asymmetrical Digital Subscriber Line" means a transmission
technology which transmits an asymmetrical digital signal of up to 6 mbps to the
Customer and up to 640 kbps from the Customer.
1.3 [Reserved]
1.4 "Agreement" means this Interconnection Agreement under Sections 251
and 252 of the Act and all Exhibits and Schedules appended hereto.
1.5 "Ancillary Traffic," means all traffic that is destined for ancillary
services, or that may have special billing requirements, including but not
limited to the following: LSV/VCI, Directory Assistance, 91l/E911, Operator
Services (call completion), 800/888 database query, LIDB, and information
services requiring special billing.
1.6 "As Defined in the Act" means as specifically defined by the Act and
as from time to time interpreted in the duly authorized rules and regulations of
the FCC or the Board.
1.7 "As Described in the Act" means as described in or required by the Act
and as from time to time interpreted in the duly authorized rules and
regulations of the FCC or the Board.
1.8 "Automatic Number Identification" or "ANI" means a Feature Group D
signaling parameter which refers to the number transmitted through a network
identifying the billing number of the calling party.
1.9 "Calling Party Number" or "CPN" is a Common Channel Signaling ("CCS")
parameter which refers to the number transmitted through a network identifying
the calling party.
1.10 "Central Office Switch" means a switch used to provide
Telecommunications Services, including, but not limited to:
(a) "End Office Switch" or "End Office" which is used to terminate
Customer station Loops for the purpose of interconnection to each other and to
trunks; and
2
<PAGE>
(b) "Tandem Switch" or "Tandem Office" which is a switching entity
that is used to connect and switch trunk circuits between and among End Office
Switches and between and among End Office Switches and carriers' aggregation
points, points of termination, or points of presence. An "Access Tandem Office"
or "Access Tandem" is a Tandem Office with billing and recording capabilities
that is used to provide Switched Exchange Access Services.
A Central Office Switch may also be employed as a combination End
Office/Tandem Office Switch.
1.11 [Reserved]
1.12 "CLASS Features" means certain CCS-based features available to
Customers including, but not limited to: Automatic Call Back; Call Trace; Caller
Identification, and future offerings.
1.13 "Collocation" means an arrangement whereby one Party's (the
"Collocating Party") facilities are terminated in equipment necessary for
Interconnection or for access to Network Elements offered by the second Party on
an unbundled basis that has been installed and maintained at the premises of a
second Party (the "Housing Party"). For purposes of Collocation, the "premises"
of a Housing Party is limited to a Housing Party Wire Center, other mutually
agreed-upon locations of the Housing Party, or any other location for which
Collocation has been ordered by the FCC or Board. Collocation may be "physical"
or "virtual". In "Physical Collocation," the Collocating Party installs and
maintains its own equipment in the Housing Party's premises. In "Virtual
Collocation," the Housing Party owns, installs, and maintains equipment
dedicated to use by the Collocating Party in the Housing Party's premises. BA
currently provides Collocation under terms, rates, and conditions as described
in tariffs on file or soon to be filed with the FCC and the Board. Upon request
by either Party, BA and Focal will address the provision of additional types of
Collocation arrangements, including additional physical locations and
alternative utilizations of space and facilities.
1.14 "Board" means the New Jersey Board of Public Utilities.
1.15 "Common Channel Signaling" or "CCS" means a method of transmitting
call set-up and network control data over a digital signaling network separate
from the public switched telephone network facilities that carry the actual
voice or data traffic of the call. "SS7" means the common channel out of band
signaling protocol developed by the Consultative Committee for International
Telephone and Telegraph ("CCITT") and the American National Standards Institute
("ANSI"). BA and Focal currently utilize this out-of-band signaling protocol.
"CCSAC" or "CCSAS" means the common channel signaling access connection or
service, respectively, which connects one Party's signaling point of
interconnection ("SPOI") to the other Party's STP for the exchange of SS7
messages.
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1.16 "Competing Local Exchange Carrier" or "CLEC" means any Local Exchange
Carrier other than BA, operating as such in BA's certificated territory in New
Jersey. Focal is or will shortly become a CLEC.
1.17 "Cross Connection" means a jumper cable or similar connection provided
pursuant to Collocation at the digital signal cross connect, Main Distribution
Frame or other suitable frame or panel between (i) the Collocating Party's
equipment and (ii) the equipment or facilities of the Housing Party.
1.18 "Customer" means a third-party residence or business subscriber to
Telecommunications Services provided by either of the Parties.
1.19 "Dialing Parity" is As Defined in the Act.
1.20 "Digital Signal Level" means one of several transmission rates in the
time-division multiplex hierarchy.
1.21 "Digital Signal Level 0" or "DS0" means the 64 Kbps zero-level signal
in the time-division multiplex hierarchy.
1.22 "Digital Signal Level 1" or "DS1" means the 1.544 Mbps first-level
signal in the time-division multiplex hierarchy. In the time-division
multiplexing hierarchy of the telephone network, DS1 is the initial level of
multiplexing.
1.23 "Digital Signal Level 3" or "DS3" means the 44.736 Mbps third-level in
the time-division multiplex hierarchy. In the time-division multiplexing
hierarchy of the telephone network, DS3 is defined as the third level of
multiplexing.
1.24 "Exchange Access" is As Defined in the Act.
1.25 "Exchange Message Record" or "EMR" means the standard used for
exchange of telecommunications message information among Local Exchange Carriers
for billable, non-billable, sample, settlement, and study data. EMR format is
contained in BR-010-200-010 CRIS Exchange Message Record, a Bell Communications
Research, Inc. ("Bellcore") document that defines industry standards for
Exchange Message Records.
1.26 [Reserved]
1.27 "FCC" means the Federal Communications Commission.
1.28 "HDSL" or "High-Bit Rate Digital Subscriber Line" means a transmission
technology which transmits up to 784 kbps simultaneously in both directions on a
two-wire channel using a 2 Binary / 1 Quartenary ("2B1Q") line code.
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1.29 "Independent Telephone Company" or "ITC" means any entity other than
BA which, with respect to its operations within New Jersey, is an "Incumbent
Local Exchange Carrier" As Described in the Act.
1.30 "Information Service Traffic" means Local Traffic or IntraLATA Toll
Traffic which originates on a Telephone Exchange Service line and which is
addressed to an information service provided over a Party's information services
platform.
1.31 "Integrated Digital Loop Carrier" means a subscriber loop carrier
system which integrates within the switch at a DS1 level that is twenty-four
(24) loop transmission paths combined into a 1.544 Mbps digital signal.
1.32 "Integrated Services Digital Network" or "ISDN" means a switched
network service providing end-to-end digital connectivity for the simultaneous
transmission of voice and data. Basic Rate Interface-ISDN ("BRI-ISDN") provides
for digital transmission of two 64 kbps bearer channels and one 16 kbps data and
signaling channel (2B+D). Primary Rate Interface-ISDN ("PRI-ISDN") provides for
digital transmission of twenty three (23) 64 kbps bearer channels and one 16
kbps data and signaling channel (23 B+D).
1.33 "Interconnection" is as Described in the Act, and means the connection
of separate pieces of equipment or transmission facilities within, between. or
among networks. The architecture of Interconnection may include, but is not
limited to, Collocation Arrangements, entrance facilities, and Mid-Span Meet
arrangements.
1.34 "Interexchange Carrier" or "IXC" means a carrier that provides,
directly or indirectly, interLATA or intraLATA Telephone Toll Services.
1.35 "Interim Number Portability" or "INP" means the use of existing and
available call routing, forwarding, and addressing capabilities (e.g. remote
call forwarding) to enable a Customer to receive Telephone Exchange Service
provided by any Local Exchange Carrier operating within the exchange area with
which the Customer's telephone number(s) is associated, without having to change
the telephone number presently assigned to the Customer and regardless of
whether the Customer's chosen Local Exchange Carrier is the carrier that
originally assigned the number to the Customer.
1.36 "InterLATA" is As Defined in the Act.
1.37 "IntraLATA Toll Traffic" means those intraLATA calls that are not
defined as Local Traffic in this Agreement.
1.38 "Line Side" means an End Office Switch connection that provides
transmission, switching and optional features suitable for Customer connection
to the public switched network, including loop start supervision, ground start
supervision, and signaling for basic rate ISDN service.
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1.39 "Line Status Verification" or "LSV" means an operator request for a
status check on the line of a called party. The request is made by one Party's
operator to an operator of the other Party. The verification of the status check
is provided to the requesting operator.
1.40 "Local Access and Transport Area" or "LATA" is As Defined in the Act.
1.41 "Local Exchange Carrier" or "LEC" is As Defined in the Act. The
Parties to this Agreement are or will shortly become Local Exchange Carriers.
1.42 "Local Serving Wire Center" means a Wire Center that (i) serves the
area in which the other Party's or a third party's Wire Center, aggregation
point, point of termination, or point of presence is located, or any Wire Center
in the LATA in which the other Party's Wire Center, aggregation point, point of
termination or point of presence is located in which the other Party has
established a Collocation Arrangement or is purchasing an entrance facility, and
(ii) has the necessary multiplexing capabilities for providing transport
services.
1.43 "Local Telephone Number Portability" or "LTNP" means "number
portability" As Defined in the Act.
1.44 "Local Traffic," means traffic that is originated by a Customer of one
Party on that Party's network and terminates to a Customer of the other Party on
that other Party's network, within a given local calling area, or expanded area
service ("EAS") area, as defined in BA's effective Customer tariffs. Local
Traffic does not include traffic originated or terminated by a commercial mobile
radio service carrier.
1.45 "Main Distribution Frame" or "MDF" means the primary point at which
outside plant facilities terminate within a Wire Center, for interconnection to
other telecommunications facilities within the Wire Center.
1.46 "MECAB" means the Multiple Exchange Carrier Access Billing (MECAB)
document prepared by the Billing Committee of the Ordering and Billing Forum
("OBF"), which functions under the auspices of the Carrier Liaison Committee
("CLC") of the Alliance for Telecommunications Industry Solutions ("ATIS"). The
MECAB document, published by Bellcore as Special Report SR-BDS-000983, contains
the recommended guidelines for the billing of an Exchange Access service
provided by two or more LECs, or by one LEC in two or more states, within a
single LATA.
1.47 "MECOD" means the Multiple Exchange Carriers Ordering and Design
(MECOD) Guidelines for Access Services - Industry Support Interface, a document
developed by the Ordering/Provisioning Committee under the auspices of OBF. The
MECOD document, published by Bellcore as Special Report SR-STS-002643,
establishes methods for processing orders for Exchange Access service which is
to be provided by two or more LECs.
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1.48 "Meet-Point Billing" or "MPB" means an arrangement whereby two or more
LECs jointly provide to a third party the transport element of a Switched
Exchange Access Service to one of the LECs' End Office Switches, with each LEC
receiving an appropriate share of the transport element revenues as defined by
their effective Exchange Access tariffs. "Meet-Point Billing Traffic" means
traffic that is subject to an effective Meet-Point Billing arrangement.
1.49 "Mid-Span Meet" means an Interconnection architecture whereby two
carriers' fiber transmission facilities meet at a mutually agreed-upon
Interconnection point.
1.50 "Multiple Bill/Single Tariff" or "Multiple Bill/Multiple Tariff" means
the MPB method whereby each LEC prepares and renders its own meet point bill in
accordance with its own Tariff(s) for the portion of the jointly-provided
Switched Exchange Access Service which the LEC provides.
1.51 "Network Element" is As Defined in the Act.
1.52 "Network Element Bona Fide Request" means the process described on
Exhibit B that prescribes the terms and conditions relating to a Party's request
that the other Party provide a Network Element not otherwise provided by the
terms of this Agreement.
1.53 "North American Numbering Plan" or "NANP" means the numbering plan
used in the United States that also serves Canada, Bermuda, Puerto Rico and
certain Caribbean Islands. The NANP format is a 10-digit number that consists
of a 3-digit NPA code (commonly referred to as the area code), followed by a 3-
digit NXX code and 4-digit line number.
1.54 "Numbering Plan Area" or "NPA" is also sometimes referred to as an
area code. There are two general categories of NPAs, "Geographic NPAs" and "Non-
Geographic NPAs." A Geographic NPA is associated with a defined geographic
area, and all telephone numbers bearing such NPA are associated with services
provided within that geographic area. A Non-Geographic NPA, also known as a
"Service Access Code" or "SAC Code," is typically associated with a specialized
telecommunications service which may be provided across multiple geographic NPA
areas; 800, 900, 700, 500 and 888 are examples of Non-Geographic NPAs.
1.55 "NXX," "NXX Code," or "End Office Code" means the three digit switch
entity indicator (i.e. the first three digits of a seven digit telephone
---
number).
1.56 "Permanent Number Portability" or "PNP" means the use of a database or
other technical solution that comports with regulations issued by the FCC to
provide LTNP for all customers and service providers.
1.57 "Port Element" or "Port" means a line card (or equivalent) and
associated peripheral equipment on an End Office Switch which serves as the
Interconnection between individual loops or individual Customer trunks and the
switching components of an End Office Switch and the
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associated switching functionality in that End Office Switch. Each Port is
typically associated with one (or more) telephone number(s) which serves as the
Customer's network address.
1.58 "Rate Center Area" or "Exchange Area" means the specific geographic
point and corresponding geographic area which has been identified by a given LEC
as being associated with a particular NPA-NXX code assigned to the LEC for its
provision of Telephone Exchange Services. The Rate Center Area is the exclusive
geographic area which the LEC has identified as the area within which it will
provide Telephone Exchange Services bearing the particular NPA-NXX designation
associated with the specific Rate Center Area. A "Rate Center Point" is a
specific geographic point, defined by a V&H coordinate, located within the Rate
Center Area and used to measure distance for the purpose of billing Customers
for distance-sensitive Telephone Exchange Services and Toll Traffic.
1.59 "Rate Demarcation Point" means the point of minimum penetration at the
Customer's premises or other point, as defined in a Party's Tariffs, where
network access recurring charges and LEC responsibility ends and beyond which
Customer responsibility begins.
1.60 "Rating Point" or "Routing Point" means a specific geographic point
identified by a specific V&H coordinate. The Rating Point is used to route
inbound traffic to specified NPA-NXXs and to calculate mileage measurements
for distance-sensitive transport charges of switched access services. Pursuant
to Bellcore Practice BR-795-100-100, the Rating Point may be an End Office
location, or a "LEC Consortium Point of Interconnection." Pursuant to that same
Bellcore Practice, examples of the latter shall be designated by a common
language location identifier (CLLI) code with (x)KD in positions 9, 10, 11,
where (x) may be any alphanumeric A-Z or 0-9. The Rating Point/Routing Point
must be located within the LATA in which the corresponding NPA-NXX is located.
However, the Rating Point/Routing Point associated with each NPA-NXX need not be
the same as the corresponding Rate Center Point, nor must it be located within
the corresponding Rate Center Area, nor must there be a unique and separate
Rating Point corresponding to each unique and separate Rate Center.
1.61 "Reciprocal Compensation" is As Described in the Act, and refers to
the payment arrangements that recover costs incurred for the transport and
termination of Local Traffic originating on one Party's network and terminating
on the other Party's network.
1.62 "Service Control Point" or "SCP" means the node in the common channel
signaling network to which informational requests for service handling, such as
routing, are directed and processed. The SCP is a real time database system
that, based on a query from a service switching point and via a Signaling
Transfer Point, performs subscriber or application-specific service logic, and
then sends instructions back to the SSP on how to continue call processing.
1.63 "Signaling Transfer Point" or "STP" means a specialized switch that
provides SS7 network access and performs SS7 message routing and screening.
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1.64 "Switched Access Detail Usage Data" means a category 1101XX record as
defined in the EMR Bellcore Practice BR-010-200-010.
1.65 "Switched Access Summary Usage Data" means a category 1150XX record as
defined in the EMR Bellcore Practice BR-010-200-010.
1.66 "Switched Exchange Access Service" means the offering of transmission
and switching services for the purpose of the origination or termination of Toll
Traffic. Switched Exchange Access Services include but may not be limited to:
Feature Group A, Feature Group B, Feature Group D, 700 access, 800 access, 888
access, and 900 access.
1.67 "Synchronous Optical Network" or "SONET" means an optical interface
standard that allows inter-networking of transmission products from multiple
vendors. The base rate is 51.84 Mbps (OC-l/STS-l) and higher rates are direct
multiples of the base rate, up to 13.22 Gpbs.
1.68 "Tariff" means any applicable federal or state tariff of a Party, or
standard agreement or other document that sets forth the generally available
terms and conditions under which a Party offers a particular service, facility,
or arrangement.
1.69 "Technically Feasible Point" is As Described in the Act.
1.70 "Telecommunications" is As Defined in the Act.
1.71 "Telecommunications Act" means the Telecommunications Act of 1996 and
any rules and regulations promulgated thereunder.
1.72 "Telecommunications Carrier" is As Defined in the Act.
1.73 "Telecommunications Service" is As Defined in the Act.
1.74 "Telephone Exchange Service," sometimes also referred to as "Exchange
Service," is As Defined in the Act. Telephone Exchange Service generally
provides the Customer with a telephonic connection to, and a unique telephone
number address on, the public switched telecommunications network, and enables
such Customer to place or receive calls to all other stations on the public
switched telecommunications network.
1.75 "Toll Traffic" means traffic that is originated by a Customer of one
Party on that Party's network and terminates to a Customer of the other Party on
that Party's network and is not Local Traffic or Ancillary Traffic. Toll
Traffic may be either "IntraLATA Toll Traffic" or "InterLATA Toll Traffic,"
depending on whether the originating and terminating points are within the same
LATA.
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1.76 "Transit Traffic" means any traffic that originates from or terminates
at Focal's network, "transits" BA's network substantially unchanged, and
terminates to or originates from a third carrier's network, as the case may be.
"Transit Traffic Service" provides Focal with the ability to use its connection
to a BA Access Tandem Switch for the delivery of calls which originate or
terminate with Focal and terminate to or originate from a carrier other than BA,
such as another CLEC, a LEC other than BA, or a wireless carrier. In these
cases, neither the originating nor terminating Customer is a Customer of BA.
This service is provided through BA's Access Tandem Switches. "Transit Traffic"
and "Transit Traffic Service" do not include or apply to traffic that is subject
to an effective Meet-Point Billing arrangement.
1.77 "Trunk Side" means a Central Office Switch connection that is capable
of, and has been programmed to treat the circuit as, connecting to another
switching entity (e.g. another carrier's network). Trunk Side connections offer
those transmission and signaling features appropriate for the connection of
switching entities.
1.78 "Unbundled Local Loop Element" or "ULL" means a transmission path that
extends from a Main Distribution Frame, DSX-panel, or functionally comparable
piece of equipment in the Customer's serving End Office to the Rate Demarcation
Point (or network interface device (NID) if installed) in or at a Customer's
premises. The actual loop transmission facilities used to provide an ULL may
utilize any of several technologies.
1.79 "Verification with Call Interruption" or "VCI" means a service that
may be requested and provided when Line Status Verification has determined that
a line is busy due to an ongoing call. VCI is an operator interruption of that
ongoing call to inform the called party that a calling party is seeking to
complete his or her call to the called party.
1.80 "Voice Grade" means either an analog signal of 300 to 3000 Hz or a
digital signal of 56/64 kilobits per second. When referring to digital voice
grade service (a 56/64 kbps channel), the terms "DS-0" or "sub-DS-l" may also be
used.
1.81 "Wire Center" means a building or portion thereof in which a Party has
the exclusive right of occupancy and which serves as a Routing Point for
Switched Exchange Access Service.
2.0 INTERPRETATION AND CONSTRUCTION.
2.1 This agreement is entered into pursuant to Section 252(I) of the Act
and is based upon the Interconnection Agreement (and amendments thereto) entered
into between MFS and BA for the State of New Jersey (the "Separate Agreement").
Such Separate Agreement contains provisions that are identical in all material
respects to provisions of this Agreement (the "Identical Provisions"). The
Parties agree that if any of the Identical Provisions is subsequently amended,
then either Party may, at its sole option, avail itself of any such amendment by
providing written notice to the other Party. In such instances, the Parties
agree to cooperate in effecting the same amendment to the
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corresponding provisions contained in the Agreement, which amendment shall be
effective from the date of written notice by the availing Party.
2.2 All references to Sections, Exhibits and Schedules shall be deemed to
be references to Sections of, and Exhibits and Schedules to, this Agreement
unless the context shall otherwise require. The headings used in this Agreement
are inserted for convenience of reference only and are not intended to be a part
of or to affect the meaning of this Agreement. Unless the context shall
otherwise require, any reference to any agreement, other instrument (including
BA or other third party offerings, guides or practices), statute, regulation,
rule or tariff is to such agreement, instrument, statute, regulation, or rule or
tariff as amended and supplemented from time to time (and, in the case of a
statute, regulation, rule or tariff, to any successor provision).
2.3 Subject to the terms set forth in Section 20, each Party hereby
incorporates by reference those provisions of its tariffs that govern the
provision of any of the services or facilities provided hereunder. If any
provision of this Agreement and an applicable tariff cannot be reasonably
construed or interpreted to avoid conflict, the Parties agree to negotiate in
good faith to reconcile and resolve such conflict. If any provision contained
in this main body of the Agreement and any Exhibit hereto cannot be reasonably
construed or interpreted to avoid conflict, the provision contained in this main
body of the Agreement shall prevail. The fact that a condition, right,
obligation, or other term appears in this Agreement but not in any such tariff
shall not be interpreted as, or be deemed grounds for finding, a conflict for
purposes of this Section 2.
3.0 INTERCONNECTION ACTIVATION DATES AND IMPLEMENTATION SCHEDULE.
3.1 Subject to the terms and conditions of this Agreement, each Party
shall exercise its best efforts to adhere to the Interconnection Activation
Dates and Network Implementation Schedule set forth in Schedule 3.0, and to
provide fully operational service predominantly over its own Telephone Exchange
Service facilities to business and residential Customers upon the achievement of
the milestones in said Schedule for each listed LATA in New Jersey. For
purposes of this Agreement, Focal's service in New Jersey shall be considered
provided "predominantly over its own Telephone Exchange Service facilities" if
Focal uses its own Central Office Switch(es) (as opposed to resale of another
carrier's Telephone Exchange Service or Ports) to serve the majority of its
Telephone Exchange Service Customers, its own interoffice transport facilities
for the majority of its interoffice transport needs, and its own local loops (or
functional equivalent), in addition to resale of other carriers' Telephone
Exchange Service or ULLs, to serve its Telephone Exchange Service Customers.
3.2 Schedule 3.0 may be revised and supplemented from time to time upon
the mutual agreement of the Parties to reflect the intention of the Parties to
interconnect in additional LATAs pursuant to subsection 4.4 by attaching one or
more supplementary schedules to Schedule 3.0. The Parties stipulate and agree
that the performance of the terms of this Agreement will satisfy BA's obligation
to provide Interconnection under Section 251 of the Act, and the requirements of
the
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Competitive Checklist, under Section 271 of the Act. Focal represents that it
is, or intends to become, a provider of Telephone Exchange Service to
residential and business subscribers offered exclusively over its own Telephone
Exchange Service facilities or predominantly over its own Telephone Exchange
Service facilities in combination with the resale of the Telecommunications
Services of other carriers.
4.0 INTERCONNECTION PURSUANT TO SECTION 251(C)(2)
The types of Traffic to be exchanged under this Agreement shall be Local
Traffic, IntraLATA Toll (and InterLATA Toll, as applicable) Traffic, Transit
Traffic, Meet Point Billing Traffic, and Ancillary Traffic. Subject to the
terms and conditions of this Agreement, Interconnection of the Parties
facilities and equipment for the transmission and routing of Local Traffic and
Toll Traffic pursuant to this Section 4 shall be established on or before the
corresponding "Interconnection Activation Date" shown for each such LATA within
New Jersey on Schedule 3.0. Both Schedule 3.0 and Schedule 4.0 may be revised
and supplemented from time to time upon the mutual agreement of the Parties to
reflect Interconnection in additional LATAs in New Jersey pursuant to subsection
4.4 by attaching one or more supplementary addenda to such Schedules.
4.1 SCOPE
4.1.1 Section 4 describes the architecture for Interconnection of the
Parties' facilities and equipment over which the Parties shall configure the
following separate and distinct trunk groups:
Traffic Exchange Trunks for the transmission and routing of
-----------------------
terminating Local Traffic and IntraLATA Toll Traffic between their
respective Telephone Exchange Service customers pursuant to Section
251(c)(2) of the Act, in accordance with Section 5 below;
Access Toll Connecting Trunks for the transmission and routing of
-----------------------------
Exchange Access traffic between Focal Telephone Exchange Service
customers and purchasers of BA's Switched Exchange Access Service via
a BA Access Tandem, pursuant to Section 251(c)(2) of the Act, in
accordance with Section 6 below;
Information Services Trunks for the transmission and routing of
---------------------------
terminating Information Services Traffic in accordance with Section 7
below;
LSVNCI Trunks for the transmission and routing of terminating LSVNCI
--------------
traffic, in accordance with Section 7 below;
911/E911 Trunks for the transmission and routing of terminating
---------------
E911/911 traffic, in accordance with Section 7 below;
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Directory Assistance Trunks for the transmission and routing of
---------------------------
terminating directory assistance traffic, in accordance with
subsection 19.4 below; and
Operator services (call completion) Trunks for the transmission and
------------------------------------------
routing of terminating call completion traffic, in accordance with
subsection 19.4 below.
4.1.2 The SONET interconnection arrangement described in subsection
4.2 shall be (i) used only for the termination of Local Traffic and IntraLATA
Toll Traffic until such time as the Parties have agreed to appropriate
compensation arrangements relating to the exchange of other types of traffic
over such system, and (ii) subject to the Parties' reaching agreement on an
appropriate compensation arrangement in the event either Party will be providing
or utilizing (in terms of minutes of use) significantly more than one-half of
the SONET facility. Unless otherwise agreed to by the Parties, the SONET system
described herein shall not be used to exchange InterLATA Toll Traffic. Until the
SONET system has been established by the Parties in accordance with subsection
4.3 and this subsection 4.1.2, the Parties agree to adopt an initial
interconnection architection for the exchange of Local Traffic and Toll
(IntraLATA and InterLATA) Traffic.
4.1.3 To the extent required by Section 251 of the Act, the Parties
represent that the arrangements provided in subsections 4.2 and 4.3 of this
Agreement provide for Interconnection to each other's networks at any
technically feasible point. For the purposes of this Agreement, the Parties
agree that Interconnection for the transport and termination of traffic may take
place, in the case of BA, at a terminating End Office, an Access Tandem, a Local
Serving Wire Center and/or other points as specified herein, and, in the case of
Focal, at a node or Central Office and/or other points as specified herein
(collectively, the "Interconnection Points" or "IPs").
4.1.4 The Parties shall establish physical interconnection points at
the available IPs at the locations designated in Schedule 4.0. The mutually
agreed-upon IPs on the Focal network at which Focal will provide transport and
termination of traffic shall be designated as the Focal Interconnection Points
("Focal-IPs"); the mutually agreed-upon IPs on the BA network shall be
designated as the BA Interconnection Points ("BA-IPs"), provided that, for the
purpose of charging for the transport of traffic from the BA-IP to the Focal-IP
in any given LATA, the Focal-IP shall be no further than an entrance facility
away from the BA-IP in such LATA. The Parties may by mutual agreement establish
additional interconnection points at any technically feasible points consistent
with the Act.
4.2 PHYSICAL ARCHITECTURE. In each LATA identified on Schedule 4.0, Focal
and Bell Atlantic shall jointly engineer and operate a diverse Synchronous
Optical Network ("SONET") transmission system by which they shall interconnect
their networks pursuant to the joint network reconfiguration and grooming plan
specified in subsection 10.1 ("Joint Grooming Plan"), and according to the
following specifications:
4.2.1 The SONET system shall be used to deliver appropriate traffic
to a mutually agreed-upon Interconnection Point on each Party's network.
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4.2.2 The SONET transmission system in each LATA shall be configured
substantially as illustrated in Schedule 4.2 and pursuant to the Joint Grooming
Plan, or as otherwise mutually agreed. The Parties shall agree upon which Party
or Parties shall be responsible for procuring, installing, and maintaining the
agreed-upon Optical Line Terminating Multiplexor ("OLTM") equipment, fiber optic
facilities and other equipment pursuant to the Joint Grooming Plan, as
illustrated in that Schedule.
4.2.3 The physical interface of Focal's and BA's facilities necessary
to effect SONET transmission shall be at the optical level via a Mid-Span Meet
or other comparable means, or as otherwise mutually agreed.
4.3 INITIAL ARCHITECTURE
4.3.1 The Parties agree to provide initial interconnection
arrangements utilizing electrical handoffs, substantially as illustrated in
Schedule 4.3, for a period of no more than eighteen (18) months after the later
of the Effective Date and the LATA Start Date set forth for the LATA in Schedule
3.0; provided, however, that such initial interconnection arrangements shall
continue until (i) facilities suitable for the SONET arrangements described in
subsection 4.2 are established by each of the Parties in its own sole discretion
in the LATA at the mutually agreed-upon SONET meet points and made available,
and (ii) the Parties have agreed upon fully compatible OLTM equipment for use
with such facilities.
4.3.2 The Parties agree to utilize the Focal-IP and BA-IP in each
LATA as designated in Schedule 4.0 as the points from which each Party will
provide the transport and termination of traffic.
4.3.3 Focal shall provide its own facilities for the delivery of
traffic to a collocation arrangement established at the BA-IP pursuant to
Section 13. Bell Atlantic shall provide transport and termination of the
traffic beyond the BA-IP.
4.3.4 BA shall purchase a Focal entrance facility (and any necessary
multiplexing) from the BA-IP to the Focal-IP for the delivery of traffic to the
Focal-IP. Alternatively, BA may choose to provide its own facilities to a
collocation arrangement established at the Focal-IP pursuant to Section 13.
Focal shall provide transport and termination of the traffic beyond the Focal-
IP.
4.3.5 Under this initial architecture described in this subsection
4.3, either Party may utilize the Traffic Exchange Trunks for the termination of
its InterLATA Toll Traffic in accordance with the terms contained in Section 5
below and pursuant to the other Party's Switched Exchange Access Service
tariffs. The other Party's Switched Exchange Access Service rates shall apply to
such Traffic. Such InterLATA Toll Traffic may not be routed over the trunk
groups under the SONET architecture described in subsection 4.2, however, unless
specifically agreed to by the Parties.
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4.4 INTERCONNECTION IN ADDITIONAL LATAS
4.4.1 If Focal determines to offer Telephone Exchange Services in any
LATA not listed in Schedule 3.0 in which BA also offers Telephone Exchange
Services, Focal shall provide written notice to BA of the need to establish
Interconnection in such LATA pursuant to this Agreement.
4.4.2 The notice provided in subsection 4.4.1 shall include (i) the
initial Routing Point Focal has designated in the new LATA; (ii) Focal's
requested Interconnection Activation Date (and related milestone dates in
accordance with the format in Schedule 3.0); and (iii) a non-binding forecast of
Focal's trunking requirements.
4.4.3 Unless otherwise agreed to by the Parties, the Parties shall
designate the Wire Center Focal has identified as its initial Routing Point in
the LATA as the Focal-IP in that LATA and shall designate a mutually agreed BA
Local Serving Wire Center that houses an Access Tandem Office within the LATA
nearest to the Focal-IP (as measured in airline miles utilizing the V&H
coordinates method) as the BA-IP in that LATA, provided that, for the purpose of
charging for the transport of traffic from the BA-IP to the Focal-IP, the Focal-
IP shall be no further than an entrance facility away from the BA-IP.
4.4.4 The Parties shall agree upon an addendum to Schedule 3.0 to
reflect the schedule applicable to each new LATA requested by Focal; provided,
however, that unless agreed by the Parties, the Interconnection Activation Date
in a new LATA shall not be earlier than forty-five (45) days after receipt by BA
of all complete and accurate trunk orders and routing information. Within ten
(10) business days of BA's receipt of Focal's notice, BA and Focal shall confirm
the BA-IP, the Focal-IP and the Interconnection Activation Date for the new LATA
by attaching an addendum to Schedule 3.0.
4.5 INTERCONNECTION POINTS FOR DIFFERENT TYPES OF TRAFFIC. Each Party
shall make available Interconnection Points and facilities for routing of
traffic from those Interconnection Points as designated in Schedule 4.5. Any
additional traffic that is not covered in Schedule 4.5 shall be subject to
separate negotiations between the Parties, except that (i) either Party may
deliver traffic of any type or character to the other Party for termination as
long as the delivering Party pays the receiving Party's then current Switched
Exchange Access rates for such traffic, and (ii) upon a bona fide request from
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either Party, the Parties will exercise all reasonable efforts to conclude an
agreement covering the exchange of such traffic.
5.0 TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE TRAFFIC PURSUANT
TO SECTION 251(c)(2)
5.1 SCOPE OF TRAFFIC. Section 5 prescribes parameters for trunk groups
(the "Traffic Exchange Trunks") to be effected over the Interconnections
specified in Section 4.0 for the
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transmission and routing of Local Traffic and IntraLATA Toll Traffic between the
Parties' respective Telephone Exchange Service Customers.
5.2 TRUNK GROUP CONNECTIONS AND ORDERING
5.2.1 Trunk group connections will be made at a DS-1 level or higher
for exchange of Local and Toll Traffic. Higher speed connections shall be made,
when and where available, in accordance with the Joint Grooming Plan prescribed
in Section 10. Ancillary Traffic trunk groups may be made below a DS-I level,
as may be agreed to by the Parties.
5.2.2 Each Party will identify its Carrier Identification Code, a
three or four digit numeric obtained from Bellcore, to the other Party when
ordering a trunk group.
5.3 ADDITIONAL SWITCHING SYSTEM HIERARCHY AND TRUNKING REQUIREMENTS
5.3.1 For purposes of routing Focal traffic to BA, the subtending
arrangements between BA Access Tandem Switches and BA End Office Switches shall
be the same as the Access Tandem/End Office subtending arrangements BA maintains
for the routing of its own or other carriers' traffic. For purposes of routing
BA traffic to Focal, the subtending arrangements between Focal Access Tandem
Switches (or functional equivalent) and Focal End Office Switches (or functional
equivalent) shall be the same as the Access Tandem/End Office subtending
arrangements (or functional equivalent) which Focal maintains for the routing of
its own or other carriers' traffic.
5.4 SIGNALING
Each Party will provide the other Party with access to its databases and
associated signaling necessary for the routing and completion of the other
Party's traffic in accordance with the provisions contained in Section 17 below.
5.5 GRADES OF SERVICE
The Parties shall initially engineer and shall jointly monitor and enhance
all trunk groups consistent with the Joint Grooming Plan as set forth in Section
10.
5.6 MEASUREMENT AND BILLING
5.6.1 For billing purposes, each Party shall pass Calling Party
Number ("CPN") information on each call carried over the Traffic Exchange
Trunks, wherever technically feasible. At such time as either Party has the
ability, as the Party receiving the traffic, to use such CPN information to
classify on an automated basis traffic delivered by the other Party as either
Local Traffic or Toll Traffic, such receiving Party shall bill the originating
Party the Local Traffic termination rates, Intrastate Exchange Access rates, or
Interstate Exchange Access rates applicable to each minute of Traffic for which
CPN is passed, as provided in Exhibit A and applicable Tariffs.
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5.6.2 If, under the circumstances set forth in subsection 5.6.1, it
is not technically feasible for the originating Party to pass CPN on up to ten
percent (10%) of calls, the receiving Party shall bill the originating Party the
Local Traffic termination rates, Intrastate Exchange Access rates, or Interstate
Exchange Access rates applicable to each minute of traffic, as provided in
Exhibit A and applicable Tariffs, for which CPN is passed. For the remaining up
to ten percent (10%) of calls without CPN information, the receiving Party shall
bill the originating Party for such traffic as Local Traffic termination rates,
Intrastate Exchange Access rates, or Interstate Exchange Access rates applicable
to each minute of traffic, as provided in Exhibit A and applicable Tariffs, in
direct proportion to the minutes of use of calls passed with CPN information.
5.6.3 If it is not technically feasible for the originating Party to
pass CPN on more than ten percent (10%) of calls, or if the receiving Party
lacks the ability to use CPN information to classify on an automated basis
traffic delivered by the other Party as either Local Traffic or Toll Traffic,
and the originating Party chooses to combine Local and Toll Traffic on the same
trunk group, it will supply an auditable Percent Local Use ("PLU") report
quarterly, based on the previous three months' traffic, and applicable to the
following three months. If the originating Party also chooses to combine
Interstate and Intrastate Toll Traffic on the same trunk group, it will supply
an auditable Percent Interstate Use ("PIU") report quarterly, based on the
previous three months' terminating traffic, and applicable to the following
three months. In lieu of the foregoing PLU and/or PIU reports, the Parties may
agree to provide and accept reasonable surrogate measures for an agreed-upon
interim period.
5.6.4 Measurement of billing minutes for purposes of determining
terminating compensation shall be in conversation seconds.
5.7 RECIPROCAL COMPENSATION ARRANGEMENTS - SECTION 251(b)(5).
Reciprocal Compensation arrangements address the transport and termination
of Local Traffic. BA's delivery of Traffic to Focal that originated with a
third carrier is addressed in subsection 7.3. Where Focal delivers Traffic
(other than Local Traffic) to BA, except as may be set forth herein or
subsequently agreed to by the Parties, Focal shall pay BA the same amount that
such carrier would have paid BA for termination of that Traffic at the location
the Traffic is delivered to BA by Focal. Compensation for the transport and
termination of traffic not specifically addressed in this subsection 5.7 shall
be as provided elsewhere in this Agreement, or if not so provided, as required
by the Tariffs of the Party transporting and/or terminating the traffic.
5.7.1 Nothing in this Agreement shall be construed to limit either
Party's ability to designate the areas within which that Party's Customers may
make calls which that Party rates as "local" in its Customer Tariffs.
5.7.2 The Parties shall compensate each other for transport and
termination of Local Traffic in an equal and symmetrical manner at the rates
provided in the Detailed Schedule of Itemized Charges (Exhibit A hereto) or, if
not set forth therein, in the applicable Tariff(s) of the
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terminating Party, as the case may be. These rates are to be applied at the
Focal-IP for traffic delivered by BA, and at the BA-IP for traffic delivered by
Focal. No additional charges, including port or transport charges, shall apply
for the termination of Local Traffic delivered to the BA-IP or the Focal-IP,
except as set forth in Exhibit A. When Local Traffic is terminated over the same
trunks as Toll Traffic, any port or transport or other applicable access charges
related to the Toll Traffic shall be prorated to be applied only to the Toll
Traffic.
5.7.3 The Reciprocal Compensation arrangements set forth in this
Agreement are not applicable to Switched Exchange Access Service. All Switched
Exchange Access Service and all Toll Traffic shall continue to be governed by
the terms and conditions of the applicable federal and state Tariffs.
5.7.4 Compensation for transport and termination of all Traffic which
has been subject to performance of INP by one Party for the other Party pursuant
to Section 14 shall be as specified in subsection 14.5.
5.7.5 The following designation of Traffic as Local or Toll for
purposes of compensation shall be based on the actual originating and
terminating points of the complete end-to-end call, regardless of the carrier(s)
involved in carrying any segment of the call.
5.7.6 Each Party reserves the right to measure and audit all Traffic
to ensure that proper rates are being applied appropriately. Each Party agrees
to provide the necessary Traffic data or permit the other Party's recording
equipment to be installed for sampling purposes in conjunction with any such
audit.
5.7.7 The Parties will engage in settlements of alternate-billed
calls (e.g. collect, calling card, and third-party billed calls) originated or
----
authorized by their respective Customers in New Jersey in accordance with the
terms of an appropriate billing services agreement for intraLATA intrastate
alternate-billed calls or such other arrangement as may be agreed to by the
Parties.
6.0 TRANSMISSION AND ROUTING OF EXCHANGE ACCESS TRAFFIC PURSUANT TO 251(c)(2).
6.1 SCOPE OF TRAFFIC
Section 6 prescribes parameters for certain trunks to be established over
the Interconnections specified in Section 4 for the transmission and routing of
traffic between Focal Telephone Exchange Service Customers and Interexchange
Carriers ("Access Toll Connecting Trunks"). This includes casually-dialed
(10XXX and 101XXXX) traffic.
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6.2 TRUNK GROUP ARCHITECTURE AND TRAFFIC ROUTING
6.2.1 Focal shall establish Access Toll Connecting Trunks by which it
will provide tandem-transported Switched Exchange Access Services to
Interexchange Carriers to enable such Interexchange Carriers to originate and
terminate traffic to and from Focal's Customers.
6.2.2 Access Toll Connecting Trunks shall be used solely for the
transmission and routing of Exchange Access to allow Focal's Customers to
connect to or be connected to the interexchange trunks of any Interexchange
Carrier which is connected to an BA Access Tandem.
6.2.3 The Access Toll Connecting Trunks shall be two-way trunks
connecting an End Office Switch Focal utilizes to provide Telephone Exchange
Service and Switched Exchange Access in a given LATA to an Access Tandem BA
utilizes to provide Exchange Access in such LATA.
6.2.4 The Parties shall jointly determine which BA Access Tandem(s)
will be subtended by each Focal End Office Switch. Focal's End Office switch
shall subtend the BA Access Tandem that would have served the same rate center
on BA's network. Alternative configurations will be discussed as part of the
Joint Plan.
6.3 MEET-POINT BILLING ARRANGEMENTS
6.3.1 Focal and BA will establish Meet-Point Billing arrangements in
order to provide a common transport option to Switched Access Services Customers
via an Access Tandem Switch in accordance with the Meet-Point Billing guidelines
contained in the OBF's MECAB and MECOD documents, except as modified herein, and
BA's New Jersey BPU Number 2, Section 2.4.8. The arrangements described in this
Section 6 are intended to be used to provide Switched Exchange Access Service
that originates and/or terminates on a Telephone Exchange Service that is
provided by either Party, where the transport component of the Switched Exchange
Access Service is routed through a Tandem Switch that is provided by BA.
6.3.2 In each LATA, the Parties shall establish MPB arrangements
between the applicable Rating Point/BA Local Serving Wire Center combinations.
6.3.3 Interconnection for the MPB arrangement shall occur at the BA-
IP in the LATA, unless otherwise agreed to by the Parties.
6.3.4 Focal and BA will use reasonable efforts, individually and
collectively, to maintain provisions in their respective state access tariffs,
and/or provisions within the National Exchange Carrier Association ("NECA")
tariff No. 4, or any successor Tariff sufficient to reflect the MPB arrangements
established pursuant to this Agreement.
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6.3.5 Each Party shall implement the "Multiple Bill/Single Tariff" or
"Multiple Bill/Multiple Tariff" option, as appropriate, in order to bill an IXC
for the portion of the jointly provided telecommunications service provided by
that Party.
6.3.6 The rate elements to be billed by each Party are as set forth
in Schedule 6.3. The actual rate values for each Party's affected access service
rate element shall be the rates contained in that Party's own effective federal
and state access tariffs, or other document that contains the terms under which
that Party's access services are offered. The MPB billing percentages for each
Rating Point/BA Local Serving Wire Center combination shall be calculated in
accordance with the formula set forth in subsection 6.3.16 below.
6.3.7 Each Party shall provide the other Party with the billing name,
billing address, and Carrier Identification Code ("CIC") of the IXC, and
identification of the IXC's Local Serving Wire Center in order to comply with
the MPB notification process as outlined in the MECAB document via facsimile or
such other media as the Parties may agree to.
6.3.8 BA shall provide Focal with the Switched Access Detail Usage
Data (category 1101XX records) on magnetic tape or via such other media as the
Parties may agree to, no later than ten (10) business days after the date the
usage occurred.
6.3.9 Focal shall provide BA with the Switched Access Summary Usage
Data (category 1150XX records) on magnetic tape or via such other media as the
Parties may agree, no later than ten (10) business days after the date of its
rendering of the bill to the relevant IXC, which bill shall be rendered no less
frequently than monthly.
6.3.10 Each Party shall coordinate and exchange the billing account
reference ("BAR") and billing account cross reference ("BACR") numbers or
Operating Company Name ("OCN"), as appropriate, for the MPB Service. Each Party
shall notify the other if the level of billing or other BAR/BACR elements
change, resulting in a new BAR/BACR number, or if the OCN changes.
6.3.11 Errors may be discovered by Focal, the IXC or BA. Each Party
agrees to provide the other Party with notification of any errors it discovers
within two (2) business days of the date of such discovery. In the event of a
loss of data, both Parties shall cooperate to reconstruct the lost data and, if
such reconstruction is not possible, shall accept a reasonable estimate of the
lost data based upon prior usage data.
6.3.12 Either Party may request a review or audit of the various
components of access recording up to a maximum of two (2) audits per calendar
year. All costs associated with each review and audit shall be borne by the
requesting Party. Such review or audit shall be conducted subject to
confidentiality protection and during regular business hours. A Party may
conduct additional audits, at its expense, upon the other Party's consent, which
consent shall not be unreasonably withheld.
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6.3.13 Nothing contained in this subsection 6.3. shall create any
liability for damages, losses, claims, costs, injuries, expenses or other
liabilities whatsoever on the part of either Party (other than as may be set
forth in MECAB or in any applicable Tariff).
6.3.14 The Parties shall not charge one another for the services
rendered or information provided pursuant to this subsection 6.3.
6.3.15 NTB will apply for all traffic bearing the 500, 900, 800/888
(to the extent provided by an IXC) or any other non-geographic NPA which may be
likewise designated for such traffic in the future.
6.3.16 In the event Focal determines to offer Telephone Exchange
Services in another LATA in which BA operates an Access Tandem Switch, BA shall
permit and enable Focal to subtend the BA Access Tandem Switch(es) designated
for the BA End Offices in the area where the Focal Rating Point(s) associated
with the NPA-NXX(s) to/from which the Switched Exchange Access Services are
homed. The MPB billing percentages for each new Rating Point/BA Local Serving
Wire Center combination shall be calculated according to the following formula:
a / (a + b) = Focal Billing Percentage
and
b / (a + b) = BA Billing Percentage
where:
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a = the airline mileage between the Rating Point and the actual
point of interconnection for the MPB arrangement; and
b = the airline mileage between the BA Local Serving Wire Center
and the actual point of interconnection for the MPB arrangement.
Focal shall inform BA of the LATA in which it intends to offer Telephone
Exchange Services and its calculation of the billing percentages which should
apply for such arrangement, as part of the notice required by subsection 4.4.1
above. Within ten (10) business days of Focal's delivery of notice to BA, BA
and Focal shall confirm the new Rating Point/BA Local Serving Wire Center
combination and billing percentages. Nothing in this subsection 6.3.16 shall be
construed to limit Focal's ability to select to interconnect with BA in
additional LATAs by means of Interconnection at a Local Serving Wire Center, to
the extent that such Interconnection is permitted under this Agreement.
6.4 800/888 TRAFFIC
The following terms shall apply when either Party delivers 800/888 calls to
the other Party for completion.
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6.4.1 When Focal delivers untranslated 800/888 calls to BA for
completion
(a) to an IXC, BA shall:
(i) Provide a MPB record in an industry standard
format to Focal; and
(ii) Bill the IXC the appropriate BA query charge
associated with the call.
(b) as an IntraLATA call to BA or another LEC in the LATA,
BA shall
(i) Provide a copy record in an industry standard
format to Focal;
(ii) Bill Focal the appropriate BA query charge
associated with the call; and
(iii) Submit the call records to ITORP for payment by
BA or the LEC that is the 800/888 service
provider of Focal's and any intermediate LEC's
Tariffed Exchange Access charges and query
charges.
6.4.2 When BA delivers 800/888 calls originated by BA's or another
LEC's Customers to Focal for completion
(a) to Focal in its capacity as an IXC, BA shall:
(i) Bill Focal the appropriate BA query charge
associated with the call; and
(ii) Bill Focal the appropriate FGD Exchange Access
charges associated with the call.
(b) as an IntraLATA call to Focal in its capacity as a LEC,
(i) BA submit the appropriate call records to ITORP
for payment by Focal of BA's (and another LEC's,
if appropriate) Tariffed Exchange Access
charges; and
(ii) Focal shall pay the originating LEC's
appropriate query charge associated with the
call.
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7.0 TRANSPORT AND TERMINATION OF OTHER TYPES OF TRAFFIC
7.1 INFORMATION SERVICES TRAFFIC
The following provisions shall apply only to Focal-originated Information
Services Traffic directed to an information services platform connected to BA's
network. At such time as Focal connects Information Services platforms to its
network, the Parties shall agree upon a suitable arrangement for BA-originated
Information Services Traffic.
7.1.1 Focal shall route Information Services Traffic that originates
on its own network to the appropriate information services platform(s) connected
to BA's network. Focal will establish a dedicated trunk group to the BA
information services serving switch. This trunk group will be utilized to allow
Focal to route information service traffic originated on its network to BA.
7.1.2 Focal shall provide an electronic file transfer or monthly
magnetic tape containing recorded call detail information to BA.
7.1.3 BA shall provide to Focal via electronic file transfer or
magnetic tape or other means as available all necessary information to rate the
Information Services Traffic to Focal's Customers pursuant to the BA's
agreements with each information services provider. Information shall be
provided in as timely a fashion as practical in order to facilitate record
review and reflect actual prices set by the individual information services
providers.
7.1.4 Focal shall bill and collect such information services provider
charges and remit the amounts collected to BA less:
(a) The Information Services Billing and Collection fee set
forth in Exhibit A; and
(b) An uncollectibles reserve calculated based on the
uncollectibles reserve in BA's billing and collection agreement with
the applicable information services provider; and
(c) Customer adjustments provided by Focal.
Focal shall provide to BA sufficient information regarding uncollectibles and
Customer adjustments to allow BA to pass through the adjustments to the
information services provider, and BA shall pass through such adjustments.
However, if the information services provider disputes such adjustments and
refuses to accept such adjustments, Focal shall reimburse BA for all such
disputed adjustments. Final resolution regarding all disputed adjustments shall
be solely between Focal and the information services provider.
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7.1.5 Nothing in this Agreement shall restrict either Party from
offering to its Telephone Exchange Service Customers the ability to block the
completion of Information Service Traffic.
7.1.6 The Parties may agree to separate arrangements for the billing
and compensation of variable rated (e.g. 970, 540) information services.
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7.1.7 The Information Services Traffic addressed herein does not
include 555 traffic or similar traffic with AIN service interfaces.
7.2 LSV/VC1 TRAFFIC
7.2.1 Each Party shall offer LSV and VCI services to enable its
Customers to verify and/or interrupt calls of the other Party's Customers. In
such instances, the other Party shall accept and respond to LSV and VCI requests
from the operator bureau of the requesting Party. Both the requesting Party
(Party A) and the responding Party (Party B) shall perform in accordance with
the terms set forth in this subsection 7.2 and pursuant to inter-Party rates to
be agreed upon between the Parties.
7.2.2 The Party B operator shall only verify the status of the line
(LSV) or interrupt the line to inform the called party that there is a call
waiting. The Party B operator will not complete the telephone call of the
Customer initiating the LSV/VCI request. The Party B operator will only make
one LSV/VCI attempt per Customer operator bureau telephone call, and the
applicable charges apply whether or not the called party releases the line.
7.2.3 Each Party's operator bureau shall accept LSV and VCI inquiries
from the operator bureau of the other Party in order to allow transparent
provision of LSV/VCI Traffic between the Parties' networks.
7.2.4 Each Party shall route LSV/VCI Traffic inquiries over separate
direct trunks (and not the Local/IntraLATA/InterLATA Trunks) established between
the Parties' respective operator bureaus. Each Party shall offer
interconnection for LSV/VCI traffic at its Local Serving Wire Center, operator
services Tandem Office subtended by such Local Serving Wire Center, or other
mutually agreed point in the LATA. Separate LSV/VCI trunks delivered at the
Local Serving Wire Center will be directed to the operator services Tandem
Office designated by Party B. Unless otherwise mutually agreed, the Parties
shall configure LSV/VCI trunks over the Interconnection architectures in
accordance with the terms of Section 4, consistent with the Joint Grooming Plan.
Party A shall outpulse the appropriate NPA, ATC Code, and Routing Code (operator
code) to Party B.
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7.3 TRANSIT SERVICE
7.3.1 Focal shall exercise all reasonable efforts to enter into a
reciprocal local traffic exchange arrangement (either via written agreement or
mutual tariffs) with any wireless carrier, ITC, CLEC, or other LEC to which it
sends, or from which it receives, local traffic that transits BA facilities over
Traffic Exchange Trunks. If Focal fails to enter into such an arrangement as
quickly as commercially reasonable following the Effective Date and to provide
copies thereof to BA, but continues to utilize BA's Transit Service for the
exchange of local traffic with such wireless carrier, ITC, CLEC, or other LEC,
Focal shall, in addition to paying the rate set forth in Exhibit A for said
Transit Service, pay BA any charges or costs such terminating third party
carrier imposes or levies on BA for the delivery or termination of such Traffic,
including any switched access charges, plus all reasonable expenses incurred by
BA in delivering or terminating such Traffic and/or resulting from Focal's
failure to secure said reciprocal local traffic exchange arrangement. BA will,
upon request, provide Focal with all reasonable cooperation and assistance in
obtaining such arrangements. The Parties agree to work cooperatively in
appropriate industry fora to promote the adoption of reasonable industry
guidelines relating to Transit Traffic.
7.3.2 Meet-Point Billing compensation arrangements as described in
subsection 6.3 shall be utilized for compensation for the joint handling of Toll
Traffic.
7.3.3 BA expects that most networks involved in Transit Traffic will
deliver each call to each involved network with CCS and the appropriate
Transactional Capabilities Application Part ("TCAP") message to facilitate full
interoperability of those services supported by BA and billing functions. In all
cases, each Party shall follow the Exchange Message Record ("EMR") standard and
exchange records between the Parties and with the terminating carrier to
facilitate the billing process to the originating network.
7.3.4 Transit Traffic shall be routed over the Traffic Exchange
Trunks described in Section 5 above.
7.4 911/E911 ARRANGEMENTS
7.4.1 Where this subsection 7.4 or other portions of this Agreement
refer to or describe 911/E911 functions, services, or facilities as BA
functions, services, or facilities, the Parties agree that, in New Jersey, some
such functions, services, and facilities are provided, owned, and controlled not
by BA but by the State of New Jersey, and that Focal will look to the State of
New Jersey, and not BA, and make arrangements with the State of New Jersey, and
not BA, for the provision of such functions, services, and facilities. BA will
cooperate with Focal in identifying all such functions, services, and facilities
that are provided, owned, or controlled by the State of New Jersey and in
identifying the contact points and procedures BA believes will facilitate
Focal's promptly securing such arrangements with the State of New Jersey as may
be necessary for the effective provision of 911/E911 service to Customers of
Focal.
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7.4.2 Path and route diverse interconnections for 911/E911 shall be
made at the Focal-IP, the BA-IP, or other points as necessary and mutually
agreed, and as required by law or regulation.
7.4.3 Upon request, BA will provide Focal with the following:
(a) an electronic interface, when available, through which Focal shall
input and provide a daily update of 911/E911 database information related
to appropriate Focal Customers. Until such time as an electronic interface
is available, Focal shall provide BA with all appropriate 911 information
such as name, address, and telephone number in writing for BA's entry into
the 911 database system. Any 911-related data exchanged between the
Parties shall conform to the National Emergency Number Association
standards;
(b) a file containing the Master Street Address Guide ("MSAG"), as may
be updated from time to time, for the exchanges or communities specified;
(c) a return of any Focal E911 data entry files containing errors, so
that Focal may ensure the accuracy of the Customer records; and
(d) PSAP 911 Tandem information.
7.4.4 In cases where a Customer of one Party elects to discontinue
its service and become the Customer of the other Party ("Party B") but desires
to retain its original telephone number pursuant to an INP or PNP arrangement,
Party B will outpulse the telephone number to which the call has been forwarded
(i.e. the Customer's ANI) to the 911 Tandem Office. Party B will also provide
---
the 911 database with both the forwarded number and the directory number, as
well as the appropriate address information of the Customer.
7.4.5 BA and Focal will use their best efforts to facilitate the
prompt, robust, reliable and efficient interconnection of Focal systems to the
911 /E911 platforms.
7.4.6 BA and Focal will work cooperatively to arrange meetings with
PSAPs to answer any technical questions the PSAPs, or county or municipal
coordinators may have regarding the 911/E911 arrangements. BA shall assist
Focal in identifying the appropriate person in each municipality for the purpose
of obtaining the ten-digit subscriber number of each PSAP.
7.4.7 The Parties acknowledge that the provision of INP, until PNP
with full 911 compatibility is available, creates a special need to have the
Automatic Location Identification ("ALI") screen reflect two number: the "old"
number and the "new" number assigned by Focal. The Parties acknowledge further
the objective of including the five character Telephone Company Identification
("TCI") of the company that provides service to the calling line as part of the
ALI display. Until such time as TCI is operational, however, BA and Focal agree
to supply and use the three-letter Access Carrier Name Abbreviation ("ACNA") as
the carrier identifier.
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7.4.8 Focal will compensate BA for connections to its 911/E911
pursuant to Exhibit A.
7.4.9 Focal will comply with all applicable rules and regulations
pertaining to the provision of 911/E911 services in New Jersey.
7.5 ANCILLARY TRAFFIC GENERALLY Ancillary Traffic that may be terminated
at a BA Local Serving Wire Center pursuant to subsection 4.5 above shall be
subject to a separate transport charge for transport from the Local Serving Wire
Center to the appropriate Tandem Office, as set forth in Exhibit A.
8.0 NUMBER RESOURCES, RATE CENTERS AND RATING POINTS
8.1 Nothing in this Agreement shall be construed to limit or otherwise
adversely affect in any manner either Party's right to employ or to request and
be assigned any Central Office (NXX) Codes pursuant to the Central Office Code
Assignment Guidelines, as may be amended from time to time, or to establish, by
Tariff or otherwise, Rate Centers and Rating Points corresponding to such NXX
codes. Until such time as number administration is provided by a third party,
BA shall provide Focal access to telephone numbers by assigning NXX codes to
Focal in accordance with such Assignment Guidelines.
8.2 It shall be the responsibility of each Party to program and update its
own switches and network systems in accordance with the Local Exchange Routing
Guide ("LERG") in order to recognize and route traffic to the other Party's
assigned NXX codes at all times. Neither Party shall impose any fees or charges
whatsoever on the other Party for such activities, except as expressly set forth
in this Agreement.
8.3 Unless mandated otherwise by a Board order, the Rate Center Areas will
be the same for each Party. During the term of this Agreement, Focal shall adopt
the Rate Center Areas and Rate Center Points that the Board has approved for BA,
in all areas where BA and Focal service areas overlap, and Focal shall assign
whole NPA-NXX codes to each Rate Center unless the LEC industry adopts
alternative methods of utilizing NXXs in the manner adopted by the NANP.
8.4 Focal will also designate a Routing Point for each assigned NXX code.
Focal shall designate one location for each Rate Center Area as the Routing
Point for the NPA-NXXs associated with that Area, and such Routing Point shall
be within the same LATA as the Rate Center Area but not necessarily within the
Rate Center Area itself.
8.5 Notwithstanding anything to the contrary contained herein, nothing in
this Agreement is intended to, and nothing in this Agreement shall be construed
to, in any way constrain Focal's choices regarding the size of the local calling
area(s) that Focal may establish for its Customers, which local calling areas
may be larger than, smaller than, or identical to, BA's local calling areas.
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9.0 NETWORK MAINTENANCE AND MANAGEMENT; OUTAGES
9.1 The Parties will work cooperatively to install and maintain a reliable
network. Focal and BA will exchange appropriate information (e.g., maintenance
contact numbers, network information, information required to comply with law
enforcement and other security agencies of the Government) to achieve this
desired reliability. In addition, the Parties will work cooperatively to apply
sound network management principles to alleviate or to prevent congestion.
9.2 Each Party recognizes a responsibility to follow the standards that
may be agreed to between the Parties and to employ characteristics and methods
of operation that will not interfere with or impair the service or any
facilities of the other or any third parties connected with or involved directly
in the network of the other.
9.3 INTERFERENCE OR IMPAIRMENT
If Party A reasonably determines that the characteristics and methods of
operation used by Party B will or may interfere with or impair its provision of
services, Party A shall have the right to discontinue Interconnection subject,
however, to the following:
9.3.1 Party A shall have given Party B ten (10) days' prior written
notice of interference or impairment or potential interference or impairment
which specifies the time within which Party B is to correct the condition; and,
9.3.2 Party A shall have concurrently provided a copy of the notice
provided to Party B under (a) above to the appropriate federal and/or state
regulatory bodies.
9.3.3 Notice in accord with subsections 9.3.1 and 9.3.2 above shall
not be required in emergencies and Party A may immediately discontinue
Interconnection if reasonably necessary to meet its obligations. In such case,
however, Party A shall use all reasonable means to notify Party B and the
appropriate federal and/or state regulatory bodies.
9.3.4 Upon correction of the interference or impairment, Party A will
promptly renew the Interconnection. During such period of discontinuance, there
will be no compensation or credit allowance by Party A to Party B for
interruptions.
9.4 REPEATED OR WILLFUL NONCOMPLIANCE
9.4.1 The Interconnection provided hereunder may be discontinued by
either Party upon thirty (30) days written notice to the other for repeated or
willful violation of and/or a refusal to comply with this Agreement. The Party
discontinuing will notify the appropriate federal and/or state regulatory bodies
concurrently with the notice to the other Party of the prospective
discontinuance.
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9.5 OUTAGE REPAIR STANDARD
In the event of an outage or trouble in any arrangement, facility, or
service being provided by a Party hereunder, the providing Party will follow
procedures for isolating and clearing the outage or trouble that are no less
favorable than those that apply to comparable arrangements, facilities, or
services being provided by the providing Party to any other carrier whose
network is connected to that of the providing Party. Focal and BA may agree to
modify those procedures from time to time based on their experience with
comparable Interconnection arrangements with other carriers.
9.6 NOTICE OF CHANGES -- SECTION 251(c)(5).
If a Party makes a change in its network which it believes will materially
affect the interoperability of its network with the other Party's network, the
Party making the change shall provide at least ninety (90) days advance written
notice of such change to the other Party.
10. JOINT NETWORK RECONFIGURATION AND GROOMING PLAN; AND INSTALLATION,
MAINTENANCE, TESTING AND REPAIR.
10.1 JOINT NETWORK RECONFIGURATION AND GROOMING PLAN. Within ninety (90)
days of the date the parties first establish Interconnection hereunder, unless
the Parties agree to a different date, Focal and BA shall jointly develop a
grooming plan (the "Joint Plan") which shall define and detail, inter alia,
----- ----
(a) modifications to the agreement on physical architecture consistent
with the guidelines defined in Section 4;
(b) standards to ensure that Interconnection trunk groups experience a
grade of service, availability and quality which is comparable to that
achieved on interoffice trunks within BA's network and in accord with all
appropriate relevant industry-accepted quality, reliability and
availability standards. Trunks provided by either Party for
Interconnection services will be engineered using a design blocking
objective of B.01;
(c) the respective duties and responsibilities of the Parties with
respect to the administration and maintenance of the trunk groups,
including, but not limited to, standards and procedures for notification
and discoveries of trunk disconnects;
(d) disaster recovery provision escalations;
(e) migration from one-way to two-way Interconnection Trunks upon
mutual agreement of the Parties;
(f) actual meet point locations on the SONET system; and
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(g) such other matters as the Parties may agree.
10.2 INSTALLATION, MAINTENANCE, TESTING AND REPAIR. BA's standard
intervals for Feature Group D Switched Exchange Access Services will be used for
Interconnection. Focal shall meet the same intervals for comparable
installations, maintenance, joint testing, and repair of its facilities and
services associated with or used in conjunction with Interconnection or shall
notify BA of its inability to do so and will negotiate such intervals in good
faith. The Parties agree that the standards to be used by each Party for
isolating and clearing any disconnections and/or other outages or troubles shall
be no less favorable than those applicable to comparable arrangements,
facilities, or services being provided by such Party to any other carrier whose
network is connected to that of the providing Party.
10.3 FORECASTING REQUIREMENTS FOR TRUNK PROVISIONING. Within sixty (60)
days of executing this Agreement, Focal shall provide BA a one (1) year traffic
forecast. This initial forecast will provide the amount of traffic to be
delivered to each of BA's End Offices affected by the exchange of traffic. The
forecast shall be updated and provided to BA on a quarterly basis, and include
Access Carrier Terminal Location (ACTL), traffic type (local/toll, operator
services, 911, etc.), code (identifies trunk group), A location/Z location (CLLI
codes), interface type (e.g., DS1), and trunks in service each year
(cumulative).
10.3.1 Initial Forecasts/Trunking Requirements. Because BA's trunking
---------------------------------------
requirements will, at least during an initial period, be dependent on the
customer segments and service segments within customer segments to whom Focal
decides to market its services, BA will be largely dependent on Focal to provide
accurate trunk forecasts for both inbound (from BA) and outbound (from Focal)
traffic. BA will, as an initial matter and upon request, provide the same number
of trunks to terminate local traffic to Focal as Focal provides to terminate
local traffic to BA, unless Focal expressly identifies particular situations
that are expected to produce traffic that is substantially skewed in either the
inbound or outbound direction, in which case BA will provide the number of
trunks Focal suggests. Upon the establishment of any new set of trunks for
traffic from BA to Focal, BA will monitor traffic for ninety (90) days, and
will, as necessary at the end of that period, either augment trunks or
disconnect trunks, based on the application of reasonable engineering criteria
to the actual traffic volume experienced. If, after such 90-day period, BA has
determined that the trunks are not warranted by actual traffic volumes, then, on
ten (10) days' written notice, BA may hold Focal financially responsible for
such trunks retroactive to the start of the 90-day period until such time as
they are justified by actual traffic volumes, based on the application of
reasonable engineering criteria. To the extent that BA requires Focal to install
trunks for delivery of traffic to BA, Focal may apply the same procedures with
respect to BA's trunking requirements.
11.0 UNBUNDLED ACCESS - SECTION 251(c)(3).
To the extent required of each Party by Section 251 of the Act, each Party
shall offer to the other Party nondiscriminatory access to Network Elements on
an unbundled basis at any technically feasible point. BA shall unbundle and
separately price and offer Network Elements such that Focal
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will be able to lease and interconnect to whichever of the Network Elements
Focal requires, and to combine the BA-provided elements with any facilities and
services that Focal may itself provide, except that Focal shall not recombine
Network Elements purchased from BA for use as a substitute for the purchase at
wholesale rates of Telecommunications Services that BA provides unless otherwise
mandated by the FCC or the Board or agreed to by other carriers.
11.1 UNBUNDLED LOCAL LOOP ("ULL") TRANSMISSION TYPES
Subject to subsection 11.4, BA shall allow Focal to access the following
ULL types (in addition to those ULLs available under applicable tariffs)
unbundled from local switching and local transport in accordance with the terms
and conditions set forth in this subsection 11.1.
11.1.1 "2-Wire Analog Voice Grade ULL" or "Analog 2W" provides an
effective 2-wire channel with 2-wire interfaces at each end that is suitable for
the transport of analog voice grade (nominal 300 to 3000 Hz) signals and loop-
start signaling. The service is more fully described in Bell Atlantic TR-72565.
If "Customer-Specified Signaling" is requested, the service will operate with
one of the following signaling types that may be specified when the service is
ordered: loop-start, ground-start, loop-reverse-battery, and no signaling. The
service is more fully described in Bell Atlantic TR-72570.
11.1.2 "4-Wire Analog Voice Grade ULL" or "Analog 4W" provides an
effective 4-wire channel with 4-wire interfaces at each end that is suitable for
the transport of analog voice grade (nominal 300 to 3000 Hz) signals. The
service will operate with one of the following signaling types that may be
specified when the service is ordered: loop-start, ground-start, loop-reverse-
battery, duplex, and no signaling. The service is more fully described in Bell
Atlantic TR-72570.
11.1.3 "2-Wire ISDN Digital Grade ULL" or "BRI ISDN" provides a
channel with 2-wire interfaces at each end that is suitable for the transport of
160 kbps digital services using the ISDN 2B1Q line code.
11.1.4 "2-Wire ADSL-Compatible ULL" or "ADSL 2W" provides a channel
with 2-wire interfaces at each end that is suitable for the transport of digital
signals up to 61Mbps toward the Customer and up to 640 kbps from the Customer.
BA will offer ADSL-Compatible ULLs only when the technology BA uses to provide
such ULLs is compatible with that of Focal. In addition, ADSL-Compatible ULLs
will be available only where existing copper facilities can meet applicable
industry standards.
11.1.5 "2-Wire HDSL-Compatible ULL" or "HDSL 2W" provides a channel
with 2-wire interfaces at each end that is suitable for the transport of 784
kbps digital signals simultaneously in both directions using the 2BlQ line code.
HDSL compatible ULLs will be available only where existing copper facilities can
meet the specifications.
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11.1.6 "4-Wire HDSL-Compatible ULL" or "HDSL 4W" provides a channel
with 4-wire interfaces at each end. Each 2-wire channel is suitable for the
transport of 784 kbps digital signals simultaneously in both directions using
the 2B1Q line code. HDSL compatible ULLs will be available only where existing
copper facilities can meet the specifications.
11.1.7 ULLs will be offered on the terms and conditions specified
herein and on such other terms in applicable Tariffs that are not inconsistent
with the terms and conditions set forth herein. BA shall make ULLs available to
Focal at the rates specified by the Board, as amended from time to time, subject
to the provisions of subsection 11.1.8 below.
11.1.8 BA will make Analog 2-Wire ULLs available for lease by Focal
in accordance with the schedule set forth in Schedule 3.0. BA will make BRI ISDN
and Analog 4W ULLs available for lease by Focal by the later of January 1, 1997,
or the date when the ULL milestone contained in Schedule 3.0 is achieved in the
LATA. BA will make ADSL 2W, HDSL 2W, and HDSL 4W ULLs available for lease by
Focal as soon as practicable, but in any event no later than six months, after
BA makes the services using equivalent loop facilities commercially available to
its own end-user Customers in New Jersey. Upon request by either BA or Focal,
the Parties shall agree upon a reasonable schedule and location for a technical
and operational trial(s) of ADSL 2W, HDSL 2W, and/or HDSL 4W ULLs. Such trial(s)
may, by mutual agreement, be conducted in any jurisdiction in which affiliates
of BA and Focal both operate. Upon successful completion of such trial(s), the
Parties shall agree upon an implementation schedule for the ULL type(s) subject
to such trial(s), which schedule shall begin no later than ninety (90) days
after successful completion of such trial(s).
11.2 PORT TYPES
BA shall make available to Focal unbundled 2-wire analog line and 2-wire
analog trunk Ports on the terms and conditions specified herein and on such
other terms in applicable Tariffs that are not inconsistent with the terms and
conditions set forth herein. BA will offer Focal Ports utilizing other
technologies as they become available, upon bona fide request by Focal.
11.3 TRUNK SIDE LOCAL TRANSPORT
BA shall provide Focal local transport from the trunk side of BA's Central
Office Switches using private lines and special access services unbundled from
switching and other services in accordance with the terms and conditions of BA's
existing or filed Tariffs, as referenced in Exhibit A.
11.4 LIMITATIONS ON UNBUNDLED ACCESS
11.4.1 Unless otherwise mandated by the FCC or the Board or agreed to
by BA with other carriers, Focal may not cross-connect a BA-provided ULL to a
BA-provided Port, but instead shall purchase a network access line under
applicable tariffs.
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11.4.2 BA shall only be required to make available ULLs and Ports
where such ULLs and Ports are available.
11.4.3 Focal shall access BA's unbundled Network Elements
specifically identified in this Agreement via Collocation in accordance with
Section 13 at the BA Wire Center where those elements exist and each ULL or Port
shall be delivered to Focal's Collocation by means of a Cross Connection.
11.4.4 BA shall provide Focal access to its Unbundled Local Loops at
each of BA's Wire Centers for loops terminating in that Wire Center. In
addition, if Focal requests one or more ULLs provisioned via Integrated Digital
Loop Carrier or Remote Switching technology deployed as a ULL concentrator, BA
shall, where available, move the requested ULL(s) to a spare, existing physical
ULL at no additional charge to Focal. If, however, no spare physical ULL is
available, BA shall within three (3) business days of Focal's request notify
Focal of the lack of available facilities. Focal may then at its discretion make
a Network Element Bona Fide Request to BA to provide the Unbundled Local Loop
through the demultiplexing of the integrated digitized ULL(s). Focal may also
make a Network Element Bona Fide Request for access to Unbundled Local Loops at
the ULL concentration site point. Alternatively, Focal may choose to avail
itself of BA's Special Construction services, as set forth in Exhibit A, for the
provisioning of such ULL(s). Notwithstanding anything to the contrary in this
Agreement, the provisioning intervals set forth in subsection 11.6 and the
Performance Criteria and Performance Interval Dates set forth in subsection 27.1
and Schedule 27, respectively, shall not apply to ULLs provided under this
subsection 11.4.4.
11.4.5 If Focal orders a ULL type and the distance requested on such
ULL exceeds the transmission characteristics in applicable technical references,
distance extensions may be required and additional rates and charges shall apply
as set forth in Exhibit A or applicable Tariffs.
11.4.6 BA will exercise all reasonable efforts to ensure that the
service intervals that apply to ULLs and unbundled Ports are comparable to the
(i) repair intervals that apply to the bundled dial tone line service, and (ii)
installation intervals that apply to other BA-coordinated services, except as
provided in Section 27. Although BA will make commercially reasonable efforts
to ensure that ULLs and unbundled ports meet specified or agreed-upon technical
standards, BA makes no warranty that the ULLs or unbundled Ports supplied by BA
hereunder will be compatible with the services Focal may offer to its Customers
if they are used in a manner not contemplated by the Parties.
11.5 AVAILABILITY OF OTHER NETWORK ELEMENTS ON AN UNBUNDLED BASIS
11.5.1 BA shall, upon request of Focal, and to the extent
technically feasible, provide to Focal access to its Network Elements on an
unbundled basis for the provision of Focal's Telecommunications Service. Any
request by Focal for access to an BA Network Element that is not already
available shall be treated as a Network Element Bona Fide Request. Focal shall
provide BA
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access to its Network Elements as mutually agreed by the Parties or as required
by the Board or FCC.
11.5.2 A Network Element obtained by one Party from the other Party
under this subsection 11.5 may be used in combination with the facilities of the
requesting Party only to provide a Telecommunications Service, including
obtaining billing and collection, transmission, and routing of the
Telecommunications Service.
11.5.3 Notwithstanding anything to the contrary in this subsection
11.5, a Party shall not be required to provide a proprietary Network Element to
the other Party under this subsection 11.5 except as required by the Board or
FCC.
11.6 PROVISIONING OF UNBUNDLED LOCAL LOOPS
The following coordination procedures shall apply for conversions of
"live" Telephone Exchange Services to ULLs. These and other mutually agreed-upon
procedures shall apply reciprocally for the "live" cutover of Customers from BA
to Focal and from Focal to BA.
11.6.1 Upon request by Focal, BA will apply the following
coordination procedures to conversions of live Telephone Exchange Services to
ULLs. Coordinated cutover charges will apply to any such arrangement, only to
the extent provided by Section A.4.a of Exhibit A. If Focal elects not to
request coordinated cutover, BA will process Focal's request in the normal
course and subject to the normal installation intervals.
11.6.2 Focal shall request LTLLs from BA by delivering to BA a valid
electronic transmittal service order (when available) or another mutually
agreed-upon type of service order. Such service order shall be provided in
accordance with industry format and specifications or such format and
specifications as may be agreed to by the Parties. Within forty-eight (48)
hours of BA's receipt of such valid service order, BA shall provide Focal the
firm order commitment date according to the Performance Interval Dates set forth
in Schedule 27 by which the ULLs covered by such service order will be
installed. In addition, BA shall provide Focal with the related ULL design
information, if available, at least forty eight (48) hours prior to the
scheduled cutover time.
11.6.3 On each ULL order in a Wire Center, Focal and BA will agree
on a cutover time at least forty eight (48) hours before that cutover time. The
cutover time will be defined as a 15-30 minute window within which both the
Focal and BA personnel will make telephone contact to complete the cutover.
11.6.4 Within the appointed 15-30 minute cutover time, the Focal
person will call the BA organization designated to coordinate cross-connection
work and when the BA organization is reached in that interval such work will be
promptly performed.
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11.6.5 If Focal requires a change in scheduling, it must contact BA
to issue a supplement to the original order. The negotiations process to
determine the date and time of cutover will then be reinitiated as usual.
11.6.6 If the Focal person is not ready within the appointed
interval and if Focal had not called to reschedule the work at least two (2)
hours prior to the start of the interval, Focal shall be liable for the non-
recurring charge for the unbundled elements scheduled for the missed
appointment. In addition, non-recurring charges for the rescheduled appointment
will apply.
11.6.7 If BA is not available or not ready at any time during the
appointed 15-30 minute interval, Focal and BA will reschedule and BA will waive
the non-recurring charge for the unbundled elements originally scheduled for
that interval, whenever those unbundled elements are actually cut over pursuant
to an agreed-upon rescheduling.
11.6.8 The standard time expected from disconnection of a live
Telephone Exchange Service to the connection of the unbundled element to the
Focal Collocation Arrangement is fifteen (15) minutes per voice grade circuit
for all orders consisting of fifteen (15) LTLLs or less. Orders involving more
than fifteen (15) ULLs will require a negotiated interval.
11.6.9 If unusual or unexpected circumstances prolong or extend the
time required to accomplish the coordinated cutover, the Party responsible for
such circumstances is responsible for the reasonable labor charges of the other
Party. Delays caused by the Customer are the responsibility of Focal.
11.6.10 If Focal has ordered INP as part of an ULL installation, BA
will coordinate implementation of INP with the ULL installation. BA's provision
of unbundled elements shall in all cases be subject to the availability of
suitable facilities, to the extent permitted by Section 251 of the Act.
11.6.11 If Focal requests or approves a BA technician to perform
services on the network side of the Rate Demarcation Point beyond normal
installation of the ULLs covered by the service order, BA may charge Focal for
any additional and reasonable labor charges to perform such services. BA may
also charge Focal its normal overtime rates for services Focal requests to be
performed outside of BA's normal business hours (M-F, 9 am to 5 pm, E.S.T.).
11.7 MAINTENANCE OF UNBUNDLED LOCAL LOOPS
If (i) Focal reports to BA a Customer trouble, (ii) Focal requests a
dispatch, (iii) BA dispatches a technician, and (iv) such trouble was not caused
by BA's facilities or equipment, then Focal shall pay BA a per-trip charge and
labor charges per quarter hour increments for time associated with said
dispatch, as set forth in Exhibit A. In addition this charge also applies in
situations when the Customer contact as designated by Focal is not available at
the appointed time. Focal accepts responsibility for initial trouble isolation
and providing BA with appropriate dispatch
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information based on their test results. If, as the result of Focal
instructions, BA is erroneously requested to dispatch within the Central Office,
BA may levy on Focal an appropriate charge.
11.8 RATES AND CHARGES
BA shall charge the non-recurring and monthly recurring rates for
unbundled Local Loops and other Network Elements set forth in Exhibit A.
12.0 RESALE - SECTIONS 251(c)(4) and 251(b)(1).
12.1 AVAILABILITY OF RETAIL RATES FOR RESALE
Each Party shall make available its Telecommunications Services for resale
at the retail rates set forth in its Tariffs to the other Party in accordance
with Section 25 l(b)(1) of the Act. In addition, BA and Focal shall each allow
the resale by the other of all Telecommunications Services that are offered
primarily or entirely to other Telecommunications Carriers (e.g., Switched and
----
special Exchange Access Services) at the rates already applicable to such
services. BA shall also allow the resale by Focal of such other non-
Telecommunications Services as BA, in its sole discretion, determines to provide
for resale under terms and conditions to be agreed to by the Parties.
12.2 AVAILABILITY OF WHOLESALE RATES FOR RESALE
BA shall make available to Focal for resale all Telecommunications
Services that BA provides at retail to Customers that are not Telecommunications
Carriers at the retail prices set forth in BA's Tariffs less the wholesale
discount set forth in Exhibit A in accordance with Section 251(c)(4) of the Act.
Such services shall be provided in accordance with the terms of the applicable
retail services Tariff(s), including, without limitation, user or user group
restrictions, as the case may be, subject to the requirement that such
restrictions shall in all cases comply with the requirements of Section 251 of
the Act and the FCC Regulations regarding restrictions on resale. The Parties
may also agree to negotiate term and/or volume discounts for resold services.
12.3 AVAILABILITY OF SUPPORT SERVICES AND BRANDING FOR RESALE
BA shall make available to Focal the various support services for resale
described in Schedule 12.3 hereto in accordance with the terms set forth
therein. In addition, to the extent required by Applicable Laws, upon request
by Focal and at prices, terms and conditions to be negotiated by Focal and BA,
BA shall provide BA Retail Telecommunications Services (as defined in Schedule
12.3) that are identified by Focal's trade name, or that are not identified by
trade name, trademark or service mark.
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12.4 ADDITIONAL TERMS GOVERNING RESALE AND USE OF BA SERVICES
12.4.1 Focal shall comply with the provisions of this Agreement
(including, but not limited to, all applicable BA Tariffs) regarding resale or
use of BA services. In addition, Focal shall make reasonable efforts in good
faith to ensure that its Customers comply with the provisions of BA's Tariffs
applicable to their use of BA's Telecommunications Services.
12.4.2 Without in any way limiting subsection 12.4.1, Focal shall
not resell (a) residential service to business or other nonresidential Customers
of Focal, (b) Lifeline or other means-tested service offerings, or grandfathered
service offerings, to persons not eligible to subscribe to such service
offerings from BA, or (c) any other BA service in violation of any user or user
group restriction that may be contained in the BA Tariff applicable to such
service to the extent such restriction is not prohibited by Applicable Laws. In
addition, Focal shall be subject to the same limitations that BA's own retail
Customers may be subject to with respect to any Telecommunications Service that
BA may, in its discretion and to the extent not prohibited by Applicable Laws,
discontinue offering. Except as otherwise provided by this Agreement or
Applicable Laws, BA will give Focal notice in writing or electronically (which
may be by giving Focal access to a database or an Internet site that contains
the applicable information, or by other electronic means) of material
modification of the operation, or discontinuance, of BA Retail
Telecommunications Services (as defined in Schedule 12.3) furnished under this
Agreement for resale at least 60 days prior to the time the material
modification or discontinuance becomes effective.
12.4.3 BA shall not be obligated to offer to Focal at a wholesale
discount Telecommunications Services that BA offers at a special promotional
rate if such promotions are for a limited duration of ninety (90) days or less.
12.4.4 Focal shall provide to BA, in accordance with BA's Tariffs,
adequate assurance of payment of charges due to BA in connection with Focal's
purchase of BA Telecommunications Services for resale. For the purposes of
providing such adequate assurance of payment, Focal shall be deemed to be a
business customer, even if Focal is purchasing Telecommunications Services for
resale to residential customers.
12.4.5 Focal shall not be eligible to participate in any BA plan or
program under which BA end user retail Customers may obtain products or
merchandise, or services which are not Bell Atlantic Retail Telecommunications
Services (as defined in Schedule 12.3), in return for tying, agreeing to
purchase, purchasing, or using Bell Atlantic Retail Telecommunications Services.
13.0 COLLOCATION SECTION 251(c)(6).
13.1 BA shall offer to Focal Physical Collocation of equipment necessary
for Interconnection (pursuant to Section 4) or for access to unbundled Network
Elements (pursuant to Section 11.0), except that BA may offer only Virtual
Collocation if BA demonstrates to the Board
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that Physical Collocation is not practical for technical reasons or because of
space limitations, as provided in Section 251(c)(6) of the Act. BA shall provide
such Collocation solely for the purpose of Interconnection with facilities or
services of BA or access to unbundled Network Elements of BA, except as
otherwise mutually agreed to in writing by the Parties or as required by the FCC
or the Board, subject to applicable federal and state Tariffs.
13.2 Although not required to do so by Section 251(c)(6) of the Act, by
this Agreement, Focal agrees to offer to BA Collocation (at Focal's option
either Physical or Virtual) of equipment for purposes of Interconnection
(pursuant to Section 4) on a non-discriminatory basis and at comparable rates,
terms and conditions as Focal may provide to other third parties. Focal shall
provide such Collocation subject to applicable Tariffs.
13.3 Where Focal is Virtually Collocated on the date hereof on a premise
that was initially prepared for Physical Collocation for Focal, Focal may elect
to (i) retain its Virtual Collocation in that premises, and/or (ii) establish
Physical Collocation in that premises pursuant to current procedures and
applicable Tariffs. BA will not assess to Focal non-recurring charges for
central office common area construction to transition existing virtual
collocation arrangements to physical collocation arrangements in offices where
Focal previously paid such charges. BA will also waive cage construction
charges for cages of the same size originally paid for by Focal. Focal shall
coordinate with BA for rearrangement of Focal's equipment, facilities, and
circuits. All applicable Physical Collocation recurring charges shall apply.
13.4 Where Focal is Virtually Collocated on the date hereof on a premise
that was initially prepared for Focal as Virtual Collocation, Focal may elect to
(i) retain its Virtual Collocation in that premises, or (ii) unless it is not
practical for technical reasons or because of space limitations, convert its
Virtual Collocation at such premises to Physical Collocation, in which case
Focal shall coordinate the construction and rearrangement with BA of its
equipment, facilities, and circuits, and for which Focal shall pay BA at
applicable Tariff rates. In addition, all Physical Collocation recurring
charges shall apply.
13.5 For both Physical Collocation and Virtual Collocation, the
Collocating Party shall provide its own or third-party leased transport
facilities and terminate those transport facilities in equipment located in its
Physical Collocation space, or in its virtually collocated equipment, at the
Housing Party's premises as described in applicable Tariffs, and purchase Cross
Connection to services or facilities as described in applicable Tariffs.
13.6 Collocation shall occur under the terms of each Party's applicable
and available Tariffs. Collocation is offered for network Interconnection
between the Parties. Unless otherwise agreed to by the Parties or either Party
is required by applicable law to permit on its collocated premises, neither
Party shall use a Collocation Arrangement to directly interconnect with a third
party's equipment or facilities collocated at the same location.
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SECTION 251(b) PROVISIONS
14.0 NUMBER PORTABILITY -- SECTION 251(b)(2).
14.1 SCOPE
14.1.1 The Parties shall provide Local Telephone Number Portability
("LTNP") on a reciprocal basis to each other to the extent technically feasible,
and in accordance with rules and regulations as from time to time prescribed by
the FCC and/or the Board.
14.1.2 Until Permanent Number Portability is implemented by the
industry pursuant to regulations issued by the FCC and/or the Board, the Parties
agree to reciprocally provide Interim Number Portability to each other at the
prices listed in Exhibit A. Such agreed upon prices for INP are not intended to
reflect either Party's views on the cost recovery mechanisms being considered by
the FCC in its current proceeding on number portability issues.
14.1.3 Upon the agreement of the Parties or issuance of applicable
FCC and/or Board order(s) or regulations mandating the adoption of a Permanent
Number Portability ("PNP") arrangement, BA and Focal will commence migration
from INP to the agreed-upon or mandated PNP arrangement as quickly as
practically possible while minimizing interruption or degradation of service to
their respective Customers. Once PNP is implemented, either Party may withdraw,
at any time and at its sole discretion, its INP offerings, subject to advance
notice to the other Party and coordination to allow the seamless and transparent
conversion of INP Customer numbers to PNP. Upon implementation of PNP pursuant
to FCC or Board regulation, both Parties agree to conform and provide such PNP.
To the extent PNP rates or cost recovery mechanisms are not established by the
applicable FCC or Board order or regulation mandating the adoption of PNP, the
Parties will negotiate in good faith the charges or cost recovery mechanism for
PNP service at such time as a PNP arrangement is adopted by the Parties.
14.1.4 Under either an INP or PNP arrangement, Focal and BA will
implement a process to coordinate LTNP cutovers with ULL conversions (as
described in Section 11 of this Agreement).
14.2 PROCEDURES FOR PROVIDING INP THROUGH REMOTE CALL FORWARDING
Focal and BA will provide INP through Remote Call Forwarding as follows:
14.2.1 A Customer of one Party ("Party A") elects to become a
Customer of the other Party ("Party B"). The Customer elects to utilize the
original telephone number(s) corresponding to the Telephone Exchange Service(s)
it previously received from Party A, in conjunction with the Telephone Exchange
Service(s) it will now receive from Party B. Upon receipt of a service order
from Party B requesting assignment of the number(s) to Party B, Party A will
implement an arrangement whereby all calls to the original telephone number(s)
will be forwarded
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to a new telephone number(s) designated by Party B, only within the same
Exchange Area as the original telephone number(s). Party A will route the
forwarded traffic to Party B over the appropriate traffic exchange trunk groups.
14.2.2 Party B will become the customer of record for the original
Party A telephone number(s) subject to the INP arrangements. Upon the execution
of an appropriate billing services agreement or such other mutually agreed-upon
arrangement between the Parties, Party A shall use its reasonable efforts to
consolidate into as few billing statements as possible collect, calling card,
and third-number billed calls associated with the number(s), with sub-account
detail by retained number.
14.2.3 Party A will update its Line Information Database ("LIDB")
listings for retained numbers, and restrict or cancel calling cards associated
with those forwarded numbers as directed by Party B. In addition, Party A will
update the retained numbers in the LIDB with the screening options provided by
Party B on a per order basis. Party B shall determine which of the screening
options offered by Party A should apply to the Party B Customer account.
14.2.4 Party B will outpulse the telephone number to which the call
has been forwarded to the 911 Tandem Office. Party B will also provide the 911
database with both the forwarded number and the directory number, as well as the
appropriate address information of the Customer.
14.2.5 Party A shall be permitted to cancel INP arrangements and
reassign the telephone number(s) upon receipt of notification from Party B or a
third party that is authorized to act on behalf of the Customer. Party A shall
provide notification to Party B of third party orders affecting the INP service
of a Party B Customer. The Parties agree to work cooperatively to develop
procedures or adopt industry standards or practices concerning the initiation
and termination of INP service in a multi-carrier environment.
14.2.6 The INP service offered herein shall not initially apply to
NXX Codes 555, 915, 976, or 950, or for Feature Group A or coin telephone
service. Upon request of either Party, provision of INP to these services will
be mutually negotiated between the parties and provided to the extent feasible
under negotiated rates, terms and conditions. INP shall not apply for any
arrangement that would render the forwarded call Toll Traffic.
14.2.7 The ordering of INP arrangements and the exchange of
screening information shall be made in accordance with industry-accepted (e.g.
---
OBF developed) format and specifications to the extent they have been
implemented by the Parties.
14.3 PROCEDURES FOR PROVIDING INP THROUGH DIRECT INWARD DIAL TRUNKS (FLEX-
DID) Either Party may also request INP through Direct Inward Dial Trunks
pursuant to any applicable Tariffs.
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14.4 PROCEDURES FOR PROVIDING LTNP THROUGH FULL NXX CODE MIGRATION Where
either Party has activated an entire NXX for a single Customer, or activated a
substantial portion of an NXX for a single Customer, with the remaining numbers
in that NXX either reserved for future use by that Customer or otherwise unused,
if such Customer chooses to receive Telephone Exchange Service from the other
Party, the first Party shall cooperate with the second Party to have the entire
NXX reassigned in the LERG (and associated industry databases, routing tables,
etc.) to an End Office operated by the second Party. Such transfer will be
accomplished with appropriate coordination between the Parties and subject to
appropriate industry lead-times for movements of NXXs from one switch to
another. Neither Party shall charge the other in connection with this
coordinated transfer.
14.5 RECEIPT OF TERMINATING COMPENSATION ON TRAFFIC TO INP'ED NUMBERS
The Parties agree in principle that, under the INP arrangements described
in subsections 14.2 and 14.3 above, terminating compensation on calls to INP'ed
numbers should be received by each Customer's chosen LEC as if each call to the
Customer had been originally addressed by the caller to a telephone number
bearing an NPA-NXX directly assigned to the Customer's chosen LEC. In order to
accomplish this objective where INP is employed, the Parties shall utilize the
process set forth in this subsection 14.5 whereby terminating compensation on
calls subject to INP will be passed from the Party (the "Performing Party")
which performs the INP to the other Party (the "Receiving Party") for whose
Customer the INP is provided.
14.5.1 The Parties shall individually and collectively make best
efforts to track and quantify INP traffic between their networks based on the
CPN of each call by identifying CPNs which are INP'ed numbers. The Receiving
Party shall charge the Performing Party for each minute of INP traffic at the
INP Traffic Rate specified in subsection 14.5.3 in lieu of any other
compensation charges for terminating such traffic, except as provided in
subsection 14.5.2.
14.5.2 By the Interconnection Activation Date in each LATA, the
Parties shall jointly estimate for the prospective six months, based on historic
data of all traffic in the LATA, the percentages of such traffic that, if dialed
to telephone numbers bearing NPA-NXXs directly assigned to a Receiving Party (as
opposed to the INP'ed number), would have been subject to (i) Reciprocal
Compensation ("Recip Traffic"), (ii) appropriate intrastate FGD charges
("IntraTraffic"), (iii) interstate FGD charges ("Inter Traffic"), or (iv)
handling as Transit Traffic. On the date which is six (6) months after the
Interconnection Activation Date, and thereafter on each succeeding six month
anniversary of such Interconnection Activation Date, the Parties shall establish
new INP traffic percentages to be applied in the prospective six (6) month
period, based on the Performing Party's choice of actual INP traffic percentages
from the preceding six (6) month period or historic data of all traffic in the
LATA.
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14.5.3 The INP Traffic Rate shall be equal to the sum of:
(Recip Traffic percentage times the Reciprocal Compensation Rate set forth in
Exhibit A)
plus
----
(Intra Traffic percentage times Receiving Party's effective intrastate FGD
-----
rates)
plus
----
(Inter Traffic percentage times Receiving Party's effective interstate FGD
-----
rates).
The Receiving Party shall compensate the Performing Party for its billing
and collection of charges for the intrastate and interstate FGD access services
provided by the Receiving Party to a third party through the greater of (i) the
difference between the intrastate and interstate FGD rates of the Receiving
Party and the Performing Party, or (ii) three percent (3%) of the Performing
Party's intrastate and interstate FGD revenues for INP'ed numbers. Under no
circumstances shall the Performing Party, in performing the billing and
collections service on behalf of the Receiving Party, be obligated to pass
through more than ninety seven percent (97%) of its FGD access charge to the
Receiving Party in connection with any given INP'ed call.
14.6 RECOVERY OF INP COSTS PURSUANT TO FCC ORDER AND RULEMAKING
Notwithstanding anything to the contrary contained in this Section 14, in
light of the FCC's First Report and Order and Further Notice of Proposed
Rulemaking, adopted June 27, 1996, in CC Docket 95-116 (the "Order"), the
Parties stipulate and agree as follows:
14.6.1 The rates listed in Exhibit A for the provision of INP are
appropriate amounts that each Party providing INP service should recover for the
provision of those INP functionalities in BA's operating territory. For the INP
functions it provides, each Party should be allowed to recover these amounts in
a manner consistent with any final FCC and/or Board order on INP cost recovery
(such as a state-wide fund contributed to by all telecommunications carriers).
14.6.2 Within three (3) weeks of the Effective Date, the Parties
will jointly seek a Board proceeding and ruling to develop and implement an INP
cost recovery mechanism consistent with the policy described in the Order and/or
any subsequent FCC or Board decision.
14.6.3 Until such time as a final FCC and/or Board order, pursuant
to subsection 14.6.2 above, is implemented, each Party will provide INP service
to the other Party at the INP rates listed in Exhibit A. All revenues received
by the providing Party from its provision of INP service to the other Party
shall be placed into an escrow fund maintained by or tracked separately by the
providing Party. Upon issuance of a final FCC and/or Board order, and to the
extent that it permits the Party providing INP to recover the associated costs
from a state-wide fund, the providing Party shall refund to the purchasing Party
an amount equal to the amount it recovers from such fund for its provision of
INP service to the purchasing Party from the Effective Date, provided that in no
event shall the refund amount exceed the aggregate amount the providing Party
has received from the purchasing Party for INP services. If no such fund is
ordered or established, the providing Party
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shall retain the full amount of the revenues tracked or held in escrow by it
pursuant to this subsection 14.6.3.
14.6.4 The Parties agree that neither Party waives its rights to
advocate its views that are consistent with this subsection 14.6 on the
appropriate INP cost recovery mechanism, or to present such views before any
relevant regulatory body or other agency as they relate to FCC or Board actions
on INP cost recovery.
15.0 DIALING PARITY - SECTION 251(b)(3).
BA and Focal shall each provide the other with nondiscriminatory access to
such services and information as are necessary to allow the other Party to
implement dialing parity for Telephone Exchange Service, operator services,
directory assistance, and directory listing information with no unreasonable
dialing delays, as required under Section 251 (b)(3) of the Act.
16.0 ACCESS TO RIGHTS-OF-WAY - SECTION 251(B)(4).
Each Party shall provide the other Party access to its poles, ducts,
rights-of-way and conduits it owns or controls in conformance with 47 U.S.C. (S)
224, as set forth in Exhibit A, where facilities are available, on terms,
conditions and prices comparable to those offered to any other entity pursuant
to each Party's applicable Tariffs. Where no such Tariffs exist, such access
shall be provided in accordance with the requirements of 47 U.S.C. (S) 224,
including any FCC regulations that may be issued. In addition, the Parties agree
to review any existing rights-of-way arrangements between them in order to bring
such arrangements into conformance with the requirements of 47 U.S.C. (S) 224
within ninety (90) days of the date hereof. In conducting such review and
making the necessary conforming changes, if any, the Parties agree to consider
the appropriateness of applying such changes on a retroactive basis to the date
hereof. If the Parties are unable to agree on the necessary changes to the
existing arrangements or the appropriateness of applying them on a retroactive
basis, the Parties may invoke the procedures set forth in subsection 29.9 below.
17.0 DATABASES AND SIGNALING.
17.1 Each Party shall provide the other Party with access to databases
and associated signaling necessary for call routing and completion by providing
SS7 Common Channel Signaling (CCS) Interconnection in accordance with existing
Tariffs, and Interconnection and access to 800/888 databases, LIDB, and any
other necessary databases in accordance with existing Tariffs and/or agreements
with other unaffiliated carriers, as set forth in the Exhibit A. Alternatively,
either Party may secure CCS Interconnection from a commercial SS7 hub provider,
and in that case the other Party will permit the purchasing Party to access the
same databases as would have been accessible if the purchasing party had
connected directly to the other Party's CCS network.
17.2 The Parties will provide CCS Signaling to one another, where and as
available, in conjunction with all Local Traffic, Toll Traffic, Meet Point
Billing Traffic, and Transit Traffic. The
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Parties will cooperate on the exchange of TCAP messages to facilitate
interoperability of CCS-based features between their respective networks,
including all CLASS features and functions, to the extent each Party offers such
features and functions to its Customers. All CCS Signaling parameters will be
provided upon request (where available), including called party number, calling
party number, originating line information, calling party category, and charge
number. All privacy indicators will be honored. The Parties will follow all
Ordering and Billing Forum-adopted standards pertaining to CIC/OZZ codes. Where
CCS Signaling is not available, in-band multi-frequency (MF) wink start
signaling will be provided. Any such MF arrangement will require a separate
local trunk circuit between the Parties' respective switches. In such an
arrangement, each Party will outpulse the full ten-digit telephone number of the
called party to the other Party.
17.3 Each Party shall provide trunk groups, where available and upon
reasonable request, that are configured utilizing the BUS ESF protocol for 64
kbps clear channel transmission to allow for ISDN interoperability between the
Parties' respective networks.
17.4 The following publications describe the practices, procedures and
specifications generally utilized by BA for signaling purposes and is listed
herein to assist the Parties in meeting their respective Interconnection
responsibilities related to Signaling:
(a) Bellcore Special Report SR-TSV-002275, BOC Notes on the LEC
Networks - Signaling; and
(b) Bell Atlantic Supplement Common Channel Signaling Network
Interface Specification (BA-905).
17.5 Each Party shall charge the other Party mutual and reciprocal rates
for CCS Signaling as follows: BA shall charge Focal in accordance with Exhibit A
hereto and applicable Tariffs; Focal shall charge BA rates equal to the rates BA
charges Focal, unless Focal's Tariffs for CCS signaling provide for lower
generally available rates, in which case Focal shall charge BA such lower rates.
18. COORDINATED SERVICE ARRANGEMENTS.
18. INTERCEPT AND REFERRAL ANNOUNCEMENTS. When a Customer changes its
service provider from BA to Focal, or from Focal to BA, and does not retain its
original telephone number, the Party formerly providing service to such Customer
shall provide a referral announcement ("Referral Announcement") on the abandoned
telephone number which provides details on the Customer's new number or provide
other appropriate information to the extent known. Referral Announcements shall
be provided reciprocally, free of charge to either the other Party or the
Customer to the extent the providing Party does not charge its own customers for
such service, for a period of not less than four (4) months after the date the
Customer changes its telephone number in the case of business Customers and not
less than sixty (60) days after the date the Customer changes its telephone
number in the case of residential Customers. However, if either Party provides
Referral Announcements for different periods than the above respective periods
when its Customers
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change their telephone numbers, such Party shall provide the same level of
service to Customers of the other Party.
18.2 COORDINATED REPAIR CALLS. Focal and BA will employ the following
procedures for handling misdirected repair calls:
18.2.1 Focal and BA will educate their respective Customers as to
the correct telephone numbers to call in order to access their respective repair
bureaus.
18.2.2 To the extent Party A is identifiable as the correct provider
of service to Customers that make misdirected repair calls to Party B, Party B
will immediately refer the Customers to the telephone number provided by Party
A, or to an information source that can provide the telephone number of Party A,
in a courteous manner and at no charge. In responding to misdirected repair
calls, neither Party shall make disparaging remarks about the other Party, its
services, rates, or service quality.
18.2.3 Focal and BA will provide their respective repair contact
numbers to one another on a reciprocal basis.
18.3 CUSTOMER AUTHORIZATION. In order for either Party to order or
terminate service on behalf of the other Party's Customer, the requesting Party
must have proper written authorization from the customer in its files, and
provide a copy of such authorization to the other Party upon request. In the
event the requesting Party (i) fails to provide a copy of the Customer's proper
written authorization upon request, (ii) requests changes in the other Party's
Customer's service without having such authorization in its files, or (iii)
mistakenly changes the other Party's Customer's service, the requesting Party
shall be liable to the other Party for all charges that would be applicable to
the Customer for restoring service to the other Party.
19.0 DIRECTORY SERVICES ARRANGEMENTS
BA will, upon request, provide the following directory services to Focal
in accordance with the terms set forth herein. In this Section 19, references to
a Focal Customer's "primary listing" shall mean such Customer's name, address,
and main telephone number, which number falls within the NXX codes directly
assigned to Focal or is retained by Focal on the Customer's behalf pursuant to
LTNP arrangements with BA or any other carrier within the geographic area
covered in the relevant BA directory.
19.1 DIRECTORY LISTINGS AND DIRECTORY DISTRIBUTIONS
19.1.1 BA will include the Focal Customer's primary listing in its
"White Pages" directory (residence and business listings) and "Yellow Pages"
directory (business listings) that cover the address of the Customer. Listings
of Focal's Customers will be interfiled with listings of BA's Customers and the
Customers of other LECs included in the BA directories. Focal will pay
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BA a non-recurring charge as set forth in Exhibit A for providing such service
for each Focal Customer's primary listing. Focal will also pay BA's Tariffed
charges, as the case may be, for additional and foreign white page listings and
other white pages services for Focal's Customers. BA will not require a minimum
number of listings per order.
19.1.2 BA will also include the Focal Customer's primary listing in
BA's directory assistance database on the same basis that BA's own Customers are
included, as well as in any electronic directories in which BA's Customers are
ordinarily included, for no charge other than the charges identified in
subsection 19.1.1.
19.1.3 BA will distribute to Focal Customers copies of their primary
white pages and yellow pages directories at the same time and on the same basis
that BA distributes primary directories to its own Customers. BA will also
deliver a reasonable number of such directories to Focal. These distributions
will be made for no additional charge. Focal and its Customers may request
additional directories from BA's Directory Fulfillment Centers, which Centers
will provide such additional directories for the same charges applicable to
comparable requests by BA Customers.
19.1.4 BA will include all Focal NXX codes associated with the areas
to which each directory pertains, along with BA's own NXX codes in any maps or
lists of such codes which are contained in the general reference portions of the
directories. Focal's NXX codes shall appear in such maps or lists in the same
manner as BA's NXX information.
19.1.5 Focal shall provide BA with daily listing information on all
new Focal Customers in the format required by BA or a mutually-agreed upon
industry standard format. The information shall include the Customer's name,
address, telephone number, the delivery address and number of directories to be
delivered, and, in the case of a business listing, the primary business heading
under which the business Customer desires to be placed, and any other
information necessary for the publication and delivery of directories. Focal
will also provide BA with daily listing information showing Customers that have
disconnected or terminated their service with Focal. BA will provide Focal with
confirmation of listing order activity within forty eight (48) hours.
19.1.6 BA will accord Focal's directory listing information the same
level of confidentiality which BA accords its own directory listing information,
and BA shall ensure that access to Focal's directory listing information will be
used solely for the purpose of providing directory services; provided, however,
that BA may use or license information contained in its directory listings for
direct marketing purposes so long as the Focal Customers are not separately
identified as such; and provided further that Focal may identify those of its
Customers that request that their names not be sold for direct marketing
purposes, and BA will honor such requests to the same extent as it does for its
own Customers.
19.1.7 BA or BA's publisher shall provide Focal with a report of all
Focal Customer listings ninety (90) days prior to directory publication in such
form and format as may be mutually agreed to by both Parties. Both Parties shall
use their best efforts to ensure the accurate
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listing of such information. BA will also provide Focal, upon request, a copy of
the BA listings standards and specifications manual. In addition, BA will
provide Focal with a listing of Yellow Pages headings and directory close
schedules on an ongoing basis.
19.1.8 Focal will adhere to all practices, standards, and ethical
requirements of BA with regard to listings, and, by providing BA with listing
information, warrants to BA that Focal has the right to place such listings on
behalf of its Customers. Focal agrees that it will undertake commercially
practicable and reasonable steps to attempt to ensure that any business or
person to be listed is authorized and has the right (i) to provide the product
or service offered, and (ii) to use any personal or corporate name, trade name
or language used in the listing.
19.1.9 BA's liability to Focal in the event of a BA error in or
omission of a listing shall be subject to the same limitations that BA's
liability to its own Customers are subject to. In addition, Focal agrees to
take, with respect to its own Customers, all reasonable steps to ensure that its
and BA's liability to Focal's Customers in the event of a BA error in or
omission of a listing shall be subject to the same limitations that BA's
liability to its own Customers are subject to.
19.2 YELLOW PAGE MAINTENANCE. The Parties agree to work cooperatively to
ensure that Yellow Page advertisements purchased by Customers that switch their
service to Focal (including Customers utilizing Focal-assigned telephone numbers
and Focal Customers utilizing LTNP) are maintained without interruption. BA
will allow Focal Customers to purchase new Yellow Pages advertisements without
discrimination, under the identical rates, terms and conditions as apply to BA's
Customers. BA and Focal may implement a commission program whereby Focal may,
at Focal's sole discretion, act as a sales, billing and collection agent for
Yellow Pages advertisements purchased by Focal's Telephone Exchange Service
Customers.
19.3 SERVICE INFORMATION PAGES. BA will include in the "Customer Guide" or
comparable section of the applicable white pages directories listings provided
by Focal for Focal's installation, repair and customer service and other
essential service oriented information, as agreed by the Parties, including
appropriate identifying logo. Such listings shall appear in the manner agreed to
by the Parties. BA shall not charge Focal for inclusion of this essential
service-oriented information, but reserves the right to impose charges on other
information Focal may elect to submit and BA may elect to accept for inclusion
in BA's white pages directories. BA will provide Focal with the annual directory
close dates and reasonable notice of any changes in said dates.
19.4 DIRECTORY ASSISTANCE (DA); CALL COMPLETION
19.4.1 Upon request, BA will provide Focal with directory assistance
and/or call completion services substantially in accordance with the terms set
forth in the form Directory Assistance and Call Completion Services Agreement
appended hereto as Exhibit C.
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19.4.2 Also upon request, BA will provide to Focal operator services
trunk groups, utilizing Feature Group D type signaling, with ANI, minus OZZ,
when interconnecting to the BA operator services network.
20.0 COORDINATION WITH TARIFF TERMS
20.1 The Parties acknowledge that some of the services, facilities, and
arrangements described herein are or will be available under and subject to the
terms of the federal or state tariffs of the other Party applicable to such
services, facilities, and arrangements. To the extent a Tariff of the providing
Party applies to any service, facility, and arrangement described herein, the
Parties agree as follows:
20.1.1 Those rates and charges set forth in Exhibit A for the
services, facilities, and arrangements described herein that are designated with
an asterisk shall remain fixed for the initial term of the Agreement,
notwithstanding that such rates may be different from those contained in an
effective, pending, or future Tariff of the providing Party (including any
changes to such Tariff subsequent to the Effective Date). Those rates and
charges for services, facilities, and arrangements that are not designated with
an asterisk, and reference or are identical to a rate contained in an existing
Tariff of the providing Party, shall conform with those contained in the then-
prevailing Tariff and vary in accordance with any changes that may be made to
the Tariff rates and charges subsequent to the Effective Date. Even the
asterisked fixed rates and charges shall be changed to reflect any changes in
the Tariff rates and charges they reference, however, if the Parties agree to
adopt the changed Tariff rates and charges.
20.2 Except with respect to the rates and charges described in subsection
20.1 above, all other terms contained in an applicable Tariff of the providing
Party shall apply in connection with its provision of the particular service,
facility, and arrangement hereunder.
21.0 INSURANCE
21.1 Focal shall maintain, during the term of this Agreement, all
insurance and/or bonds required by law and necessary to satisfy its obligations
under this Agreement including, without limitation, its obligations set forth in
Section 25 hereof At a minimum and without limiting the foregoing covenant,
Focal shall maintain the following insurance:
(a) Commercial General Liability Insurance, on an occurrence basis,
including but not limited to, premises-operations, broad form property
damage, products/completed operations, contractual liability, independent
contractors, and personal injury, with limits of at least $1,000,000
combined single limit for each occurrence.
(b) Automobile Liability, Comprehensive Form, with limits of at least
$500,000 combined single limit for each occurrence.
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(c) Excess Liability, in the umbrella form, with limits of at least
$15,000,000 combined single limit for each occurrence.
(d) Worker's Compensation Insurance as required by law and Employer's
Liability Insurance with limits of not less than $ 1,000,000 per
occurrence.
21.2 Focal shall name BA as an additional insured on the foregoing
insurance. Focal agrees that Focal's insurer(s) and anyone claiming by,
through, under or on behalf of Focal, shall have no claim, right of action, or
right of subrogation, against BA, BA's affiliated companies, or the directors,
officers or employees of BA or BA's affiliated companies, based on any loss or
liability insurable under the foregoing insurance.
21.3 Focal shall, within two (2) weeks of the date hereof and on a
quarterly basis thereafter, furnish certificates or other adequate proof of the
foregoing insurance. The certificates or other proof of the foregoing insurance
shall be sent to: Bell Atlantic, Insurance Administration Group, 1320 N. Court
House Road, 4th Floor, Arlington, Virginia, 22201. In addition, Focal shall
require its agents, representatives, or contractors, if any, that may enter upon
the premises of BA or BA's affiliated companies to maintain similar and
appropriate insurance and, if requested, to furnish BA certificates or other
adequate proof of such insurance. Certificates furnished by Focal or Focal's
agents, representatives, or contractors shall contain a clause stating: "Bell
Atlantic-New Jersey, Inc. shall be notified in writing at least thirty (30) days
prior to cancellation of, or any material change in, the insurance."
22.0 TERM AND TERMINATION.
22.1 This Agreement shall be effective as of the date first above written
and continue in effect until July 1, 1999, and thereafter the Agreement shall
continue in force and effect unless and until terminated as provided herein.
Upon the expiration of the initial term, either Party may terminate this
Agreement by providing written notice of termination to the other Party, such
written notice to be provided at least ninety (90) days in advance of the date
of termination. In the event of such termination, those service arrangements
made available under this Agreement and existing at the time of termination
shall continue without interruption under (a) a new agreement executed by the
Parties, (b) standard Interconnection terms and conditions approved and made
generally effective by the Board, (c) Tariff terms and conditions generally
available to CLEC, or (d) if none of the above is available, under the terms of
this Agreement on a month-to-month basis until such time as (a), (b), or (c)
becomes available.
22.2 For service arrangements made available under this Agreement and
existing at the time of termination, if the standard Interconnection terms and
conditions or Tariff terms and conditions result in the non-terminating. Party
physically rearranging facilities or incurring programming expense, the non-
terminating Party shall be entitled to recover such rearrangement or programming
costs, from the terminating Party. By mutual agreement, the Parties may jointly
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petition the appropriate regulatory bodies for permission to have this Agreement
supersede any future standardized agreements or rules as such regulators might
adopt or approve.
22.3 If either Party defaults in the payment of any amount due hereunder,
or if either Party violates any other provision of this Agreement, and such
default or violation shall continue for sixty (60) days after written notice
thereof, the other Party may terminate this Agreement and services hereunder by
written notice; provided the other Party has provided the defaulting Party and
the appropriate federal and/or state regulatory bodies with written notice at
least twenty five (25) days' prior to terminating service. Notice shall be
posted by certified mail, return receipt requested. If the defaulting Party
cures the default or violation within the twenty five (25) day period, the other
Party will not terminate service or this Agreement but shall be entitled to
recover all costs, if any, incurred by it in connection with the default or
violation, including, without limitation, costs incurred to prepare for the
termination of service.
23.0 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.
EXCEPT AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT, NEITHER PARTY MAKES ANY
WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, FUNCTIONS AND
PRODUCTS IT PROVIDES UNDER OR CONTEMPLATED BY THIS AGREEMENT AND THE PARTIES
DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A
PARTICULAR PURPOSE.
24.0 CANCELLATION CHARGES.
Except as provided in this Agreement or as otherwise provided in any
applicable Tariff, no cancellation charges shall apply.
25.0 INDEMNIFICATION.
25.1 Each Party agrees to release, indemnify, defend and hold harmless the
other Party from and against all losses, claims, demands, damages, expenses,
suits or other actions, or any liability whatsoever, including, but not limited
to, costs and attorneys' fees (collectively, a "Loss"), (a) whether suffered,
made, instituted, or asserted by any other party or person, (i) relating to
personal injury to or death of any person, or for loss, damage to, or
destruction of real and/or personal property, whether or not owned by others,
incurred during the term of this Agreement and to the extent proximately caused
by the acts or omissions of the indemnifying Party, regardless of the form of
action, or (ii) arising out of BA's listing of the directory listing information
provided by Focal pursuant to subsection 19.1, or (b) suffered, made,
instituted, or asserted by its own customer(s) against the other Party arising
out the other Party's provision of services to the indemnifying Party under this
Agreement. Notwithstanding the foregoing indemnification, nothing in this such
Section 25 shall affect or limit any claims, remedies, or other actions the
indemnifying Party may have against the indemnified Party under this Agreement,
any other contract, or any applicable Tariff(s), regulations or laws for the
indemnified Party's provision of said services.
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25.2 The indemnification provided herein shall be conditioned upon:
(a) The indemnified Party shall promptly notify the indemnifying Party
of any action taken against the indemnified Party relating to the
indemnification.
(b) The indemnifying Party shall have sole authority to defend any
such action, including the selection of legal counsel, and the indemnified
Party may engage separate legal counsel only at its sole cost and expense.
(c) In no event shall the indemnifying Party settle or consent to any
judgment pertaining to any such action without the prior written consent of
the indemnified Party, which consent shall not be unreasonably withheld.
(d) The indemnified Party shall, in all cases, assert any and all
provisions in its Tariffs that limit liability to third parties as a bar to
any recovery by the third party claimant in excess of such limitation of
liability.
(e) The indemnified Party shall offer the indemnifying Party all
reasonable cooperation and assistance in the defense of any such action.
25.3 In addition to its indemnity obligations under subsection 25.1, each
Party shall provide, in its tariffs and contracts with its Customers that relate
to any Telecommunications Service or Network Element provided or contemplated
under this Agreement, that in no case shall such Party or any of its agents,
contractors or others retained by such parties be liable to any Customer or
third party for (i) any Loss relating to or arising out of this Agreement,
whether in contract or tort, that exceeds the amount such Party would have
charged the applicable Customer for the service(s) or function(s) that gave rise
to such Loss, and (ii) any Consequential Damages (as defined in subsection 26.2
below).
26.0 LIMITATION OF LIABILITY.
26.1 Except as may be provided pursuant to Section 27 below, the
liability of either Party to the other Party for damages arising out of failure
to comply with a direction to install, restore or terminate facilities; or out
of failures, mistakes, omissions, interruptions, delays, errors, or defects
occurring in the course of furnishing any services, arrangements, or facilities
hereunder shall be determined in accordance with the terms of the applicable
tariff(s) of the providing Party. In the event no tariff(s) apply, the providing
Party's liability shall not exceed an amount equal to the pro rata monthly
charge for the period in which such failures, mistakes, omissions,
interruptions, delays, errors or defects occur. Recovery of said amount shall be
the injured Party's sole and exclusive remedy against the providing Party for
such failures, mistakes, omissions, interruptions, delays, errors or defects.
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26.2 Neither Party shall be liable to the other in connection with the
provision or use of services offered under this Agreement for indirect,
incidental, consequential, reliance or special damages, including (without
limitation) damages for lost profits (collectively, "Consequential Damages"),
regardless of the form of action, whether in contract, warranty, strict
liability, or tort, including, without limitation, negligence of any kind, even
if the other Party has been advised of the possibility of such damages;
provided, that the foregoing shall not limit a Party's obligation under Section
25.
26.3 The Parties agree that neither Party shall be liable to the customers
of the other Party in connection with its provision of services to the other
Party under this Agreement. Nothing in this Agreement shall be deemed to create
a third party beneficiary relationship between the Party providing the service
and the customers of the Party purchasing the service. In the event of a
dispute involving both Parties with a customer of one Party, both Parties shall
assert the applicability of any limitations on liability to customers that may
be contained in either Party's applicable Tariff(s).
27.0 PERFORMANCE STANDARDS FOR SPECIFIED ACTIVITIES.
27.1 CERTAIN DEFINITIONS. When used in this Section 27, the following
terms shall have the meanings indicated:
27.1.1 "Specified Performance Breach" means the failure by BA to
meet the Performance Criteria for any one of the three Specified Activities for
a period of three (3) consecutive calendar months.
27.1.2 "Specified Activity" means any of the following activities:
(a) the installation by BA of Unbundled Local Loop Elements for Focal
("ULL Installation");
(b) BA's provision of INP to Focal or
(c) repair of out of service problems for Focal ("Out of Service
Repairs").
27.1.3 "Performance Criteria" means, with respect to any calendar
month during the term of this Agreement, the performance by BA during such month
of each Specified Activity (except Out-of-Service Repairs) shown in Schedule
27.0, within the time interval shown, in at least eighty percent (80%) of the
covered instances. BA shall perform the Out-of-Service Repairs within the
specified time interval in at least seventy percent (70%) of the covered
instances. Within one week of each Anniversary of the Effective Date, the
Parties shall jointly review BA's actual network-wide monthly performance
percentages for Out-of-Service Repairs for the preceding year and agree upon any
improvements in the seventy percent (70%) standard based on the actual
percentages for any three consecutive month and/or the full preceding year, up
to and including an eighty percent (80%) standard, as the Out-of-Service Repairs
percentage standard applicable to the following year.
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27.2 PERFORMANCE STANDARDS. BA shall exercise best efforts to meet the
Performance Criteria for the three Specified Activities. In the event BA fails
to meet the Performance Criteria at any time during the term of this Agreement,
Focal shall be entitled to pursue all remedies set forth in the applicable BA
Tariffs, except as may be agreed to by the Parties. In addition, if BA commits
a Specified Performance Breach during the term of this Agreement, the Parties
agree to meet immediately to determine whether any liquidated damages provisions
are appropriate as an amendment hereof in light of such Breach and, if so, the
terms therein; provided, however, that if BA commits a Specified Performance
Breach during initial nine (9) months of this Agreement, the Parties agree to
meet at the end of the nine-month period. If the Parties are unable to agree as
to the appropriateness of the liquidated damages provisions and/or the terms
therein within ninety (90) days after the date of the first meeting pursuant to
this subsection, or if no such meeting has occurred within ninety (90) days of
the end of the nine-month period for reasons other than the mutual agreement of
the Parties, the Parties agree to submit to arbitration such disagreement and
request that the arbitrators base their decision on comparable ILEC-CLEC
interconnection agreements. Unless otherwise agreed to by the Parties, the
arbitration shall be conducted by a panel of three (3) arbitrators, one to be
appointed by each Party pursuant to CPR's Non-Administered Arbitration Rules and
subject to the United States Arbitration Act (9 U.S.C. (S)(S) 1-16), to be
conducted in Arlington, Virginia. The Parties agree that the liquidated damages
provisions, if any, finally determined by the arbitral process shall be adopted
as an amendment to this Agreement.
27.3 LIMITATIONS. In no event shall BA be deemed to have failed to meet
any of the Performance Criteria if:
27.3.1 BA's failure to meet or exceed any of the Performance
Criteria is caused, directly or indirectly, by a Delaying Event. A "Delaying
Event" means (a) a failure by Focal to perform any of its obligations set forth
in this Agreement (including, without limitation, the Implementation Schedule
and the Joint Grooming Plan), (b) any delay, act or failure to act by a
Customer, agent, representative, or subcontractor of Focal or (c) any Force
Majeure Event. If a Delaying Event prevents or delays BA from performing a
Specified Activity, then such Specified Activity shall be excluded from the
calculation of BA's compliance with the Performance Criteria, provided BA
performs the Specified Activity in the course of its normal service cycle once
the Delaying Event no longer exists; or
27.3.2 the Parties agree to a time interval with respect to a
particular order that exceeds the interval set forth in Schedule 27. In such
event, the time interval for BA's performance of the Specified Activit(ies) set
forth in the order shall be extended to such later date agreed to by the
Parties.
27.4 SERVICE QUALITY STANDARDS. Focal agrees to specific performance
standards associated with quality of service requests as specified in Schedule
27.1. Should Focal fail to meet these service quality standards, during a
period in which BA has failed to meet the Performance
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Criteria, BA's failure during such time period shall be excused and not apply
toward the calculation of a Specified Performance Breach.
27.5 RECORDS. Each Party shall maintain complete and accurate records in
the manner and format agreed to by the Parties, on a monthly basis, of BA's
performance under this Agreement of each Specified Activity and its compliance
with the Performance Criteria during the initial nine-month period. Each Party
shall provide to the other Party such records in a self-reporting format on a
monthly basis. The Parties agree that such records shall be deemed "Proprietary
Information" for purposes of subsection 29.4.
28.0 COMPLIANCE WITH LAWS; REGULATORY APPROVAL.
28.1 Each Party represents and warrants that it is now and will remain in
compliance with all laws, regulations, and orders applicable to the performance
of its obligations hereunder (collectively, "Applicable Laws"). Each Party
shall promptly notify the other Party in writing of any governmental action that
suspends, cancels, withdraws, limits, or otherwise materially affects its
ability to perform its obligations hereunder.
28.2 The Parties understand and agree that this Agreement will be filed
with the Board and may thereafter be filed with the FCC. The Parties covenant
and agree that this Agreement is satisfactory to them as an agreement under
Section 251 of the Act. Each Party covenants and agrees to fully support
approval of this Agreement by the Board or the FCC under Section 252 of the Act
without modification. The Parties, however, reserve the right to seek
regulatory relief and otherwise seek redress from each other regarding
performance and implementation of this Agreement.
28.3 The Parties recognize that the FCC is currently promulgating
regulations implementing the Act, including, without limitation, Sections 251,
252, and 271 thereof (the "FCC Regulations"), that may affect the terms
contained in this Agreement. In the event that any one or more of the
provisions contained herein is inconsistent with any such FCC Regulations, the
Parties agree to make only the minimum revisions necessary to eliminate the
inconsistency. Such minimum changes to conform this Agreement to the FCC
Regulations shall not be considered material, and shall not require further
Board approval (beyond any Board approval required under Section 252(e) of the
Act).
28.4 In the event any Applicable Laws other than the FCC Regulations
requires modification of any material term(s) contained in this Agreement,
either Party may require a renegotiation of the term(s) that require direct
modification as well as of any term(s) that are reasonably affected thereby. If
neither Party requests a renegotiation or if an Applicable Laws requires
modification of any non-material term(s), then the Parties agree to make only
the minimum modifications necessary, and the remaining provisions of this
Agreement shall remain in full force and effect. For purposes of this
subsection 28.4 and without limitation of any other modifications required by
Applicable Laws, the Parties agree that any modification required by Applicable
Laws (i) to the two-tier Reciprocal Call Termination compensation structure for
the transport and
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termination of Local Traffic described in Exhibit A, or (ii) that affects either
Party's receipt of reciprocal compensation for the transport and termination of
Local Traffic, shall be deemed to be a modification of a material term that
requires immediate good faith renegotiation between the Parties. Until such
renegotiation results in a new agreement or an amendment to this Agreement
between the Parties, the Parties agree that (y) in the case of (i) above, they
will pay each other appropriate transport charges in addition to the usual call
termination charge for Local Traffic that it delivers to the other Party's Local
Serving Wire Center, provided each Party continues to offer the option of
delivering Local Traffic to another IP in the LATA at the usual call termination
charge only, and (z) in the case of (ii) above, the Party whose receipt of
reciprocal compensation is affected shall not be obligated to pay the other
Party reciprocal compensation for the other Party's transport and termination of
the same kind of Local Traffic delivered by the affected Party in excess of what
the affected Party is permitted to receive and retain.
29.0 MISCELLANEOUS.
29.1 AUTHORIZATION.
29.1.1 BA is a corporation duly organized, validly existing and in
good standing under the laws of the State of New Jersey and has full power and
authority to execute and deliver this Agreement and to perform the obligations
hereunder on behalf of BA.
29.1.2 Focal is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and has full power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder.
29.2 INDEPENDENT CONTRACTOR. Each Party shall perform services hereunder
as an independent contractor and nothing herein shall be construed as creating
any other relationship between the Parties. Each Party and each Party's
contractor shall be solely responsible for the withholding or payment of all
applicable federal, state and local income taxes, social security taxes and
other payroll taxes with respect to their employees, as well as any taxes,
contributions or other obligations imposed by applicable state unemployment or
workers' compensation acts. Each Party has sole authority and responsibility to
hire, fire and otherwise control its employees.
29.3 FORCE MAJEURE. Neither Party shall be responsible for delays or
failures in performance resulting from acts or occurrences beyond the reasonable
control of such Party, regardless of whether such delays or failures in
performance were foreseen or foreseeable as of the date of this Agreement,
including, without limitation: adverse weather conditions, fire, explosion,
power failure, acts of God, war, revolution, civil commotion, or acts of public
enemies; any law, order, regulation, ordinance or requirement of any government
or legal body; or labor unrest, including, without limitation, strikes,
slowdowns, picketing or boycotts; or delays caused by the other Party or by
other service or equipment vendors; or any other circumstances beyond the
Party's reasonable control. In such event, the affected Party shall, upon
giving prompt notice to the other Party, be excused from such performance on a
day-to-day basis to the extent of such interferences
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(and the other Party shall likewise be excused from performance of its
obligations on a day-for-day basis to the extent such Party's obligations relate
to the performance so interfered with). The affected Party shall use its best
efforts to avoid or remove the cause(s) of nonperformance and both Parties shall
proceed to perform with dispatch once the cause(s) are removed or cease.
29.4 CONFIDENTIALITY.
29.4.1 All information, including but not limited to specification,
microfilm, photocopies, magnetic disks, magnetic tapes, drawings, sketches,
models, samples, tools, technical information, data, employee records, maps,
financial reports, and market data, (i) furnished by one Party to the other
Party dealing with customer specific, facility specific, or usage specific
information, other than customer information communicated for the purpose of
publication or directory database inclusion, or (ii) in written, graphic,
electromagnetic, or other tangible form and marked at the time of delivery as
"Confidential" or "Proprietary," or (iii) communicated orally and declared to
the receiving Party at the time of delivery, or by written notice given to the
receiving Party within ten (10) days after delivery, to be "Confidential" or
"Proprietary" (collectively referred to as "Proprietary Information"), shall
remain the property of the disclosing Party.
29.4.2 Each Party shall keep all of the other Party's Proprietary
Information confidential and shall use the other Party's Proprietary Information
only for performing the covenants contained in this Agreement. Neither Party
shall use the other Party's Proprietary Information for any other purpose except
upon such terms and conditions as may be agreed upon between the Parties in
writing.
29.4.3 Unless otherwise agreed, the obligations of confidentiality
and non-use set forth in this Agreement do not apply to such Proprietary
Information that:
(a) was, at the time of receipt, already known to the receiving Party
free of any obligation to keep it confidential as evidenced by written
records prepared prior to delivery by the disclosing Party; or
(b) is or becomes publicly known through no wrongful act of the
receiving
(c) is rightfully received from a third person having no direct or
indirect secrecy or confidentiality obligation to the disclosing Party with
respect to such information; or
(d) is independently developed by an employee, agent, or contractor of
the receiving Party that is not involved in any manner with the provision
of services pursuant to this Agreement and does not have any direct or
indirect access to the Proprietary Information; or
(e) is approved for release by written authorization of the disclosing
Party; or
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(f) is required to be made public by the receiving Party pursuant to
applicable law or regulation, provided that the receiving Party shall give
sufficient notice of the requirement to the disclosing Party to enable the
disclosing Party to seek protective orders.
29.4.4 Upon request by the disclosing Party, the receiving Party
shall return all tangible copies of Proprietary Information, whether written,
graphic or otherwise, except that the receiving Party may retain one copy for
archival purposes only.
29.4.5 Notwithstanding any other provision of this Agreement, the
provisions of this subsection 29.4 shall apply to all Proprietary Information
furnished by either Party to the other in furtherance of the purpose of this
Agreement, even if filrnished before the Effective Date.
29.5 CHOICE OF LAW. The construction, interpretation and performance of
this Agreement shall be governed by and construed in accordance with the laws of
the state in which this Agreement is to be performed, except for its conflicts
of laws provisions. In addition, insofar as and to the extent federal law may
apply, federal law will control.
29.6 TAXES
29.6.1 In General. With respect to any purchase hereunder of
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services, facilities or arrangements, if any federal, state or local tax, fee,
surcharge or other tax-like charge (a "Tax") is required or permitted by
Applicable Laws (as defined in subsection 28. 1) to be collected from the
purchasing Party by the providing Party, then (i) the providing Party shall
properly bill the purchasing Party for such Tax, (ii) the purchasing Party shall
timely remit such Tax to the providing Party and (iii) the providing Party shall
timely remit such collected Tax to the applicable taxing authority.
29.6.2 Taxes Imposed on the Providing Party. With respect to any
------------------------------------
purchase hereunder of services, facilities or arrangements, if any federal,
state or local Tax is imposed by Applicable Laws on the receipts of the
providing Party, which Law permits the providing Party to exclude certain
receipts received from sales for resale to a public utility, distributor,
telephone company, local exchange carrier, telecommunications company or other
communications company ("Telecommunications Company"), such exclusion being
based solely on the fact that the purchasing Party is also subject to a tax
based upon receipts ("Receipts Tax"), then the purchasing Party (i) shall
provide the providing Party with notice in writing in accordance with subsection
29.6.6 of this Agreement of its intent to pay the Receipts Tax and (ii) shall
timely pay the Receipts Tax to the applicable tax authority.
29.6.3 Taxes Imposed on Customers. With respect to any purchase
--------------------------
hereunder of services, facilities or arrangements that are resold to a third
party, if any federal, state or local Tax is imposed by Applicable Laws on the
subscriber, end-user, Customer or ultimate consumer ("Subscriber") in connection
with any such purchase, which a Telecommunications Company is required to impose
and/or collect from a Subscriber, then the purchasing Party (i) shall be
required
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to impose and/or collect such Tax from the Subscriber and (ii) shall timely
remit such Tax to the applicable taxing authority.
29.6.4 Liability for Uncollected Tax, Interest and Penalty. If the
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providing Party has not received an exemption certificate and fails to collect
any Tax as required by subsection 29.6.1, then, as between the providing Party
and the purchasing Party, (i) the purchasing Party shall remain liable for such
uncollected Tax and (ii) the providing Party shall be liable for any interest
assessed thereon and any penalty assessed with respect to such uncollected Tax
by such authority. If the providing Party properly bills the purchasing Party
for any Tax but the purchasing Party fails to remit such Tax to the providing
Party as required by subsection 29.6.1, then, as between the providing Party and
the purchasing Party, the purchasing Party shall be liable for such uncollected
Tax and any interest assessed thereon, as well as any penalty assessed with
respect to such uncollected Tax by the applicable taxing authority. If the
providing Party does not collect any Tax as required by subsection 29.6.1
because the purchasing Party has provided such providing Party with an exemption
certificate that is later found to be inadequate by a taxing authority, then, as
between the providing Party and the purchasing Party, the purchasing Party shall
be liable for such uncollected Tax and any interest assessed thereon, as well as
any penalty assessed with respect to such uncollected Tax by the applicable
taxing authority. If the purchasing Party fails to pay the Receipts Tax as
required by subsection 29.6.2, then, as between the providing Party and the
purchasing Party, (x) the providing Party shall be liable for any Tax imposed on
its receipts and (y) the purchasing Party shall be liable for any interest
assessed thereon and any penalty assessed upon the providing Party with respect
to such Tax by such authority. If the purchasing Party fails to impose and/or
collect any Tax from Subscribers as required by subsection 29.6.3, then, as
between the providing Party and the purchasing Party, the purchasing Party shall
remain liable for such uncollected Tax and any interest assessed thereon, as
well as any penalty assessed with respect to such uncollected Tax by the
applicable taxing authority. With respect to any Tax that the purchasing Party
has agreed to pay, or is required to impose on and/or collect from Subscribers,
the purchasing Party agrees to indemnify and hold the providing Party harmless
on an after-tax basis for any costs incurred by the providing Party as a result
of actions taken by the applicable taxing authority to recover the Tax from the
providing Party due to the failure of the purchasing Party to timely pay, or
collect and timely remit, such Tax to such authority. In the event either Party
is audited by a taxing authority, the other Party agrees to cooperate fully with
the Party being audited in order to respond to any audit inquiries in a proper
and timely manner so that the audit and/or any resulting controversy may be
resolved expeditiously.
29.6.5 Tax Exemptions and Exemption Certificates. If Applicable
-----------------------------------------
Laws clearly exempts a purchase hereunder from a Tax, and if such Law also
provides an exemption procedure, such as an exemption-certificate requirement,
then, if the purchasing Party complies with such procedure, the providing Party
shall not collect such Tax during the effective period of such exemption. Such
exemption shall be effective upon receipt of the exemption certificate or
affidavit in accordance with the terms set forth in subsection 29.6.6. If
Applicable Laws clearly exempts a purchase hereunder from a Tax, but does not
also provide an exemption procedure, then the providing Party shall not collect
such Tax if the purchasing Party (i) furnishes the providing Party
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with a letter signed by an officer requesting such an exemption and citing the
provision in the Law which clearly allows ' such exemption and (ii) supplies the
providing Party with an indemnification agreement, reasonably acceptable to the
providing Party (e.g., an agreement commonly used in the industry), which holds
the providing Party harmless on an after-tax basis with respect to its
forbearing to collect such Tax.
29.6.6 Notices for Purposes of this Subsection 29.6. All notices,
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affidavits, exemption-certificates or other communications required or permitted
to be given by either Party to the other, for purposes of this subsection 29.6,
shall be made in writing and shall be delivered in person or sent by certified
mail, return receipt requested, or registered mail, or a courier service
providing proof of service, and sent to the addressees set forth in subsection
29. 10 as well as to the following:
To Bell Atlantic: Tax Administration
Bell Atlantic Network Services, Inc.
1717 Arch Street
30th Floor
Philadelphia, PA 19103
To Focal: Corporate Tax Department
Focal Communications Corporation of New Jersey, Inc.
200 N. LaSalle Street
Suite 820
Chicago, Illinois 60601
Either Party may from time to time designate another address or other addressees
by giving notice is accordance with the terms of this subsection 29.6. Any
notice or other communication shall be deemed to be given when received.
29.7 ASSIGNMENT. Neither Party shall assign this Agreement nor any of its
rights or obligations hereunder without the prior written consent of the other
Party, which consent shall not be unreasonably withheld. Any assignment or
delegation in violation of this subsection 29.7 shall be void and ineffective
and constitute a default of this Agreement.
29.8 BILLING AND PAYMENT; DISPUTED AMOUNTS.
29.8.1 Except may otherwise be provided in this Agreement, each
Party shall submit on a monthly basis an itemized statement of charges incurred
by the other Party during the preceding month(s) for services rendered
hereunder. Payment of billed amounts under this Agreement, whether billed on a
monthly basis or as otherwise provided herein, shall be due, in immediately
available U.S. funds, within thirty (30) clays of the date of such statement.
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29.8.2 Although it is the intent of both Parties to submit timely
and accurate statements of charges, failure by either Party to present
statements to the other Party in a timely manner shall not constitute a breach
or default, or a waiver of the right to payment of the incurred charges, by the
billing Party under this Agreement, and the billed Party shall not be entitled
to dispute the billing Party' statement(s) based on such Party's failure to
submit them in a timely fashion.
29.8.3 If any portion of an amount due to a Party (the "Billing
Party") under this Agreement is subject to a bona fide dispute between the
Parties, the Party billed (the "Non-Paying Party") shall within sixty (60) days
of its receipt of the invoice containing such disputed amount give notice to the
Billing Party of the amounts it disputes ("Disputed Amounts") and include in
such notice the specific details and reasons for disputing each item. The Non-
Paying Party shall pay when due (i) all undisputed amounts to the Billing Party
and (ii) all Disputed Amounts into an interest bearing escrow account with a
third party escrow agent mutually agreed upon by the Parties.
29.8.4 If the Parties are unable to resolve the issues related to
the Disputed Amounts in the normal course of business within ninety (90) days
after delivery to the Billing Party of notice of the Disputed Amounts, each of
the Parties shall appoint a designated representative that has authority to
settle the dispute and that is at a higher level of management than the persons
with direct responsibility for administration of this Agreement. The designated
representatives shall meet as often as they reasonably deem necessary in order
to discuss the dispute and negotiate in good faith in an effort to resolve such
dispute. The specific format for such discussions will be left to the discretion
of the designated representatives, however all reasonable requests for relevant
information made by one Party to the other Party shall be honored.
29.8.5 If the Parties are unable to resolve issues related to the
Disputed Amounts within forty-five (45) days after the Parties' appointment of
designated representatives pursuant to subsection 29.8.4, then either Party may
file a complaint with the Board to resolve such issues or proceed with any other
remedy pursuant to law or equity. The Board may direct release of any or all
funds (including any accrued interest) in the escrow account, plus applicable
late fees, to be paid to either Party.
29.8.6 The Parties agree that all negotiations pursuant to this
subsection 29.8 shall remain confidential and shall be treated as compromise and
settlement negotiations for purposes of the Federal Rules of Evidence and state
rules of evidence.
29.8.7 Any undisputed amounts not paid when due shall accrue
interest from the date such amounts were due at the lesser of (i) one and one-
half percent (1-1/2%) per month or (ii) the highest rate of interest that may be
charged under applicable law.
29.9 DISPUTE RESOLUTION. Any dispute between the Parties regarding the
interpretation or enforcement of this Agreement or any of its terms shall be
addressed by good faith negotiation between the Parties, in the first instance.
Should such negotiations fail to resolve the dispute in a
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reasonable time, either Party may initiate an appropriate action in any
regulatory or judicial forum of competent jurisdiction.
29.10 NOTICES. Notices given by one Party to the other Party under this
Agreement shall be in writing and shall be (a) delivered personally, (b)
delivered by express delivery service, (c) mailed, certified mail or first class
U.S. mail postage prepaid, return receipt requested, or (d) delivered by
telecopy to the following addresses of the Parties:
To Focal:
General Counsel
Focal Communications Corporation of New Jersey
200 N. LaSalle Street
Suite 820
Chicago, Illinois 60601
Facsimile: 312/895-8403
To Bell Atlantic:
Vice President - Interconnection Services, Policy & Planning
Bell Atlantic Network Services, Inc.
1320 N. Courthouse Road
2nd Floor
Arlington, VA 22201
Facsimile: 703/974-2183
with a copy to:
Vice President and General Counsel
Bell Atlantic - New Jersey, Inc.
540 Broad Street
Newark, New Jersey 07101
Facsimile: 201/482-8466
or to such other address as either Party shall designate by proper notice.
Notices will be deemed given as of the earlier of (i) the date of actual
receipt, (ii) the next business day when notice is sent via express mail or
personal delivery, (iii) three (3) days after mailing in the case of first class
or certified U.S. mail, or (iv) on the date set forth on the confirmation in the
case of telecopy.
29.11 SECTION 252(i) OBLIGATIONS.
29.11.1 If, at any time during the term of this Agreement, either
Party enters into an agreement to provide an integrated package of services or
arrangements substantially similar to
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<PAGE>
that described herein to another CLEC (in the case of BA), or another incumbent
LEC (in the case of Focal), operating within the same state to which this
Agreement applies, on terms significantly different than those available under
this Agreement (the "Other Agreement"), then the other Party may opt to adopt,
on a prospective basis only, the rates, terms, and conditions contained in the
Other Agreement (i) in its entirety, or (ii) that relate directly to any of the
following individual services, Network Elements, or arrangements, for its own
reciprocal arrangements with the first Party, including, without limitation, any
term or volume commitments or network architecture configurations:
(a) Unbundled Loop Elements - Section 251 (c)(3) of the Act
(Section 11 of this Agreement); or
(b) Collocation - Section 251 (c)(6) of the Act (Section 13 of this
Agreement),
(c) Number Portability - Section 251(b)(2) of the Act (Section 14
of this Agreement); or
(d) Access to Rights of Way - Section 251 (b)(4) of the Act
(Section 16 of this Agreement).
(e) transiting arrangements.
29.11.2 To the extent the exercise of the foregoing options requires
a rearrangement of facilities by the providing Party, the opting Party shall be
liable for the non-recurring charges associated therewith.
29.11.3 The Party electing to exercise such option shall do so by
delivering written notice to the first Party. Upon receipt of said notice by
the first Party, the Parties shall amend this Agreement to provide the same
rates, terms and conditions to the notifying Party for the remaining term of
this Agreement; provided, however, that the Party exercising its option under
this subsection 29.11 must continue to provide the same services or arrangements
to the first Party as required by this Agreement, subject either to the rates,
terms, and conditions applicable to the first Party in its agreement with the
third party or to the rates, terms, and conditions of this Agreement, whichever
is more favorable to the first Party in its sole determination.
29.11.4 BA represents and warrants that, as of the date of this
Agreement, it has not entered into any comparable Interconnection agreement with
any other CLEC in BA's service territory that is, significantly more favorable
than the terms contained herein. BA makes no warranty or representation with
respect to its Interconnection arrangements with its affiliates or ITCs.
29.12 JOINT WORK PRODUCT. This Agreement is the joint work product of
the Parties and has been negotiated by the Parties and their respective counsel
and shall be fairly interpreted in
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<PAGE>
accordance with its terms and, in the event of any ambiguities, no inferences
shall be drawn against either Party.
29.13 NO THIRD PARTY BENEFICIARIES; DISCLAIMER OF AGENCY. This Agreement
is for the sole benefit of the Parties and their permitted assigns, and nothing
herein express or implied shall create or be construed to create any third-party
beneficiary rights hereunder. Except for provisions herein expressly authorizing
a Party to act for another, nothing in this Agreement shall constitute a Party
as a legal representative or agent of the other Party, nor shall a Party have
the right or authority to assume, create or incur any liability or any
obligation of any kind, express or implied, against or in the name or on behalf
of the other Party unless otherwise expressly permitted by such other Party.
Except as otherwise expressly provided in this Agreement, no Party undertakes to
perform any obligation of the other Party, whether regulatory or contractual, or
to assume any responsibility for the management of the other Party's business.
29.14 No License.
29.14.1 Nothing in this Agreement shall be construed as the grant
of a license, either express or implied, with respect to any patent, copyright,
trademark, trade name, trade secret or any other proprietary or intellectual
property now or hereafter owned, controlled or licensable by either Party.
Neither Party may use any patent, copyrightable materials, trademark, trade
name, trade secret or other intellectual property right of the other Party
except in accordance with the terms of a separate license agreement between the
Parties granting such rights.
29.14.2 Neither Party shall have any obligation to defend,
indemnify or hold harmless, or acquire any license or right for the benefit of,
or owe any other obligation or have any liability to, the other Party or its
customers based on or arising from any claim, demand, or proceeding by any third
party alleging or asserting that the use of any circuit, apparatus, or system,
or the use of any software, or the performance of any service or method, or the
provision of any facilities by either Party under this Agreement, alone or in
combination with that of the other Party, constitutes direct, vicarious or
contributory infringement or inducement to infringe, misuse or misappropriation
of any patent, copyright, trademark, trade secret, or any other proprietary or
intellectual property right of any Party or third party. Each Party, however,
shall offer to the other reasonable cooperation and assistance in the defense of
any such claim.
29.14.3 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE
PARTIES AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE DOES NOT EXIST, ANY
WARRANTY, EXPRESS OR IMPLIED, THAT THE USE BY THE PARTIES OF THE OTHER'S
FACILITIES, ARRANGEMENTS, OR SERVICES PROVIDED UNDER THIS AGREEMENT SHALL NOT
GIVE RISE TO A CLAIM BY ANY THIRD PARTY OF INFRINGEMENT, MISUSE, OR
MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT OF SUCH THIRD PARTY.
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<PAGE>
29.15 TECHNOLOGY UPGRADES. Nothing in this Agreement shall limit BA's
ability to upgrade its network through the incorporation of new equipment, new
software or otherwise. BA shall provide Focal written notice at least ninety
(90) days prior to the incorporation of any such upgrades in BA's network that
will materially affect Focal's service. Focal shall be solely responsible for
the cost and effort of accommodating such changes in its own network.
29.16 SURVIVAL. The Parties' obligations under this Agreement which by
their nature are intended to continue beyond the termination or expiration of
this Agreement shall survive the termination or expiration of this Agreement.
29.17 ENTIRE AGREEMENT. The terms contained in this Agreement and any
Schedules, Exhibits, tariffs and other documents or instruments referred to
herein, which are incorporated into this Agreement by this reference, constitute
the entire agreement between the Parties with respect to the subject matter
hereof, superseding all prior understandings, proposals and other
communications, oral or written. Neither Party shall be bound by any preprinted
terms additional to or different from those in this Agreement that may appear
subsequently in the other Party's form documents, purchase orders, quotations,
acknowledgments, invoices or other communications.
29.18 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
29.19 MODIFICATION, AMENDMENT, SUPPLEMENT, OR WAIVER. No modification,
amendment, supplement to, or waiver of the Agreement or any of its provisions
shall be effective and binding upon the Parties unless it is made in writing and
duly signed by the Parties. A failure or delay of either Party to enforce any of
the provisions hereof, to exercise any option which is herein provided, or to
require performance of any of the provisions hereof shall in no way be construed
to be a waiver of such provisions or options.
29.20 SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and
inure benefit of the Parties and their respective legal successors and permitted
assigns.
29.21 PUBLICITY. Neither Party shall use the name of the other Party in
connection with this Agreement in a press release or statement without the prior
consent of the other Party, which consent shall not be unreasonably withheld.
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<PAGE>
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of this 27/th/ day of April, 1998.
<TABLE>
<CAPTION>
FOCAL COMMUNICATIONS BELL ATLANTIC
CORPORATION OF NEW JERSEY NEW JERSEY, INC.
<S> <C>
By: /s/ John Barnicle By: /s/ J.J. Goldberg
--------------------------- ------------------------------------------
Printed: John Barnicle Printed: J.J. Goldberg
---------------------- -------------------------------------
Title: E.V.P. - C.O.O. Title: President - Telecom Industry Services
------------------------ ---------------------------------------
</TABLE>
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<PAGE>
SCHEDULE 1.0
CERTAIN TERMS AS DEFINED IN THE ACT, AS OF APRIL 27, 1998
"Dialing Parity" means that a person that is not an affiliate of a local
exchange carrier is able to provide Telecommunications Services in such a manner
that Customers have the ability to route automatically, without the use of any
access code, their Telecommunications to the Telecommunications Services
provider of the customer's designation from among two (2) or more
Telecommunications Services providers (including such LEC).
"Exchange Access" means the offering of access to Telephone Exchange
Services or facilities for the purpose of the origination or termination of
Telephone Toll Services.
"InterLATA" means Telecommunications between a point located in a local
access and transport area and a point located outside such area.
"Local Access and Transport Area" or "LATA" means a contiguous geographic
area: (a) established before the date of enactment of the Act by a Bell
operating company such that no Exchange Area includes points within more than
one (1) metropolitan statistical area, consolidated metropolitan statistical
area, or State, except as expressly permitted under the AT&T Consent Decree; or
(b) established or modified by a Bell operating company after such date of
enactment and approved by the FCC.
"Local Exchange Carrier" means any person that is engaged in the provision
of Telephone Exchange Service or Exchange Access. Such term does not include a
person insofar as such person is engaged in the provision of a commercial mobile
service under Section 332(c) of the Act, except to the extent that the FCC finds
that such service should be included in the definition of such term.
"Network Element" means a facility or equipment used in the provision of a
Telecommunications Service. Such term also includes features, functions, and
capabilities that are provided by means of such facility or equipment, including
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.
"Number Portability" means the ability of end users of telecommunications
services to retain, at the same location, existing telecommunications numbers
without impairment of quality, reliability, or convenience when switching from
one telecommunications carrier to another.
"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 Carrier" means any provider of Telecommunications
Services, except that such term does not include aggregators of
Telecommunications Services (as defined in Section 226 of the Communications
Act).
<PAGE>
"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.
"Telephone Exchange Service" means (a) service within a telephone exchange
or within a connected system of telephone exchanges within the same exchange
area operated to furnish subscribers intercommunicating service of the character
ordinarily furnished by a single exchange, and which is covered by the exchange
service charge, or (b) comparable service provided through a system of switches,
transmission equipment, or other facilities (or combination thereof) by which a
subscriber can originate and terminate a telecommunications service.
"Telephone Toll Service" means telephone service between stations in
different exchange areas for which there is made a separate charge not included
in contracts with subscribers for exchange service.
-2-
<PAGE>
SCHEDULE 3.0
NETWORK IMPLEMENTATION SCHEDULE FOR NEW JERSEY
In accordance with the provisions of Section 3 of the Agreement, the
Parties shall make their best efforts to meet the following Milestones no later
than the listed Dates.
<TABLE>
<CAPTION>
LATA IN NEW JERSEY MILESTONE DATE
- -------------------------------------------------------------------------
<S> <C> <C>
LATA TBD LATA Start Date ("SD") TBD
- -------------------------------------------------------------------------
SS7 Certification, Collocation, and NXX(s) TBD
Applied For
- -------------------------------------------------------------------------
Parties Agree on Initial Network Design TBD
- -------------------------------------------------------------------------
Valid Access Service Request(s) ("ASRs") TBD
and Routing Information Received by BA
- -------------------------------------------------------------------------
Collocation Arrangements Complete for TBD
Trunk Interconnection and IDLC for ULLs
- -------------------------------------------------------------------------
All Trunks Tested and Turned UP; SS7 TBD
Certification Achieved;/1/ VG ULL
Capability Available
- -------------------------------------------------------------------------
Call-through Testing Completed; TBD
"Interconnection Activation Date"
- -------------------------------------------------------------------------
</TABLE>
Failure of a Party or the Parties to meet an earlier Milestone Date shall
not relieve either Party of the responsibility to make its best efforts to meet
subsequent Milestone Date(s) in the LATA, unless, and only to the extent that,
the subsequent Milestone Date(s) depend on the timely completion of such earlier
Milestone Date.
For purposes of Section 3, (i) business Telephone Exchange Service shall be
considered "fully operational" in a LATA in the state of New Jersey when Focal
has an effective Tariff for business Telephone Exchange Service in the state of
New Jersey and has a significant number of Telephone Exchange Service Customer
lines in service for business Telephone Exchange Service Customers in that LATA
in the state of New Jersey that are not affiliates or employees of either BA or
Focal, and (ii) residential Telephone Exchange Service shall be considered
"fully operational" in a LATA in the state of New Jersey when Focal has an
effective Tariff for residential Telephone Exchange Service in the state of New
Jersey and has a significant number of Telephone Exchange Service Customer lines
in service for residential Telephone Exchange Service Customers in that LATA in
the state of New Jersey that are not affiliates or employees of either BA or
Focal.
- ----------------------
/1/ SS7 certification scheduling depends on actual schedule availability at
time of request.
<PAGE>
SCHEDULE 4
INTERCONNECTION POINTS IN LATA
Focal-IP: TBD
-------------
BA-IP: TBD
----------
<PAGE>
SCHEDULE 4.2
PHYSICAL ARCHITECTURE
[See Chart]
<PAGE>
SCHEDULE 4.2 - PHYSICAL ARCHITECTURE
[ILLUSTRATIVE]
[DIAGRAM APPEARS HERE]
<PAGE>
SCHEDULE 4.3 - INITIAL ARCHITECTURE
[ILLUSTRATIVE]
[DIAGRAM APPEARS HERE]
<PAGE>
SCHEDULE 4.5
INTERCONNECTION POINTS FOR DIFFERENT TYPES OF TRAFFIC
Each Party shall provide the other Party with Interconnection to its
network at the following points for transmission, routing and termination. Each
Party shall make available at its Interconnection Points facilities to route the
traffic it receives to the-appropriate final destination. Interconnection at a
BA-IP that is a Local Serving Wire Center provides access to all of the
Interconnection Points identified below (except for paragraphs 8 through 11),
via facilities appropriate for the traffic types and destinations identified
below. Compensation for such facilities will be as set forth in Exhibit A or as
provided elsewhere herein.
1. For the termination of Local Traffic or Toll Traffic originated by one
Party's Customer and terminated to the other Party's Customer, at the points set
forth in subsections 4.2 and/or 4.3 of the main body of the Agreement.
2. For the termination of Meet Point Billing Traffic from an IXC to:
2.1 Focal, at the Focal-IP in LATA in which the Traffic is to
terminate.
2.2 BA, at the BA-IP in LATA in which the Traffic is to terminate.
3. For the termination of Transit Traffic from an ITC, wireless carrier,
or other CLEC to:
3.1 Focal, at the Focal-IP in which the Traffic is to terminate.
3.2 BA, at the BA-IP in LATA in which the Traffic is to terminate.
4. For 911 /E911 traffic originated on Focal's network, at the PSAP in
areas where only Basic 911 service is available, or at the BA 911 Tandem Office
serving the area in which the Focal Customer is located, in accordance with
applicable state laws and regulations and PSAP requirements.
5. For Directory Assistance (411 or NPA-5 55-1212) traffic, at the
applicable BA Local Serving Wire Center or the BA operator services Tandem
Office subtended by such Local Serving Wire Center.
6. For Operator Services (call completion) traffic, at the applicable BA
Local Serving Wire Center or the BA operator services Tandem Office subtended by
such Local Serving Wire Center.
7. For LSV/VCI traffic, at the terminating Party's Local Serving Wire
Center or operator services Tandem Office subtended by such Local Serving Wire
Center.
<PAGE>
8. For SS7 signaling originated by:
8.1 Focal, at mutually agreed-upon Signaling Point of
Interconnection(s) ("SPOI") in the LATA in which the Local or Toll Traffic
originates, over CCSAC links provisioned in accordance with Bellcore GR-905 and
Bell Atlantic Supplement Common Channel Signaling Network Interface
Specification (BA_905).
8.2 BA, at mutually agreed-upon SPOIs in the LATA in which the Local
or Toll Traffic originates, over a CCSAC links provisioned in accordance with
Bellcore GR-905 and BA-905.
Alternatively, either Party may elect to interconnect for SS7 signaling through
a commercial SS7 hub provider.
9. For 800/888 database inquiry traffic, at any BA Signaling Transfer
Point in the LATA in which the originating Focal Wire Center is located, over a
CCSAC link. Alternatively, Focal may elect to interconnect through a commercial
SS7 hub provider.
10. For Line Information Database ("LIDB") inquiry traffic, at any BA
Signaling Transfer Point in the LATA in which the LIDB is located, over a CCSAC
link. Alternatively, Focal may elect to interconnect through a commercial SS7
hub provider.
11. For any other type of traffic, at reasonable points to be agreed upon
by the Parties, based on the network architecture of the terminating Party's
network.
<PAGE>
SCHEDULE 6.3
RATE ELEMENTS UNDER MEET POINT BILLING
INTERSTATE ACCESS - TERMINATING TO OR ORIGINATING FROM FOCAL CUSTOMERS
RATE ELEMENT BILLING COMPANY
- ------------ ---------------
Carrier Common Line Focal
Local Switching Focal
Interconnection Charge Focal
Local Transport Facility/
Tandem Switched Transport Per Mile Based on negotiated billing percentage
(BIP)
Local Transport Termination/
Tandem Switched Transport Fixed BA
Entrance Facility BA
800 Database Query Party that performs query
INTRASTATE ACCESS - TERMINATING TO OR ORIGINATING FROM FOCAL CUSTOMERS/1/
- ----------------------------------------------------------------------
RATE ELEMENT BILLING COMPANY
Carrier Common Line Focal
Local Switching Focal
Interconnection Charge Focal
Local Transport Facility/
Tandem Switched Transport Per Mile Based on negotiated billing percentage
(BIP)
Local Transport Termination/
Tandem Switched Transport Fixed BA
Entrance Facility BA
800 Database Query Party that performs query
- --------------------
/1/ Pending approval of the BA intrastate local transport restructure
tariff, intrastate access services subject to the pending tariff will be charged
pursuant to effective tariffs, as agreed by the Parties, subject to true-up at
either Party's request.
<PAGE>
SCHEDULE 12.3
SUPPORT SERVICES FOR RESALE
---------------------------
1. BA OSS SERVICES
---------------
1.1 Definitions
-----------
As used in this Schedule 12.3, the following terms shall have the meanings
stated below:
1.1.1 "BA Operations Support Systems" means BA systems for pre-ordering,
ordering, provisioning, maintenance and repair, and billing.
1.1.2 "BA OSS Services" means access to BA Operations Support Systems functions.
The term "BA OSS Services" includes, but is not limited to: (a) BA's provision
of Focal Usage Information to Focal pursuant to Section 1.3 below; and, (b) "BA
OSS Information", as defined in Section 1.1.4 below.
1.1.3 "BA OSS Facilities" means any gateways, interfaces, databases, facilities,
equipment, software, or systems, used by BA to provide BA OSS Services to Focal.
1.1.4 "BA OSS Information" means any information accessed by, or disclosed or
provided to, Focal through or as a part of BA OSS Services. The term "BA OSS
Information" includes, but is not limited to: (a) any Customer Information
related to a BA Customer or a Focal Customer accessed by, or disclosed or
provided to, Focal through or as a part of BA OSS Services; and, (b) any Focal
Usage Information (as defined in Section 1.1.6 below) accessed by, or disclosed
or provided to, Focal.
1.1.5 "BA Retail Telecommunications Service" means any Telecommunications
Service that Bell Atlantic provides at retail to subscribers that are not
Telecommunications Carriers. The term "BA Retail Telecommunications Service"
does not include any exchange access service (as defined in Section 3(16) of the
Act, 47 U.S.C. (S) 153(16)) provided by BA.
1.1.6 "Focal Usage Information" means the usage information for a BA Retail
Telecommunications Service purchased by Focal under this Agreement that BA would
record if BA was furnishing such BA Retail Telecommunications Service to a BA
end-user retail Customer.
1.1.7 "Customer Information" means CPNI, as defined in the Act, of a Customer
and any other non-public, individually identifiable information about a Customer
or the purchase by a Customer of the services or products of a Party.
1.2 BA OSS Services
---------------
1.2.1 Upon request by Focal, BA shall provide to Focal, pursuant to Section
251(c)(3) of the Act, 47 U.S.C. (S) 251(c)(3), BA OSS Services.
<PAGE>
1.2.2 Subject to the requirements of Applicable Laws, BA Operations Support
Systems, BA Operations Support Systems functions, BA OSS Facilities, BA OSS
Information, and the BA OSS Services that will be offered by BA, shall be as
determined by BA. Subject to the requirements of Applicable Laws, BA shall have
the right to change BA Operations Support Systems, BA Operations Support Systems
functions, BA OSS Facilities, BA OSS Information, and the BA OSS Services, from
time-to-time, without the consent of Focal. Except as otherwise provided by this
Agreement or Applicable Laws, BA will give Focal notice in writing or
electronically (which may be by giving Focal access to a database or an Internet
site that contains the applicable information, or by other electronic means) of
material modification of the operation of BA OSS Services furnished under this
Agreement at least sixty (60) days prior to the time the material modification
becomes effective.
1.3 Focal Usage Information
-----------------------
1.3.1 Upon request by Focal, BA shall provide to Focal, pursuant to Section
251(c)(3) of the Act, 47 U.S.C. (S) 251(c)(3), Focal Usage Information.
1.3.2 Focal Usage Information will be available to Focal through the
following:
(i) Daily Usage File on Data Tape.
(ii) Daily Usage File through Network Data Mover ("NDM").
(iii) Daily Usage File through Centralized Message Distribution System
("CMDS").
1.3.1 Focal Usage Information will be provided in a Bellcore Exchange Message
Records ("EMR") format.
1.3.3.2 Daily Usage File Data Tapes provided pursuant to Section 1.3.2(a) above
will be issued each day, Monday through Friday, except holidays observed by BA.
1.3.4 Except as stated in this Section 1.3, subject to the requirements of
Applicable Laws, the manner in which, and the frequency with which, Focal Usage
Information will be provided to Focal shall be determined by BA.
1.4 Access to and Use of BA OSS Facilities
--------------------------------------
1.4.1 BA OSS Facilities may be accessed and used by Focal only to the extent
necessary for Focal's access to and use of BA OSS Services pursuant to this
Agreement.
1.4.2 BA OSS Facilities may be accessed and used by Focal only to provide
Telecommunications Services to Focal Customers.
<PAGE>
1.4.3 Focal shall restrict access to and use of BA OSS Facilities to Focal. This
Schedule 12.3 does not grant to Focal any right or license to grant sublicenses
to other persons, or permission to other persons (except Focal's employees,
agents and contractors, in accordance with Section 1.4.7 below), to access or
use BA OSS Facilities.
1.4.4 Focal shall not (a) alter, modify or damage the BA OSS Facilities
(including, but not limited to, BA software), (b) copy, remove, derive, reverse
engineer, or decompile, software from the BA OSS Facilities, or (c) obtain
access through BA OSS Facilities to BA databases, facilities, equipment,
software, or systems, which are not offered for Focal's use under this Schedule
12.3.
1.4.5 Focal shall comply with all practices and procedures established by BA for
access to and use of BA OSS Facilities (including, but not limited to, BA
practices and procedures with regard to security and use of access and user
identification codes).
1.4.6 All practices and procedures for access to and use of BA OSS Facilities,
and all access and user identification codes for BA OSS Facilities: (a) shall
remain the property of BA; (b) shall be used by Focal only in connection with
Focal's use of BA OSS Facilities permitted by this Schedule 12.3; and, (c) shall
be treated by Focal as Proprietary Information of BA pursuant to subsection 29.4
of the Agreement.
1.4.7 Focal's employees, agents and contractors may access and use BA OSS
Facilities only to the extent necessary for Focal's access to and use of the BA
OSS Facilities permitted by this Agreement. Any access to or use of BA OSS
Facilities by Focal's employees, agents, or contractors, shall be subject to the
provisions of the Agreement, including, but not limited to, subsection 29.4
thereof and Sections 1.4.6 and 1.5.3.3 of this Schedule 12.3.
1.5 BA OSS Information
------------------
1.5.1 Subject to the provisions of this Agreement and Applicable Laws, BA grants
to Focal a non-exclusive license to use BA OSS Information.
1.5.2 All BA OSS Information shall at all times remain the property of BA.
Except as expressly stated in this Schedule 12.3, Focal shall acquire no rights
in or to any BA OSS Information.
1.5.3.1 The provisions of this Section 1.5.3 shall apply to all BA OSS
Information, except (a) Focal Usage Information, (b) CPNI of Focal, and (c) CPNI
of a BA Customer or a Focal Customer, to the extent the Customer has authorized
Focal to use the Customer Information.
1.5.3.2 BA OSS Information may be accessed and used by Focal only to provide
Telecommunications Services to Focal Customers.
<PAGE>
1.5.3.3 Focal shall treat BA OSS Information that is designated by BA, through
written or electronic notice (including, but not limited to, through the BA OSS
Services), as "Confidential" or "Proprietary" as Proprietary Information of BA
pursuant to subsection 29.4 of the Agreement.
1.5.3.4 Except as expressly stated in this Schedule 12.3, this Agreement does
not grant to Focal any right or license to grant sublicenses to other persons,
or permission to other persons (except Focal's employees, agents or contractors,
in accordance with Section 1.5.3.5 below), to access, use or disclose BA OSS
Information.
1.5.3.5 Focal's employees, agents and contractors may access, use and disclose
BA OSS Information only to the extent necessary for Focal's access to, and use
and disclosure of, BA OSS Information permitted by this Schedule 12.3. Any
access to, or use or disclosure of, BA OSS Information by Focal's employees,
agents or contractors, shall be subject to the provisions of this Agreement,
including, but not limited to, subsection 29.4 of the Agreement and Section
1.5.3.3 above.
1.5.3.6. Focal's license to use BA OSS Information shall expire upon the earlier
of (a) termination of the license in accordance with this Schedule 12.3; or (b)
expiration or termination of the Agreement.
1.5.3.7 All BA OSS Information received by Focal shall be destroyed or returned
by Focal to BA, upon expiration, suspension or termination of the license to use
such BA OSS Information.
1.5.4 Unless sooner terminated or suspended in accordance with the Agreement or
this Schedule 12.3 (including, but not limited to, subsection 22.3 of the
Agreement and Section 1.6.1 below), Focal's access to BA OSS Information through
BA OSS Services shall terminate upon the expiration or termination of the
Agreement.
1.5.5.1 BA shall have the right (but not the obligation) to perform at BA's
expense (provided that there will be no charge to BA for reasonable access to
Focal' employees, books, records, documents and facilities) an audit of Focal
upon three (3) full business days notice to Focal to ascertain whether Focal is
complying with the requirements of Applicable Laws and this Agreement with
regard to Focal's access to, and use and disclosure of, BA OSS Information.
1.5.5.2 Without in any way limiting any other rights BA may have under the
Agreement or Applicable Laws, BA shall have the right (but not the obligation)
to monitor Focal's access to and use of BA OSS Information which is made
available by BA to Focal pursuant to this Agreement, to ascertain whether Focal
is complying with the requirements of Applicable Laws and this Agreement, with
regard to Focal's access to, and use and disclosure of, such BA OSS Information.
The foregoing right shall include, but not be limited to, the right (but not the
obligation) to electronically monitor at BA's expense (provided that there
<PAGE>
will be no charge to BA by Focal to perform this activity), Focal's access to
and use of BA OSS Information which is made available by BA to Focal through BA
OSS Facilities.
1.5.5.3 Information obtained by BA pursuant to this Section 1.5.5 shall be
treated by BA as Proprietary Information of Focal pursuant to subsection 29.4 of
the Agreement; provided that, BA shall have the right (but not the obligation)
to use and disclose information obtained by BA pursuant to this Section 1.5.5 to
enforce BA's rights under this Agreement or Applicable Laws.
1.5.6 Focal acknowledges that the BA OSS Information, by its nature, is updated
and corrected on a continuous basis by BA, and therefore that BA OSS Information
is subject to change from time to time.
1.6 Liabilities and Remedies
------------------------
1.6.1 Any breach by Focal, or Focal's employees, agents or contractors, of the
provisions of Sections 1.4 or 1.5 above shall be deemed a material breach of the
Agreement. In addition, if Focal or an employee, agent or contractor of Focal at
any time breaches a provision of Sections 1.4 or 1.5 above and such breach
continues for more than fifteen (15) days after written notice thereof from BA,
then, except as otherwise required by Applicable Laws, BA shall have the right,
upon notice to Focal, to suspend the license to use BA OSS Information granted
by Section 1.5.1 above and/or the provision of BA OSS Services, in whole or in
part.
1.6.2 Focal agrees that BA would be irreparably injured by a breach of Sections
1.4 or 1.5 above by Focal or the employees, agents or contractors of Focal, and
that BA shall be entitled to seek equitable relief, including injunctive relief
and specific performance, in the event of any such breach. Such remedies shall
not be deemed to be the exclusive remedies for any such breach, but shall be in
addition to any other remedies available under this Agreement or at law or in
equity.
1.7 Relation to Applicable Laws
---------------------------
The provisions of Sections 1.4, 1.5 and 1.6 above shall be in addition to and
not in derogation of any provisions of Applicable Laws, including, but not
limited to, 47 U.S.C. (S) 222, and are not intended to constitute a waiver by BA
of any right with regard to protection of the confidentiality of the information
of BA or BA Customers provided by Applicable Laws.
1.8 Cooperation
-----------
Focal, at Focal's expense, shall reasonably cooperate with BA in using BA OSS
Services. Such cooperation shall include, but not be limited to, the following:
1.8.1 Upon request by BA, Focal shall by no later than the fifteenth (15th) day
of the month preceding the first calendar month of each calendar quarter submit
to BA reasonable, good
<PAGE>
faith estimates (by geographic area designated by BA) of the volume of each BA
Retail Telecommunications Service for which Focal anticipates submitting orders
in each week of the next calendar quarter.
1.8.2 Focal shall participate in cooperative testing of BA OSS Services and
shall provide assistance to BA in identifying and correcting mistakes,
omissions, interruptions, delays, errors, defects, faults, failures, or other
deficiencies, in BA OSS Services. The Parties will jointly agree upon the
schedule for such testing and the tests that will be conducted.
1.9 BA Access to Information Related to Focal Customers
---------------------------------------------------
BA shall have the right to access, use and disclose information related to Focal
Customers that is in BA's possession (including, but not limited to, in BA OSS
Facilities) to the extent such access, use and/or disclosure has been authorized
by the Focal Customer in the manner required by Applicable Laws.
2.. BELL ATLANTIC PRE-OSS SERVICES
------------------------------
2.1 As used in this Schedule 12.3, "BA Pre-OSS Service" means a service
that allows the performance of an activity that is comparable to an
activity to be performed through a BA OSS Service and that BA offers to
provide to Focal. The term "BA Pre-OSS Service" includes, but is not
limited to, the activity of placing orders for BA Telecommunications
Services through a telephone facsimile communication. Prior to purchasing
BA OSS Services, Focal may purchase BA Pre-OSS Services.
2.2 Subject to the requirements of Applicable Laws, the BA Pre-OSS
Services that will be offered by BA shall be as determined by BA and BA
shall have the right to change BA Pre-OSS Services, from time-to-time,
without the consent of Focal. Except as otherwise provided by this
Agreement or Applicable Laws, BA will give Focal notice in writing or
electronically (which may be by giving Focal access to a database or an
Internet site that contains the applicable information, or by other
electronic means) of material modification of the operation of BA Pre-OSS
Services furnished under this Agreement at least thirty (30) days prior to
the time the material modification becomes effective.
2.3 Subject to the requirements of Applicable Laws, the prices for BA Pre-
OSS Services shall be as determined by BA and shall be subject to change by
BA from time-to-time.
2.4 The provisions of Sections 1.5 through 1.9 above shall also apply to BA
Pre-OSS Services. For the purposes of this Section 2.4: (a) references in
Sections 1.5 through 1.9 above to BA OSS Services shall be deemed to
include BA Pre-OSS Services; and, (b) references in Sections 1.5 through
1.9 above to BA OSS Information shall be deemed to include information made
available to Focal through BA Pre-OSS Services.
<PAGE>
3. RATES AND CHARGES
-----------------
3.1 The prices for the foregoing services shall be as set forth in BA's
Tariffs or, in the absence of an applicable BA Tariff price, in Exhibit A
or, if not set forth in either, as may be determined by BA from time to
time. If BA at any time offers a resale support service the prices for
which are not stated in BA's Tariffs or Exhibit A and Focal elects to
purchase such service, BA shall have the right to revise Exhibit A to add
such prices; provided that, if the resale support service is already being
used by Focal at the time BA revises Exhibit A to add such prices, except
as otherwise required by this Agreement or Applicable Laws, the revision
shall not become effective until BA has given Focal thirty (30) days prior
notice of the revision.
<PAGE>
SCHEDULE 27.0
PERFORMANCE INTERVAL DATES FOR SPECIFIED ACTIVITIES
<TABLE>
<CAPTION>
SPECIFIED ACTIVITY PERFORMANCE INTERVAL DATE/2/
(i) UNBUNDLED LOCAL LOOP INSTALLATION/1/
---------------------------------
<S> <C>
- -----------------------------------------------------------------------------------------------
1-10 Loops per service order 6 business days from BA's receipt of
valid service order
- -----------------------------------------------------------------------------------------------
11-20 Loops per service order 10 business days from BA's receipt of
valid service order
- -----------------------------------------------------------------------------------------------
21 + Loops per service order To be negotiated on order-by-order basis
- -----------------------------------------------------------------------------------------------
(ii) INTERIM NUMBER PORTABILITY INSTALLATION
---------------------------------------
- ----------------------------------------------------------------------------------------------
1-10 Numbers per service order 6 business days from BA's receipt of
valid service order
- ----------------------------------------------------------------------------------------------
11-20 Numbers per service order 10 days from BA's receipt of valid
service order
- ----------------------------------------------------------------------------------------------
21 + Numbers per service order To be negotiated on order-by-order basis
- ----------------------------------------------------------------------------------------------
(iii) OUT-OF-SERVICE REPAIRS Less than 24 hours from BA's receipt of
---------------------- notification of out-of-service condition
- ----------------------------------------------------------------------------------------------
</TABLE>
- -------------------
/1/ The Unbundled Loop Installation intervals set forth in this Schedule 27.0
apply only to ULLs offered by BA as of the date of this Agreement. Installation
intervals for new ULLs will be developed by the Parties as such ULLs become
available.
/2/ Unless otherwise agreed to by the Parties, in which case the Performance
Interval Date shall be extended until the agreed-upon date. Notwithstanding the
Performance Interval Dates contained in this Schedule 27.0, under no
circumstances will BA be obligated to extend installation, provision, or repair
intervals to Focal that are more favorable than BA extends to its own customers
for comparable services.
<PAGE>
SCHEDULE 27.1
FOCAL SERVICE QUALITY STANDARDS
1.0 UNBUNDLED LOCAL LOOP INSTALLATION ORDERS
1.1 All order information submitted by Focal is valid (e.g. street address,
floor/unit number, cable pair assignment, etc.).
1.2 Customer (end user) is available at appointed time and day.
2.0 "LIVE" CUTOVER UNBUNDLED LOCAL LOOP INSTALLATION ORDERS (PURSUANT TO
SECTION 11.6)
2.1 Accurate account and end user information submitted on service request.
2.2 Accurate tie cable and pair assignment provided by Focal on service
request.
<PAGE>
EXHIBIT A
BELL ATLANTIC - NEW JERSEY, INC.
DETAILED SCHEDULE OF ITEMIZED CHARGES
-------------------------------------
A. BA SERVICES, FACILITIES, AND ARRANGEMENTS:/1/
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
------------------- ----------------- ------
<S> <C> <C>
I. LOCAL CALL TERMINATION/2/
Traffic Delivered at BA End Office $.001846/MOU Not Applicable
Traffic Delivered at BA Tandem or Local
Serving Wire Center $.003738/MOU Not Applicable
II. UNBUNDLED TRANSPORT
A. DEDICATED TRANSPORT
Voice Grade/DS-0 $11.28/Month & All:
---
$.0238/Mile/Month $23.55/Service Order/3/
$387.77/Initial
DS-1 $39.83/Month & Facility &
$.48/Mile/Month $26.25/Additional
Facility/4/
DS-3 $529.78/Month &
$13.40/Mile/Month
DDS $11.69/Month
$.03/Mile/Month
</TABLE>
- -----------------
/1/ Unless a citation is provided to a generally applicable BA tariff, all
listed rates and services are available only to Focal purchasing these services
for use in the provision of Telephone Exchange Service, and apply only to Local
Traffic and local Ancillary Traffic. BA rates and services for use by Focal in
the carriage of Toll Traffic shall be subject to BA's tariffs for Exchange
Access Service. Adherence to these limitations is subject to a reasonable
periodic audit by BA.
As applied to wholesale discount rates, unbundled Network Elements or call
transport and/or termination of Local Traffic purchased for the provision of
Telephone Exchange Service or Exchange Access, the rates and charges set forth
in Exhibit A, incorporate the New Jersey Board of Public Utilities approved
rates in Docket TX95120631 and interim rates that are subject to review by the
Board. These rates shall apply until such time as they are replaced by new
rates as may be approved or allowed into effect by the Board from time to time,
subject however, to any stay or other order issued by any court of competent
jurisdiction. At such time(s) as such new rates have been approved or allowed
into effect by the Board, the Parties shall amend Exhibit A to reflect the new
approved rates.
/2/ See note 28 regarding measurement and calculation of local traffic
termination charges.
/3/ Interim rate.
/4/ The additional facilities rate applies only to additional transport
facilities purchased when the initial facility is ordered.
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
- ------------------- ----------------- ------
<S> <C> <C> <C>
II. UNBUNDLED TRANSPORT (CONTINUED)
B. COMMON TRANSPORT
Tandem Switching $.001471/MOU/5/ Not Applicable
Tandem-Switched Transport $.0002486/MOU & Not Applicable
$.0000012/MOU/
Mile
C. ENTRANCE FACILITIES
All:
---
$23.55/Service Order/6/
plus installation
charges for each
initial and additional
facility purchased at
the time of order:
2-Wire Voice Grade Channel $18.16/Month $664.62/Initial &
Termination $377.72/Additional
4-Wire, Voice Grade Channel $38.75/Month $888.69/Initial &
Termination $508.74/Additional
DS-1 to Voice Grade Multiplexing $84.54/Month $532.38/Initial &
$532.38/Additional
DS-1 Channel Termination $146.30/Month $737.17/Initial &
$425.28/Additional
DS-3 to DS-I Multiplexing $286.11/Month $532.38/Initial &
$532.38/Additional
DS-3 Channel Termination $938.88/Month $737.17/Initial &
$425.28/Additional
</TABLE>
- -------------------
/5/ See note 3 above.
/6/ See note 3 above.
2
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
- ------------------- ----------------- ------
<S> <C> <C> <C>
II. UNBUNDLED TRANSPORT (CONTINUED)
D. DIGITAL CROSS-CONNECT SYSTEM/7/
Service Establishment Not Applicable $2,009.14
Database Modification Not Applicable $159.82/Modification
Request
Reconfiguration by BA Not Applicable $34.65/Programming
personnel Charge/Half Hour
DS-0 Cross-Connect $20.75/Port/Month $28.35/Port
DS-1 Cross-Connect $72.93/Port/Month $35.54/Port
E. MID-SPAN MEET ARRANGEMENTS To be charged in accordance with the
requirements of Section 4.3 of the Agreement
III. UNBUNDLED SWITCHING
A. LOCAL SWITCHING PORTS
POTS/PBX/Centrex $1.90/Port/Month $23.55/Service Order
$9.16/Installation
/Port
ISDN (PRI) $131.11 /Port/Month $30.36/Service Order/8/
$120.41/Installation
/Port
ISDN (BRI) $11.45/Port/Month $30.36/Service Order/9/
$20.19/Installation
/Port
Public/Semi-Public $3.25/Port/Month $23.55/Service Order
$9.16/Installation
/Port
DID $4.36/Port/Month $23.55/Service Order
$770.34/Installation
/Port
B. TANDEM SWITCHING USAGE $.001471/MOU/10/ Not Applicable
</TABLE>
- -------------------
/7/ See note 3 above.
/8/ See note 3 above.
/9/ See note 3 above.
/10/ See note 3 above.
3
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
- ------------------- ----------------- ------
<S> <C> <C> <C>
III. UNBUNDLED SWITCHING (CONTINUED)
C. LOCAL SWITCHING USAGE
POTS Originating With Vertical
Features $.005418/MOU
POTS Terminating With Vertical
Features $.003207/MOU
ISDN Originating Digital Switched $.003002/MOU All ISDN:
---------
Voice With Vertical Features $12.41/Service Order
$.14/Installation
ISDN Terminating Digital Switched $.001510/MOU
Voice
ISDN Originating Digital Circuit $.001751/MOU
Switched Data
ISDN Terminating Digital Circuit $.001510/MOU
Switched Data
D. POTS FEATURES
PBX $.000726/MOU Both:
-----
$12.41/Service Order
Multi-Line Hunting $.000002/MOU $.14/Installation
E. CENTREX FEATURES
UCD $.000932/MOU All:
----
$12.41/Service Order
Hunting $.000003/MOU $.14/Installation
Queuing $.000486/MOU
Intercom & Features $.025131/MOU
Attendant $.026413/MOU
Attendant Console $.031847/MOU
Centralized Attendant Services $.216809/MOU
Attendant Access Code Dialing $.047949/MOU
Automatic Route Selection $.000422/MOU
Electronic Tandem Switching $.001833/MOU
F. ISDN CENTREX FEATURE $.006666/MOU $12.41/Service Order
$.14/Installation
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
------------------- ----------------- ------
<S> <C> <C>
IV. UNBUNDLED LOOPS
POTS (analog 2-Wire) Density Cell: Service Order: $23.55
------------ -------------
1 - $11.95/Month Installation:
------------
2 - $16.02/Month If premises visit not
3 - $20.98/Month required, initial &
each additional loop -
$8.61
If premises visit
required, initial loop -
$83.69
If premises visit
required, additional
loop - $29.58
ISDN Density Cell: Service Order:
------------ -------------
1 - $15.02/Month $30.26/11/
2 - $19.58/Month Installation:
------------
3 - $25.12/Month If premises visit not
required, initial &
each additional loop -
$20.19
If premises visit
required, initial loop -
$95.26/12/
If premises visit
required, additional
loop - $41.15
Customer Specified Signaling - 2-Wire Density Cell: Service Order: $23.55
------------ -------------
1 - $13.39/month Installation:
------------
2 - $17.95/Month If premises visit not
3 - $23.50/Month required, initial &
each additional loop -
$58.84
If premises visit
required, initial loop -
$146.87
If premises visit
required, additional
loop - $92.76
</TABLE>
______________________________
/11/ See note 3 above.
/12/ See note 3 above.
5
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
- -------------------- ------------------ -------
<S> <C> <C>
IV. UNBUNDLED LOOPS (CONTINUED)
Customer Specified Signaling - Density Cell: Service Order: $23.55
4-Wire ------------- --------------
1 - $28.85/Month Installation:
2 - $38.52/Month -------------
3 - $49.59/Month If premises visit not
required, initial &
each additional loop -
$58.84/13/
If premises visit
required, initial loop -
$146.87
If premises visit
required, additional
loop - $92.76
DS-1 Density Cell: Service Order: $23.55
1 - $128.40/Month Installation:
2 - $144.80/Month ------------
3 - $177.50/Month If premises visit not
required, initial &
each additional loop -
$58.84
If premises
required, additional
loop - $92.76
2 Wire ADSL Loops TBD TBD
2 Wire & 4 Wire HDSL Loops TBD TBD TBD
</TABLE>
_______________________________
/13/ See note 3 above.
6
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
-------------------- ------------------ -------
<S> <C> <C>
V. COLLOCATION CROSS-CONNECTION
A. VOICE GRADE LOOP
Physical DS0 CO side to $.84/Month Not Applicable
equipment
Virtual DS0 with RFT CO side
MDF to equipment $2.06/Month Not Applicable
Virtual DS1 with EDSX $93.37/Month Both:
(1DS1 + 24 DS0s with IDLC) -----
$23.55/Service
Order/14/
Virtual DS I with CFA (24DS0s $71.02/Month $460.67/Initial
IDLC) Installation &
$217.10/Additional
Installations
B. OTHER
Physical DS3 or DS I Cable Rack $1.03/Month Not Applicable
Physical DS3 $118.89/Month All:
$23.55/Service ----
Physical DS1 $21.60/Month Order/15/
$399.48/Initial
Virtual DS3 $124.75/Month Installation &
$201.80/Additional
Virtual DS1 $22.35/Month Installations
VI. TIME AND MATERIALS
Special Construction As applicable per BA-NJ Tariff B.P.U.-NJ-
No.2, Exchange and Network Services,
Section A4
Service Technician
(service work on Not Applicable $11.17/Service Order
unbundled loops outside $34.78/Premises Visit
of the Central Office) $12.95 Labor Charge/
Per Quarter Hour
After First Quarter
Hour
Central Office Technician Not Applicable $11.17/Service Order
$13.07 Labor Charge/
Per Quarter Hour or
Fraction Thereof
</TABLE>
______________________________
/14/ See note 3 above.
/15/ See note 3 above.
7
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
-------------------- ------------------ -------
<S> <C> <C>
VII. SIGNALING AND DATABASES
A. STP PORT
Termination $576.3l/Month $100.60/Port
Access/16/ $.61/Mile/Month $23.55/Service Order
$304.29/Initial
Facility &
$26.25/Additional
Facility
B. 800/888 DATABASE
Basic Query $.000757/Query Not Applicable
Vertical Query $.000268/Query Not Applicable
C. LIDB VALIDATION
Calling Card $.016280/Query Not Applicable
Billed Number Screening $.016280/Query Not Applicable
LIDB Point Codes/17/ Not Applicable $86.88/Point Code
Storage of Requesting Focal's
Data in LIDB Database/18/ Not Applicable $1,487.64 Service
Establishment
D. AIN SERVICE CREATION (ASC) SERVICE/19/
1. DEVELOPMENTAL CHARGES
Service Establishment Not Applicable $895.73
Service Creation Access Port $105.12/Port/Month Not Applicable
Service Creation Usage
a. Remote Access $1,146.57/Day Not Applicable
b. On-Premise $1,146.57/Day Not Applicable
Certification & Testing $78.02/Hour Not Applicable
Help Desk Support $82.57/Hour Not Applicable
</TABLE>
______________________________
/16/ See note 3 above.
/17/ See note 3 above.
/18/ See note 3 above.
/19/ See note 3 above.
8
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
-------------------- ------------------ -------
<S> <C> <C>
D. AIN SERVICE CREATION (ASC) SERVICE/20/ (CONTINUED)
2. SERVICE CHARGES
Subscription Charge $4.65/Month Not Applicable
Database Queries
a. Network Query $.0006/Query Not Applicable
b. Focal Network Query $.0006/Query Not Applicable
c. Focal Switch Query $.0006/Query Not Applicable
Trigger Charge
a. Line Based $.0008/Query Not Applicable
b. Office Based $.0008/Query Not Applicable
Utilization Element $.0004/ACU Not Applicable
Service Activation Charge
a. Network Service Activation Not Applicable $15.21/Service
Activated/Line
b. Focal Network Service Not Applicable $15.21/Service
Activation Activated/Line
c. Focal Switch Service Not Applicable $15.21/Service
Activation Activated /Line
Service Modification
a. DTMF Update $.11/Occurrence Not Applicable
Switch Based Announcement $.004/Announcement Not Applicable
VIII. DIRECTORY LISTINGS & BOOKS
Primary Listing Not Applicable $1.00/Listing/No.
Additional Tariffed Listing Services BA-NJ Tariff B.P.U.-
N.J.-NO.2, Exchange
and Network Ser-vices,
Section A5.7.1.
Books & delivery (annual home area No charge for normal numbers of books delivered to
directories only) end users; bulk deliveries to Focal per separate arrangement
</TABLE>
______________________________
/20/ See note 3 above.
9
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
-------------------- ------------------ -------
<S> <C> <C>
IX. OPERATOR SERVICES/DIRECTORY ASSISTANCE
Direct Access $.0344/Query $32,964.80/Link/21/
Service Establishment Not Applicable $15,390.10/Customer/22/
Directory Assistance $.3110/Call Not Applicable
Directory Transport/23/
Tandem Switching $.001520/Call Not Applicable
Tandem Switched Transport $.00021l/Call & Not Applicable
$.000001/Mile/Call
Operator Services - Live $.012062/Operator Not Applicable
Work Second
Operator Services - Automated /24/ $.000215/Automated Not Applicable
Word Second
Branding for Directory Assistance Not Applicable $18,417.30/ Message
and/or Operator Services/25/
Carrier-to-Carrier LSV/VCI $.012062/Operator Not Applicable
Requests Work Second
X. ACCESS TO OPERATION SUPPORT SYSTEMS
A. PRE-ORDERING $.26/Query Not Applicable
B. ORDERING $4.22/Transaction Not Applicable
C. PROVISIONING Included in Ordering Not Applicable
D. MAINTENANCE & REPAIR
1. ECG ACCESS $.26/Query Not Applicable
2. EB/OSI ACCESS $1.18/Trouble Ticket Not Applicable
</TABLE>
_____________________________
/21/ See note 3 above.
/22/ See note 3 above.
/23/ See note 3 above.
/24/ See note 3 above.
/25/ See note 3 above.
10
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
-------------------- ------------------ -------
<S> <C> <C>
X. ACCESS TO OPERATION SUPPORT SYSTEMS (CONTINUED)
E. BILLING
1. CD-ROM $249.57/CD-ROM Not Applicable
2. DAILY USAGE FILE
a. EXISTING MESSAGE
RECORDING $.000262/Message Not Applicable
b. DELIVERY OF DUF
Data Tape $17.40/Tape $62.14/Programming
Hour
Network Data Mover $.000101/Message Not Applicable
CMDS $.000101/Message $62.14/Programming
Hour
c. DUF TRANSPORT
9.6 kb Communications Port $10.37/Month $7,660.42/Port
56 kb Communications Port $28.63/Month $31,727.40/Port
256 kb Communications Port $28.63/Month $52,773.67/Port
TI Communications Port $363.65/Month $188,311.65/Port
Line Installation Not Applicable $62.14/Programming
Hour
Port Set-up Not Applicable $9.98/Port
Network Control Not Applicable $62.14/Programming
Coding Hour
XI. EXCHANGE ACCESS SERVICE
Interstate Per BA-FCC Tariff NO. 1
Intrastate Per BA- NJ Tariff B.P.U.-N.J.-NO. 2, Access Service
XII. NUMBER PORTABILITY
Interim (using RCF) $1.00/Number/Mo. Not Applicable
Permanent Per permanent funding mechanism when established.
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
-------------------- ------------------ -------
<S> <C> <C>
XIII. 911/E911
Transport Per section II above.
Data Entry and Maintenance No Charge
XIV. POLES CONDUITS & ROW Per contract rates pursuant to 47 U.S.C. sec.
224
Illustrative:
Duct: $5.00/Foot/Year
Pole: $4.52/Attachment/Year
XV. NETWORK INTERFACE DEVICE (NID) $.68/Month Not Applicable
XVI. ACCESS TO TELEPHONE NUMBERS (NXX No Charge
(NXX CODES ISSUED PER ICCF CODE
ADMINISTRATION GUIDELINES)
XVII. LOCAL DIALING PARITY No Charge
XVIII. CUSTOMIZED ROUTING
To Reseller Platform $.31086/Line/Month $4.83/Line
To BA Platform for Re-Branding .077715/Call/26/ $4.83/Line
Customized Routing Transport Per section II above.
</TABLE>
______________________________
/26/ See note 3 above.
12
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
-------------------- ------------------ -------
<S> <C> <C>
XIX. WHOLESALE DISCOUNT FOR RESALE OF RETAIL TELECOMMUNICATIONS SERVICES/27/
Resale of ratail services if Focal 20.03%
provides own operator services
platform
Resale of retail services if Focal 17.04%
uses Bell Atlantic operator services
platform
</TABLE>
______________________________
/27/ Excludes telecommunications services designed primarily for wholesale, such
as switched and special exchange access service, and, subject to Section 12 of
the Agreement the following additional arrangements that are not subject to
resale: limited duration (90 days or less) promotional offerings, public coin
telephone service, and technical and market trials. Taxes shall be collected and
remitted by the reseller and BA in accordance with legal requirements and as
agreed between the Parties. Surcharges (e.g., 911, telecommunications relay
service, universal service fund) shall be collected by the reseller and either
remitted to the recipient agency or NECA, or passed through to BA for remittance
to the recipient agency or NECA, as appropriate and agreed between the Parties.
End user common line charges shall be collected by the reseller and remitted to
BA.
Pending establishment of mechanized billing procedures adapted to resale,
BA will apply the wholesale discount for resale as a "bottom-of-the-bill"
discount rate and will utilize a "true-up" process to correct possible
inadvertent application of the wholesale discount to the exclusions identified
herein and to reflect other adjustments as the Parties agree.
13
<PAGE>
<TABLE>
<CAPTION>
B. FOCAL SERVICES, FACILITIES, AND ARRANGEMENTS:
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
-------------------- ------------------ -------
<S> <C> <C>
I. LOCAL CALL TERMINATION/28/
Traffic Delivered at End Office $.001846/MOU Not Applicable
Traffic Delivered at Tandem or Local
Serving Wire Center $.003738/MOU Not Applicable
II. NUMBER PORTABILITY
Interim (using RCF) $100/Number/Mo. Not Applicable
Permanent Per permanent funding mechanism when
established.
III. EXCHANGE ACCESS SERVICE
Interstate Per Focal FCC exchange access tariff.
Intrastate Per Focal NJ tariff exchange access tariff.
IV. ALL OTHER FOCAL SERVICES AVAILABLE Available at Focal's tariffed or otherwise
TO BA FOR PURPOSES OF EFFECTUATING generally available rates, not to exceed BA
LOCAL EXCHANGE COMPETITION rates for equivalent services available to Focal.
</TABLE>
______________________________
/28/ See note 28 regarding measurement and calculation of local traffic
termination charges.
14
<PAGE>
28 LOCAL TRAFFIC TERMINATION RATES
A. Charges by BA
-------------
(a) Traffic delivered to BA Local Serving Wire Center ("LSWC") or BA Access
Tandem: $.003738 per mou.
(b) Traffic delivered directly to terminating BA End Office: $.001846 per
mou.
B. Charges by Focal
----------------
1. Single-tiered interconnection structure:
Focal's rates for the termination of BA's Local Traffic under the single-
tiered interconnection structure shall be recalculated once each year on
each anniversary of the Effective Date (the "Rate Determination Date". The
methodology for recalculating the rates is as follows:
LSWC/Access Tandem Minutes = Total minutes of use of Local Traffic
delivered by Focal to the BA LSWC or BA Access Tandem for most recent
billed quarter.
End Office Minutes = Total minutes of use Local Traffic delivered by Focal
directly to the terminating BA End Office for most recent billed quarter.
Total Minutes = Total minutes of use of Local Traffic delivered by Focal to
BA for most recent billed quarter.
Focal Charge at the Focal-IP =
(LSWC/Access Tandem Minutes x $.003738) + (End Office Minutes x $.001846)
-------------------------------------------------------------------------
Total Minutes
For the first year after the Effective Date, the Focal charge shall be
calculated based on the traffic data of the quarter immediately preceding
such Effective Date, or if no such traffic exists, on the proportion of
local call termination trunks to BA End Offices and to BA LSWC/Access
Tandems.
2. Multiple-tiered interconnection structure (if offered by Focal to any
carrier)
(a) Local Traffic delivered to Focal LSWC or Focal Access Tandem: $.003738
(b) Local Traffic delivered to terminating Focal End Office/node: $.001846
C. Miscellaneous Notes
-------------------
1. In the event a Party desires to deliver Local Traffic to a LSWC (i) that is
not located within 25 miles of the Tandem Office that it subtends, or (ii)
where the Tandem Office that it subtends; is not located within 25 miles of
the Tandem Office that is subtended by the terminating End Office, or (iii)
that is not located within 25 miles of the Tandem Office that is subtended
by the terminating End Office, then such Party shall (x) in addition to
paying the LSWC/Access Tandem termination rate described above, purchase the
necessary facilities from the terminating Party to transport such Traffic to
an Access Tandem that is not subject to any of conditions (i), (ii), or
(iii) above, (y) purchase such other service(s) as the terminating Party may
offer under applicable tariff to remedy such condition(s), or (z) enter into
a new compensation arrangement as the Parties may agree. Notwithstanding the
foregoing, nothing in this Agreement shall obligate BA to provide switching
services at a LSWC when it functions as such.
2. The Focal termination rate under the single-tiered interconnection structure
set forth above is intended to be a Local Traffic termination rate for
Interconnection to the Focal-IP within each LATA that is reciprocal and
equal to the actual rates that will be charged by BA to Focal under the two-
tiered Local Traffic termination rate structure described above that will
apply after the first anniversary of the Effective Date. The single Focal
termination rate is also intended to provide financial incentives to Focal
to deliver traffic directly to BA's terminating End Offices once Focal's
traffic volumes reach an appropriate threshold.
15
<PAGE>
EXHIBIT B
NETWORK ELEMENT BONA FIDE REQUEST
1. Each Party shall promptly consider and analyze access to a new unbundled
Network Element with the submission of a Network Element Bona Fide Request
hereunder. The Network Element Bona Fide Request process set forth herein does
not apply to those services requested pursuant to Report & Order and Notice of
Proposed Rulemaking 91-141 (rel. October 19, 1992), Paragraph 259 and Footnote
603 or subsequent orders.
2. A Network Element Bona Fide Request shall be submitted in writing and shall
include a technical description of each requested Network Element, the
telecommunications service(s) to be provided by the requesting Party using the
requested Network Element(s), the means of Interconnection, the number or volume
requested, the locations, and the date(s) such Network Elements are desired.
The requesting Party shall either make a binding commitment to order the Network
Elements requested in the quantity and within the time frame requested or to pay
the requested Party the costs of processing the Requests.
3. The requesting Party may cancel a Network Element Bona Fide Request at any
time, but shall pay the other Party's reasonable and demonstrable costs of
processing and/or implementing the Network Element Bona Fide Request up to the
date of cancellation.
4. Within ten (10) business days of its receipt, the receiving Party shall
acknowledge receipt of the Network Element Bona Fide Request.
5. Except under extraordinary circumstances, within thirty (30) days of its
receipt of a Network Element Bona Fide Request, the receiving Party shall
provide to the requesting Party a preliminary analysis of such Network Element
Bona Fide Request. The preliminary analysis shall confirm that the receiving
Party will offer access to the Network Element or will provide a detailed
explanation that access to the Network Element is not technically feasible
and/or that the request does not qualify as a Network Element that is required
to be provided under the Act.
6. If the receiving Party determines that the Network Element Bona Fide
Request is technically feasible and otherwise qualifies under the Act, it shall
promptly proceed with developing the requested Network Element upon receipt of
written authorization from the requesting Party. When it receives such
authorization, the receiving Party shall promptly develop the requested
services, determine their availability, calculate the applicable prices and
establish installation intervals.
7. Unless the Parties otherwise agree, the requested Network Element must be
priced in accordance with Section 252(d)(1) of the Act.
<PAGE>
8. As soon as feasible, but not more than ninety (90) days after its receipt
of authorization to proceed with developing the requested Network Element, the
receiving Party shall provide to the requesting Party a Network Element Bona
Fide Request quote which will include, at a minimum, a description of each
Network Element, the availability, the applicable rates and the installation
intervals.
9. Within thirty (30) days of its receipt of the Network Element Bona Fide
Request quote, the requesting Party must either confirm its order for the
requested Network Element pursuant to the Network Element Bona Fide Request
quote or seek arbitration by the Board pursuant to Section 252 of the Act.
10. If a Party to a Network Element Bona Fide Request believes that the other
Party is not requesting, negotiating or processing the Network Element Bona Fide
Request in good faith, or disputes a determination, or price or cost quote, or
is failing to act in accordance with section 251 of the Act, such Party may seek
mediation or arbitration by the Board pursuant to Section 252 of the Act.
2
<PAGE>
EXHIBIT C
DIRECTORY ASSISTANCE AND CALL COMPLETION
SERVICES AGREEMENT
THIS AGREEMENT is made, effective this ___ day of ___, 1998, by and
between BELL ATLANTIC NETWORK SERVICES, INC. (hereinafter referred to as "Bell
Atlantic"), a Delaware corporation with offices at 13100 Columbia Pike, Silver
Spring, MD 20904, and, __________________________________(hereinafter referred
to as "Carrier" ), a ____________________corporation with offices at __________
________________________.
1. SCOPE AND TERM OF AGREEMENT
---------------------------
1.1 SCOPE This Agreement sets forth the terms and conditions which shall
govern the use of and payment for Directory Assistance (DA) Service and
IntraLATA Call Completion Service (hereinafter collectively referred to as
"Services") to be provided by Bell Atlantic, or its affiliated companies, to
Carrier. Carrier shall subscribe to and pay for Services for Carrier's local
exchange customers in the _________________ LATAs.
1.2 TERM The initial term of this Agreement shall commence as of 12:01 a.m. on
the date first written above and shall expire upon the conclusion of the
subscription period selected by Carrier in Appendix A. At the end of this
initial term, this Agreement, including Carrier's subscription to Services,
shall automatically renew for the same length of time as the initial
subscription period unless either party provides written notice to the other of
its intent to terminate at least three (3) months prior to the expiration of the
current term.
2. DESCRIPTION OF SERVICES
-----------------------
2.1 DIRECTORY ASSISTANCE (DA) SERVICE
2.1.1 Directory Assistance Service shall consist of 1) directory transport
by Bell Atlantic from the point of Bell Atlantic's interconnection with
Carrier's trunks to Bell Atlantic's designated DA locations, and 2) the
provision of telephone number listings by Bell Atlantic Carrier Call
Representatives (CCRs) in response to calls from Carrier's local exchange
customers located in the LATAs designated in Section 1.1, at the rates specified
in Appendix A.
b. A maximum of two requests for telephone numbers will be accepted per
DA call. A "DA call" as used in this Agreement shall mean a call answered by or
forwarded to Bell Atlantic, regardless of whether a telephone number is
requested, provided or available. The listings that will be available to
Carrier's customers are those telephone numbers that are listed in Bell
Atlantic's DA records for the LATAs or NPAs designated in Section 1.1.
<PAGE>
2.2 CONNECT REQUEST(SM) SERVICE
a) Connect ReQuest(SM) Service is an optional DA call completion service.
It provides Directory Assistance end users the option of placing a call to x
requested DA listing without having to hang up and redial. If a caller requests
two numbers on a DA call, only the second number will be completed using Connect
ReQuest.
b) Connect ReQuest(SM) requires that the Carrier meet switching, facility,
and other technical standards as required by Bell Atlantic to provide this
Service. Bell Atlantic will deliver all Connect ReQuest(SM) calls back to the
Carrier for completion.
2.3 INTRALATA CALL COMPLETION SERVICE
a) IntraLATA Call Completion Service consists of the live and automated
call completion services specified in Appendix B, including the completion of
collect, card and bill-to-third party calls; busy line verification; customer
requested interrupt; and other assistance to callers. IntraLATA Call Completion
Service includes the support of the Bell Atlantic carrier call centers and call
completion facilities used to provide such services to Carrier.
b) Bell Atlantic will provide Carrier with unrated records for the call
completion services provided by Bell Atlantic on behalf of Carrier. The rating,
billing, and settlement of end-user charges for the calls are the responsibility
of Carrier.
2.4 BRANDING Branding is a service option that permits the Carrier to deliver a
customized front end announcement to its callers, identifying the Carrier as the
customer service provider. Branding is available for DA as well as Call
Completion Services. Carrier shall provide the information required by Bell
Atlantic to create this announcement. Branding also requires that the Carrier
maintain dedicated trunking arrangements to the designated Bell Atlantic DA or
operator switch location.
2.5 CARRIER SUBSCRIPTION SELECTION FORM The specific Services to which Carrier
shall subscribe and the applicable service subscription periods are contained in
Appendix A ("Carrier Subscription Selection Form").
3. COMMENCEMENT AND IMPLEMENTATION OF SERVICE
------------------------------------------
3.1 TECHNICAL QUESTIONNAIRE Each party shall make good-faith efforts to carry
out its respective responsibilities in meeting a jointly established schedule
for implementation. All records and other required information specified in
Appendix C will be furnished by Carrier at least sixty (60) days prior to the
commencement of Services (i.e., the cutover date described in Section 3.2.)
Notices of any changes, additions, or deletions to such records and information
shall be provided promptly in writing by Carrier to Bell Atlantic.
2
<PAGE>
3.2 CUTOVER The cutover date for a selected Services shall be the date on which
such Service shall be available to all of Carrier's local exchange customers in
the LATAs designated in Section 1.1. The subscription term set forth in Appendix
A for such Services shall commence on the cutover date.
3.3 SERVICE REVIEW MEETINGS. Bell Atlantic will meet and confer with Carrier
during the term of this Agreement to review and discuss the Services provided
under this Agreement. The times for meetings will be established by mutual
agreement of the parties.
4. EQUIPMENT AND FACILITIES
------------------------
4.1 BELL ATLANTIC will establish and maintain such access equipment and related
facilities for its Carrier Call Centers as may be necessary to perform the
Services specified in Appendix A, provided that Carrier furnishes Bell Atlantic
the information specified in Appendix C and any changes in such information in a
timely and accurate manner. Any additional Services that Carrier seeks during
the term of this Agreement will be subject to mutual agreement and the
availability of facilities and equipment.
4.2 CARRIER will provide and maintain such equipment within its premises as is
necessary to permit the Bell Atlantic to perform the agreed upon Services in
accordance with Bell Atlantic standard equipment operation and traffic operation
procedures.
4.3 CARRIER TRANSPORT AND SWITCHED ACCESS CONNECTION
a) Carrier shall, at its expense, arrange for and establish the trunking
and other transport, interface, and signaling arrangements required for Bell
Atlantic to provide Services to Carrier. Separate dedicated trunks for each NPA
or LATA may be required. Any trunks or other transport and access that Carrier
obtains from Bell Atlantic to deliver Carrier's calls to Bell Atlantic shall be
provided pursuant to the applicable tariffs, and not under this Agreement. Bell
Atlantic agrees to coordinate the scheduling of Services to be provided under
this Agreement with the scheduling of any trunking or related services
provisioned by Bell Atlantic under the tariffs.
b) Carrier shall specify the number of trunks required for Services. For
Directory Assistance Service, Carrier must provide Feature Group D (FGD) trunks
directly to the location designated by Bell Atlantic. For IntraLATA Call
Completion Service, Carrier must provide trunks with operator services signaling
directly to the location designated by Bell Atlantic. Bell Atlantic shall
provide Carrier at least three (3) months advance notice in the event of any
change in designated locations.
5. PAYMENT FOR SERVICES
--------------------
5.1 RATES Carrier agrees to pay for Services at the rates contained in Appendix
A.
3
<PAGE>
5.2 SETTLEMENTS Carrier shall render payment to Bell Atlantic net thirty (30)
calendar days from the date of delivery of the Service or from the date of
billing for the Service, whichever occurs later. Carrier shall pay interest on
any amount overdue at the rate of fifteen (15) percent per annum.
5.3 TAXES The rates specified in this Agreement and Appendices are exclusive of
all taxes, duties or similar charges imposed by law. Carrier shall be liable for
and shall reimburse Bell Atlantic for any sales, use, excise or other taxes
applicable to the services performed under this Agreement.
5.4 LIQUIDATED DAMAGES In the event that Carrier discontinues using Bell
Atlantic's Services in whole or in part, or terminates this agreement prior to
the expiration of the subscription term, the parties agree that Bell Atlantic
will incur expenses and damages that will be difficult to calculate. Therefore,
the parties agree that in the event of such discontinuance or termination,
Carrier shall pay an amount equal to the charges billed for the month in which
the highest usage of Services occurred, multiplied by the number of months
remaining in the then current term, or b) the sum of $100,000, whichever is
greater. If Carrier causes this Agreement to terminate before the commencement
of any Service selected in Appendix A, Carrier shall pay for all costs already
incurred by Bell Atlantic in establishing and preparing for the commencement of
such Service or the sum of $100,000, whichever is greater.
5.5 CARRIER'S CUSTOMERS Carrier shall be responsible for all contacts and
arrangements with its customers concerning the provision and maintenance, and
the billing and collection, of charges for Services furnished to Carrier's
customers.
6. LIMITATION OF LIABILITY
-----------------------
6.1 DIRECT DAMAGES In the event that Bell Atlantic, through negligence or
willful misconduct, fails to provide the Services selected and contracted for
under this Agreement, Bell Atlantic shall be liable to Carrier for Carrier's
direct damages resulting from such failure, up to an amount not to exceed the
payment of charges under this Agreement for the Services affected.
6.2 OTHER REMEDIES THE EXTENT OF BELL ATLANTIC'S LIABILITY ARISING UNDER THIS
AGREEMENT SHALL BE LIMITED AS DESCRIBED IN PARAGRAPH 6.1 ABOVE. IN NO EVENT
SHALL BELL ATLANTIC BE LIABLE FOR ANY OTHER LOSS, COST, CLAIM, INJURY,
LIABILITY, OR EXPENSE RELATED TO OR ARISING OUT OF THIS AGREEMENT OR THE
SERVICES PROVIDED HEREUNDER INCLUDING, BUT NOT LIMITED TO, ANY INCIDENTAL,
SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS
OF REVENUE OR PROFIT, WHETHER RECOVERY IS SOUGHT IN TORT, CONTRACT, OR
OTHERWISE, EVEN IF BEN ATLANTIC HAD NOTICE OF SUCH DAMAGES.
7. DEFAULTS AND TERMINATION
------------------------
7.1 DEFAULTS OR VIOLATIONS If Carrier defaults in the payment of any amount
due hereunder, or if Bell Atlantic fails to provide Services as agreed
hereunder, and such default or failure shall continue
4
<PAGE>
for thirty (30) days after written notice thereof, the other company may
terminate this agreement with seven (7) days written notice.
8. CONFIDENTIAL INFORMATION
------------------------
8.1 CONFIDENTIALITY The parties agree that all confidential and proprietary
information that is marked as specified in Section 8.2 and that is disclosed by
either party to the other party for the purposes of this Agreement, including
rates and terms, shall be treated as confidential unless a) such information was
previously or becomes known to the receiving party free of any obligation to
keep it confidential, b) has been or is subsequently made public by the
disclosing party, or c) is required to be disclosed by law. The receiving party
shall not, except in the performance of the Services under this Agreement or
with the express prior written consent of the other party, disclose or permit
access to any confidential information to any other parties. The parties agree
to advise their respective employees, agents and representatives to take such
action as may be advisable to preserve and protect the confidentiality of such
information.
8.2 MARKING OF CONFIDENTIAL INFORMATION All information the disclosing party
considers proprietary or confidential, if in writing or other tangible form,
shall be conspicuously labeled or marked as "Proprietary" or "Confidential" and,
if oral, shall be identified as proprietary at the time of disclosure and
promptly confirmed in writing. Either party shall have the right to correct any
inadvertent failure to designate information as proprietary by written
notification within ten (10) days following disclosure.
9. RELATIONSHIP OF THE PARTIES
---------------------------
9.1 INDEPENDENT CONTRACTORS Bell Atlantic and Carrier shall be independent
contractors under this Agreement and all services under this Agreement shall be
performed by Bell Atlantic as an independent contractor and not as an agent of
Carrier.
9.2 RESPONSIBILITY FOR EMPLOYEES AND AGENTS All persons furnished by Bell
Atlantic shall be considered solely Bell Atlantic's employees or agents, and
Bell Atlantic shall be responsible for compliance with all laws, rules, and
regulations relating to such persons including, but not limited to, hours of
labor, working conditions, workers' compensation, payment of wages, benefits,
unemployment, social security and other payroll taxes. Each party's employees
and agents, while on premises of the other, shall comply with all rules and
regulations, including any applicable security procedures and safeguarding of
confidential data.
10. GENERAL CONDITIONS
------------------
10.1 ASSIGNMENT Neither party may assign or delegate its rights and obligations
under this Agreement without the prior written consent of the other party except
that Bell Atlantic may assign this Agreement to an affiliate or subsidiary
without such consent.
5
<PAGE>
10.2 CHOICE OF LAW The validity, construction and performance of this Agreement
shall be governed by the laws of ________________.
10.3 COMPLIANCE WITH LAWS Each party shall comply with all applicable federal,
state, county and local laws, ordinances, regulation, rules and codes in the
performance of this Agreement. Neither party shall be liable to the other for
termination of this Agreement or any services to be provided hereunder
necessitated by compliance with any law, rule, regulation or court order of a
duly authorized governmental body.
10.4 CONTINGENCY Neither party shall be held responsible or liable to the other
for any delay or failure in performance caused by fires, strikes, embargoes,
requirements imposed by Government regulation, civil or military authorities,
act of God or by the public enemy, or other causes beyond the control of Carrier
or Bell Atlantic. If such a contingency occurs, the party injured by the other's
inability to perform may: a) terminate the affected services or part thereof not
already rendered; or b) suspend the affected services or part thereof for the
duration of the delaying cause and resume performance once the delaying causes
cease.
10.5 LICENSES No licenses, expressed or implied, under any patents, copyrights,
trademarks or other intellectual property rights are granted by Bell Atlantic to
Carrier under this Agreement.
10.6 NOTICES Except as otherwise specified in this Agreement, any notice
required or permitted under this Agreement shall be in writing and shall be
given to the other party at the address designated below by hand delivery,
registered return-receipt requested mail, confirmed facsimile, or nationally
recognized courier service:
For Bell Atlantic: Bell Atlantic Network Services, Inc.
13100 Columbia Pike, D39
Silver Spring, MD 20904
Attn: ____________, Product Manager
For Carrier:
The above addresses may be changed by giving thirty (30) calendar days prior
written notice as prescribed above. Notice shall be deemed to have been given or
made on the date of delivery if received by hand, facsimile or express courier,
and three days after delivery to the U.S. Postal Service, if mailed.
10.7 PUBLICITY Bell Atlantic and Carrier agree to submit to each other prior to
publication all advertising, sales promotions, press releases and other
publicity matters containing or mentioning a) the services performed by Bell
Atlantic under this Agreement, b) either party's name or marks, or c) language
from which either party's names or marks may be inferred or implied. Bell
Atlantic and Carrier further agree not to publish or use any such advertising,
sales promotion, press releases, or publicity matters unless it obtains the
other party's prior written consent.
6
<PAGE>
10.8 SEVERABILITY If any provision of this Agreement or the application of any
provision shall be held by a tribunal of competent jurisdiction to be contrary
to law or unenforceable, the remaining provisions of this Agreement shall
continue in full force and effect.
10.9 SURVIVAL All obligations hereunder, incurred by either Bell Atlantic or
Carrier prior to the cancellation, termination or expiration of this Agreement
shall survive such cancellation, termination or expiration.
10.10 CAPTIONS AND SECTION HEADINGS The captions and section headings in this
Agreement are for convenience only and do not affect the meaning or
interpretation of this Agreement.
10.11 DUPLICATE ORIGINALS This Agreement may be executed separately by the
parties in one or more counterparts. Each duplicate executed shall be deemed an
original, and all together shall constitute one and the same document.
10.12 NONDISCLOSURE OF AGREEMENT Each party agrees not to disclose the terms and
conditions of this Agreement to any third party, except that it shall not be
deemed a breach of this provision for the parties to disclose the terms and
conditions of this Agreement to their respective subsidiaries and affiliated
companies or to any duly constituted governmental body which requires
disclosure.
10.13 ENTIRE AGREEMENT The terms and conditions of this Agreement, including
Appendices A, B, and C attached to this Agreement, constitute the entire
Agreement between Bell Atlantic and Carrier relating to the subject matter of
this Agreement, and supersede any and all prior or contemporaneous
understandings, promises or representations, whether written or oral, between
the parties relating to the subject matter of this Agreement. Any waiver,
modification or amendment of any provision of this Agreement, or of any right or
remedy hereunder, shall not be effective unless made in writing and signed by
both parties.
7
<PAGE>
IN WITNESS WHEREOF, the parties agree that the effective date of this Agreement
is the date first written above, and each party warrants that it has caused this
Agreement to be signed and delivered by its duly authorized representative.
BELL ATLANTIC FOCAL COMMUNICATIONS
NETWORK SERVICES, INC. CORPORATION OF NEW JERSEY, INC.
Name:_________________________ Name:_____________________________
Title:________________________ Title:____________________________
Signature:____________________ Signature:________________________
Date:_________________________ Date:_____________________________
8
<PAGE>
APPENDIX A
CARRIER SUBSCRIPTION SELECTION FORM
-----------------------------------
<TABLE>
<CAPTION>
CONTRACT DA SERVICE SUBSCRIPTION RATE
SELECTED PERIOD PER CALL
- ----------------------------------------------------------------------------
<S> <C> <C>
Directory Assistance - Standard Year(s)
- ----------------------------------------------------------------------------
Directory Assistance - Standard with
Front End Branding* Year(s)
- ----------------------------------------------------------------------------
Directory Assistance - Live Response Year(s)
- ----------------------------------------------------------------------------
Directory Assistance - Live Response
with Front End Branding* Year(s)
- ----------------------------------------------------------------------------
Directory Assistance Call Completion Year(s)
- ----------------------------------------------------------------------------
IntraLATA Call Completion Year(s) See rates below
- ----------------------------------------------------------------------------
Branded IntraLATA Call Completion* Year(s) See rates below
- ----------------------------------------------------------------------------
* Plus nonrecurring Branding Fee of $______________.
</TABLE>
For informational purposes, the following are the charges for Directory
Transport to be provided under the applicable tariffs. (Call miles are measured
from the BA Wire Center serving Carrier's premises to the DA location):
<TABLE>
<CAPTION>
Call Miles Rate Per Call
- --------------------------------- -------------
<S> <C>
0 to 1 mile........ $0.0014
greater than 1 to 4 miles..... 0.0015
greater than 4 to 8 miles..... 0.0016
greater than 8 to 16 miles.... 0.0018
greater than 16 to 25 miles.... 0.0018
greater than 25 to 50 miles.... 0.0019
greater than 50 to 200 miles... 0.0020
</TABLE>
<TABLE>
<CAPTION>
CALL COMPLETION RATES
- ---------------------------------------------------------------------------
TOTAL ANNUAL CALL AUTO AUTO COLLECT/ LIVE CCR HANDLED
VOLUME (ALL CALLS) PER CALL THIRD (PER CALL) PER CCR WORK SECOND
- ---------------------------------------------------------------------------
<C> <S> <C> <C>
0 - 20,000
- ---------------------------------------------------------------------------
20,001 - 100,000
- ---------------------------------------------------------------------------
100,001 +
- ---------------------------------------------------------------------------
</TABLE>
NOTES: 1) TRUNKING AND SWITCHED ACCESS COSTS ARE NOT INCLUDED IN THE ABOVE
- ----- DA AND CALL COMPLETION RATES.
2) RATES FOR AUTOMATED INTRALATA CALL COMPLETION CALLS ARE BASED ON
CALL ATTEMPTS.
- ----------------------------------- -------------------------------
SIGNATURE (BELL ATLANTIC) SIGNATURE(CARRIER)
<PAGE>
APPENDIX B
INTRALATA CALL COMPLETION SERVICES
----------------------------------
A. Calling Card
------------
Bell Atlantic Carrier Call Representative keys the calling card number and
call details into the system, secures validation, and releases the call
into the network.
B. Collect
-------
Bell Atlantic Carrier Call Representative obtains the calling party s name,
keys the call details if necessary, announces the call to the called party,
waits for acceptance, and releases the call into the network.
C. Billed To A Third Party
-----------------------
Bell Atlantic Carrier Call Representative requests the calling party's
name, keys the call details if necessary, calls the third party to verify
acceptance of billing, and releases the call once acceptance is given.
D. Assistance - Other
------------------
Bell Atlantic Carrier Call Representative will dial a called number for the
customer for any of the following reasons:
1. Customer encounters trouble such as wrong number, poor transmission or
cutoff, and requests a credit or reconnection.
2. Customer desires time and charges at the end of conversation.
3. Customer requires dialing assistance due to a disability.
4. Customer is unwilling to dial call.
E. Person-to-Person
----------------
Bell Atlantic Carrier Call Representative requests the person or department
the calling party has specified, ensures appropriate party has been reached
(person or department), and releases call.
F. Busy-Line Verification
----------------------
Bell Atlantic Carrier Call Representative determines if the number
specified by the customer is in use, idle, or out of order.
G. Customer-Requested Interrupt
----------------------------
At the customer's request, Bell Atlantic Carrier Call Representative will
interrupt conversation in progress on a line that has been verified in use.
<PAGE>
APPENDIX B (CONT'D)
H. Assistance (0-)
---------------
Bell Atlantic Carrier Call Representative will provide customer dialing
instructions, assistance with emergency calls, area code information, and
business office or repair service.
I. Validation Services
-------------------
Bell Atlantic will launch a query for the validation of all calling card
calls, collect calls, billed-to-third number calls and public telephone
checks to a Line Information Data Base (LIDB). The query costs for query of
the Bell Atlantic LIDB are included in Bell Atlantic Carrier Call
Representative (CCR) Work Second or Automated call rate specified in
Appendix A. Bell Atlantic will also launch queries as stated for
validations to other companies' LIDBs.
<PAGE>
APPENDIX C
EXCHANGE OF INFORMATION
-----------------------
Technical information will be furnished via the use of a Technical Questionnaire
to be provided by Bell Atlantic. Such information will include, but not be
limited to, the following:
1 . Central Office Exchange Names
2. Usage Forecasts
3. Local Central Office Characteristics
4. Trunking Arrangements and Trunk Group Types
5. Emergency Reporting System and Procedures
6. Business Office Information
7. Repair Service Information
8. Name and Address Request Information
9. Tariffs and Rate Information
10. Customer Dialing Capabilities
11. Access to EMI Records
<PAGE>
INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252
OF THE TELECOMMUNICATIONS ACT OF 1996
DATED AS OF APRIL 27, 1998
BY AND BETWEEN
BELL ATLANTIC-DELAWARE, INC.
AND
FOCAL COMMUNICATIONS CORPORATION OF PENNSYLVANIA
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
1.0 DEFINITIONS........................................................... 1
2.0 INTERPRETATION AND CONSTRUCTION....................................... 10
3.0 INTERCONNECTION ACTIVATION DATES AND IMPLEMENTATION
SCHEDULE.............................................................. 11
4.0 INTERCONNECTION PURSUANT TO SECTION 251(c)(2)......................... 12
4.1 Scope................................................................. 12
4.2 Physical Architecture................................................. 13
4.3 Initial Architecture.................................................. 14
4.4 Interconnection in Additional LATAs................................... 15
4.5 Interconnection Points for Different Types of Traffic................. 15
5.0 TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE
TRAFFIC PURSUANT TO SECTION 251(c)(2)................................. 15
5.1 Scope of Traffic...................................................... 15
5.2 Trunk Group Connections and Ordering.................................. 16
5.3 Additional Switching System Hierarchy and Trunking Requirements....... 16
5.4 Signaling............................................................. 16
5.5 Grades of Service..................................................... 16
5.6 Measurement and Billing............................................... 16
5.7 Reciprocal Compensation Arrangements - Section 251(b)(5).............. 17
6.0 TRANSMISSION AND ROUTING OF EXCHANGE ACCESS TRAFFIC PURSUANT TO
251(c)(2)............................................................. 18
6.1 Scope of Traffic...................................................... 18
6.2 Trunk Group Architecture and Traffic Routing.......................... 19
6.3 Meet-Point Billing Arrangements....................................... 19
6.4 800/888 Traffic....................................................... 21
7.0 TRANSPORT AND TERMINATION OF OTHER TYPES OF TRAFFIC................... 23
7.1 Information Services Traffic.......................................... 23
7.2 LSV/VCI Traffic....................................................... 24
7.3 Transit Service....................................................... 25
7.4 911/E911 Arrangements................................................. 25
7.5 Ancillary Traffic Generally........................................... 27
8.0 NUMBER RESOURCES, RATE CENTERS AND RATING POINTS...................... 27
</TABLE>
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9.0 NETWORK MAINTENANCE AND MANAGEMENT; OUTAGES........................... 28
9.3 Interference or Impairment............................................ 28
9.4 Repeated or Willful Noncompliance..................................... 28
9.5 Outage Repair Standard................................................ 29
9.6 Notice of Changes -- Section 251(c)(5)................................ 29
10.0 JOINT NETWORK RECONFIGURATION AND GROOMING PLAN; AND INSTALLATION,
MAINTENANCE, TESTING AND REPAIR....................................... 29
10.1 Joint Network Reconfiguration and Grooming Plan....................... 29
10.2 Installation, Maintenance, Testing and Repair......................... 30
10.3 Forecasting Requirements for Trunk Provisioning....................... 30
11.0 UNBUNDLED ACCESS -- SECTION 251(c)(3)................................. 30
11.1 Unbundled Local Loop ("ULL") Transmission Types....................... 31
11.2 Port Types............................................................ 32
11.3 Trunk Side Local Transport............................................ 32
11.4 Limitations on Unbundled Access....................................... 32
11.5 Availability of Other Network Elements on an Unbundled Basis.......... 33
11.6 Provisioning of Unbundled Local Loops................................. 34
11.7 Maintenance of Unbundled Local Loops.................................. 35
11.8 Rates and charges..................................................... 36
12.0 RESALE - SECTIONS 251(c)(4) and 251(b)(1)............................. 36
12.1 Availability of Retail Rates for Resale............................... 36
12.2 Availability of Wholesale Rates for Resale............................ 36
12.3 Availability of Support Services and Branding, for Resale............. 36
12.4 Additional Terms Governing Resale and Use of BA Services.............. 37
13.0 COLLOCATION -- SECTION 251(c)(6)...................................... 37
14.0 NUMBER PORTABILITY - SECTION 251(b)(2)................................ 39
14.1 Scope................................................................. 39
14.2 Procedures for Providing INP Through Remote Call Forwarding........... 39
14.3 Procedures for Providing INP Through Direct Inward Dial Trunks
(Flex-DID)............................................................ 40
14.4 Procedures for Providing LTNP Through Full NXX Code Migration......... 41
14.5 Receipt of Terminating Compensation on Traffic to INP'ed Numbers...... 41
14.6 Recovery of INTP Costs Pursuant to FCC Order and Rulemaking........... 42
15.0 DIALING PARITY - SECTION 251(b)(3).................................... 43
16.0 ACCESS TO RIGHTS-OF-WAY -- SECTION 251(b)(4).......................... 43
17.0 DATABASES AND SIGNALING............................................... 43
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18.0 COORDINATED SERVICE ARRANGEMENTS...................................... 44
18.1 Intercept and Referral Announcements.................................. 44
18.2 Coordinated Repair Calls.............................................. 45
18.3 Customer Authorization................................................ 45
19.0 DIRECTORY SERVICES ARRANGEMENTS....................................... 45
19.1 Directory Listings and Directory Distributions........................ 45
19.2 Yellow Page Maintenance............................................... 47
19.3 Service Information Pages............................................. 47
19.4 Directory Assistance (DA); Call Completion............................ 47
20.0 COORDINATION WITH TARIFF TERMS........................................ 48
21.0 INSURANCE............................................................. 48
22.0 TERM AND TERMINATION.................................................. 49
23.0 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.......................... 50
24.0 CANCELLATION CHARGES.................................................. 50
25.0 INDEMNIFICATION....................................................... 50
26.0 LIMITATION OF LIABILITY............................................... 51
27.0 PERFORMANCE STANDARDS FOR SPECIFIED ACTIVITIES........................ 52
27.1 Certain Definitions................................................... 52
27.2 Performance Standards................................................. 53
27.3 Limitations........................................................... 53
27.4 Service Quality Standards............................................. 53
27.5 Records............................................................... 54
28.0 COMPLIANCE WITH LAWS; REGULATORY APPROVAL............................. 54
29.0 MISCELLANEOUS......................................................... 55
29.1 Authorization......................................................... 55
29.2 Independent Contractor................................................ 55
29.4 Confidentiality....................................................... 56
29.3 Force Majeure......................................................... 56
29.5 Choice of Law......................................................... 57
29.6 Taxes................................................................. 57
29.7 Assignment............................................................ 59
29.8 Billing and Payment; Disputed Amounts................................. 60
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29.9 Dispute Resolution.................................................... 61
29.10 Notices............................................................... 61
29.11 Section 252(i) Obligations............................................ 62
29.12 Joint Work Product.................................................... 63
29.13 No Third Party Beneficiaries; Disclaimer of Agency.................... 63
29.14 No License............................................................ 63
29.15 Technology Upgrades................................................... 64
29.16 Survival.............................................................. 64
29.17 Entire Agreement...................................................... 64
29.18 Counterparts.......................................................... 64
29.19 Modification, Amendment, Supplement, or Waiver........................ 64
29.20 Successors and Assigns................................................ 64
29.21 Publicity............................................................. 64
</TABLE>
LIST OF SCHEDULES AND EXHIBITS
------------------------------
Schedules
- ---------
Schedule 1.0 Certain Terms As Defined in the Act, As of April 27, 1998
Schedule 3.0 Implementation Schedule
Schedule 4.0 Interconnection Points in LATA
Schedule 4.2 Physical Architecture Diagram
Schedule 4.3 Initial Architecture Diagram
Schedule 4.5 Interconnection Points for Different Types of Traffic
Schedule 6.3 Rate Elements Under Meet Point Billing
Schedule 12.3 Support Services for Resale
Schedule 27.0 Performance Interval Dates for Specified Activities
Schedule 27.1 Focal Service Quality Standards
Exhibits
- --------
Exhibit A Detailed Schedule of Itemized Charges
Exhibit B Network Element Bona Fide Request
Exhibit C Directory Assistance and Call Completion Services Agreement
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INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE
TELECOMMUNICATIONS ACT OF 1996
This Interconnection Agreement under Sections 251 and 252 of the
Telecommunications Act of 1996, is effective as of the 27th day of April, 1998
(the "Effective Date"), by and between Bell Atlantic-Delaware, Inc. ("BA"), a
Delaware corporation with offices at 901 Tatnall Street, 2nd Floor, Wilmington,
DE 19801, and Focal Communications Corporation of Pennsylvania ("Focal"), a
Delaware corporation with offices at 200 N. LaSalle Street, Suite 820, Chicago,
Illinois 60601.
WHEREAS, the Parties want to interconnect their networks at mutually agreed
upon points of interconnection to provide Telephone Exchange Services, Switched
Exchange Access Services, and other Telecommunications Services (all as defined
below) to their respective customers;
WHEREAS, the Parties are entering into this Agreement to set forth the
respective obligations of the Parties and the terms and conditions under which
the Parties will interconnect their networks and provide other services as
required by the Act (as defined below) and additional services as set forth
herein; and
WHEREAS, Sections 251, 252, and 271 of the Telecommunications Act of 1996
have specific requirements for interconnection, unbundling, and service resale,
commonly referred to as the "Checklist", and the Parties intend that this
Agreement meet those Checklist requirements.
NOW, THEREFORE, in consideration of the mutual provisions contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Focal and BA hereby agree as follows:
This Agreement sets forth the terms, conditions and pricing under which BA
and Focal (individually, a "Party" and collectively, the "Parties") will offer
and provide to each other network Interconnection, access to Network Elements,
ancillary services, and wholesale Telecommunications Services available for
resale within each LATA in which they both operate within Delaware. As such,
this Agreement is an integrated package that reflects a balancing of interests
critical to the Parties. It will be submitted to the Delaware Public Service
Commission and the Parties will specifically request that the Commission refrain
from taking any action to change, suspend or otherwise delay implementation of
the Agreement. So long as the Agreement remains in effect, neither Party shall
advocate before any legislative, regulatory, or other public forum that any term
of this Agreement be modified or eliminated, unless otherwise mutually agreed by
the Parties.
1.0 DEFINITIONS.
As used in this Agreement, the following terms shall have the meanings
specified below in this Section 1.0. For convenience of reference only, the
definitions of certain terms that are As Defined in the Act (as defined below)
are set forth on Schedule 1.0.
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1.1 "Act" means the Communications Act of 1934 (47 U.S.C. 151 et. seq.),
--- ----
as amended by the Telecommunications Act of 1996, and as from time to time
interpreted in the duly authorized rules and regulations of the FCC or the
Commission.
1.2 "ADSU or "Asymmetrical Digital Subscriber Line" means a transmission
technology which transmits an asymmetrical digital signal of up to 6 mbps to the
Customer and up to 640 kbps from the Customer.
1.3 [Reserved]
1.4 "Agreement means this Interconnection Agreement under Sections 251 and
252 of the Act and all Exhibits and Schedules appended hereto.
1.5 "Ancillary Traffic," means all traffic that is destined for ancillary
services, or that may have special billing requirements, including but not
limited to the following: LSV/VCI, Directory Assistance, 91l/E911, Operator
Services (call completion), 800/888 database query, LIDB, and information
services requiring special billing.
1.6 "As Defined in the Act" means as specifically defined by the Act and
as from time to time interpreted in the duly authorized rules and regulations of
the FCC or the Commission.
1.7 "As Described in the Act" means as described in or required by the Act
and as from time to time interpreted in the duly authorized rules and
regulations of the FCC or the Commission.
1.8 "Automatic Number Identification" or "ANI" means a Feature Group D
signaling parameter which refers to the number transmitted through a network
identifying the billing, number of the calling party.
1.9 "Calling Party Number" or "CPN" is a Common Channel Signaling ("CCS")
parameter which refers to the number transmitted through a network identifying
the calling party.
1.10 "Central Office Switch" means a switch used to provide
Telecommunications Services, including, but not limited to:
a. "End Office Switch" or "End Office" which is used to terminate
Customer station Loops for the purpose of interconnection to each other and to
trunks; and
b. "Tandem Switch" or "Tandem Office" which is a switching entity
that is used to connect and switch trunk circuits between and among End Office
Switches and between and among End Office Switches and carriers' aggregation
points, points of termination, or points of presence. An "Access Tandem Office"
or "Access Tandem" is a Tandem Office with billing and recording capabilities
that is used to provide Switched Exchange Access Services.
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A Central Office Switch may also be employed as a combination End
Office/Tandem Office Switch.
1.11 [Reserved]
1.12 "CLASS Features" means certain CCS-based features available to
Customers including, but not limited to: Automatic Call Back; Call Trace;
Caller Identification, and future offerings.
1.13 "Collocation" means an arrangement whereby one Party's (the
"Collocating Party") facilities are terminated in equipment necessary for
Interconnection or for access to Network Elements offered by the second Party on
an unbundled basis that has been installed and maintained at the premises of a
second Party (the "Housing Party"). For purposes of Collocation, the
"premises" of a Housing Party is limited to a Housing Party Wire Center, other
mutually agreed-upon locations of the Housing Party, or any other location for
which Collocation has been ordered by the FCC or Commission. Collocation may be
"physical" or "virtual". In "Physical Collocation," the Collocating Party
installs and maintains its own equipment in the Housing Party's premises. In
"Virtual Collocation," the Housing Party owns, installs, and maintains equipment
dedicated to use by the Collocating Party in the Housing Party's premises. BA
currently provides Collocation under terms, rates, and conditions as described
in tariffs on file or soon to be filed with the FCC and the Commission. Upon
request by either Party, BA and Focal will address the provision of additional
types of Collocation arrangements, including additional physical locations and
alternative utilization of space and facilities.
1.14 "Commission" means the Delaware Public Service Commission.
1.15 "Common Channel Signaling" or "CCS" means a method of transmitting
call set-up and network control data over a digital signaling network separate
from the public switched telephone network facilities that carry the actual
voice or data traffic of the call. "SS7" means the common channel out of band
signaling protocol developed by the Consultative Committee for International
Telephone and Telegraph ("CCITT") and the American National Standards Institute
("ANSI"). BA and Focal currently utilize this out-of-band signaling protocol.
"CCSAC" or "CCSAS" means the common channel signaling access connection or
service, respectively, which connects one Party's signaling point of
interconnection ("SPOI") to the other Party's STP for the exchange of SS7
messages.
1.16 "Competing Local Exchange Carrier" or "CLEC" means any Local Exchange
Carrier other than BA, operating as such in BA's certificated territory in
Delaware. Focal is or will shortly become a CLEC.
1.17 "Cross Connection" means a jumper cable or similar connection provided
pursuant to Collocation at the digital signal cross connect, Main Distribution
Frame or other suitable frame
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or panel between (i) the Collocating Party's equipment and (ii) the equipment or
facilities of the Housing Party.
1.18 "Customer" means a third-party residence or business subscriber to
Telecommunications Services provided by either of the Parties.
1.19 "Dialing Parity" is As Defined in the Act.
1.20 "Digital Signal Level" means one of several transmission rates in the
time-division multiplex hierarchy.
1.21 "Digital Signal Level 0" or "DSO" means the 64 Kbps zero-level signal
in the time-division multiplex hierarchy.
1.22 "Digital Signal Level I" or "DSI" means the 1.544 Mbps first-level
signal in the time-division multiplex hierarchy. In the time-division
multiplexing, hierarchy of the telephone network, DS I is the initial level of
multiplexing.
1.23 "Digital Signal Level 3" or "DS3" means the 44.736 Mbps third-level in
the time-division multiplex hierarchy. In the time-division multiplexing
hierarchy of the telephone network, DS3 is defined as the third level of
multiplexing.
1.24 "Exchange Access" is As Defined in the Act.
1.25 "Exchange Message Record" or "ENM" means the standard used for
exchange of telecommunications message information among Local Exchange Carriers
for billable, non-billable, sample, settlement, and study data. EMR format is
contained in BR-010-200-010 CRIS Exchange Message Record, a Bell Communications
Research, Inc. ("Bellcore") document that defines industry standards for
Exchange Message Records.
1.26 [Reserved]
1.27 "FCC" means the Federal Communications Commission.
1.28 "HDSL" or "High-Bit Rate Digital Subscriber Line" means a transmission
technology which transmits up to 784 kbps simultaneously in both directions on a
two-wire channel using a 2 Binary /1 Quartenary ("2B1Q") line code.
1.29 "Independent Telephone Company" or "ITC" means any entity other than
BA which, with respect to its operations within the State of Delaware, is an
"Incumbent Local Exchange Carrier" As Described in the Act.
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1.30 "Information Service Traffic" means Local Traffic or IntraLATA Toll
Traffic which originates on a Telephone Exchange Service line and which is
addressed to an information service provided over a Party's information services
platform.
1.31 "Integrated Digital Loop Carrier" means a subscriber loop carrier
system which integrates within the switch at a DS1 level that is twenty-four
(24) loop transmission paths combined into a 1.544 Mbps digital signal.
1.32 "Integrated Services Digital Network" or "ISDN" means a switched
network service providing end-to-end digital connectivity for the simultaneous
transmission of voice and data. Basic Rate Interface-ISDN ("BRI-ISDN") provides
for digital transmission of two 64 kbps bearer channels and one 16 kbps data and
signaling channel (2B+D). Primary Rate Interface-ISDN ("PRI-ISDN") provides for
digital transmission of twenty three (23) 64 kbps bearer channels and one 16
kbps data and signaling channel (23 B+D).
1.33 "Interconnection" is as Described in the Act, and means the connection
of separate pieces of equipment or transmission facilities within. between, or
among networks. The architecture of Interconnection may include, but is not
limited to, Collocation Arrangements, entrance facilities, and Mid-Span Meet
arrangements.
1.34 "Interexchange Carrier" or "IXC" means a carrier that provides,
directly or indirectly, interLATA or intraLATA Telephone Toll Services.
1.35 "Interim Number Portability" or "INP" means the use of existing and
available call routing, forwarding, and addressing capabilities (e.g. remote
call forwarding) to enable a Customer to receive Telephone Exchange Service
provided by any Local Exchange Carrier operating within the exchange area with
which the Customer's telephone number(s) is associated, without having to change
the telephone number presently assigned to the Customer and regardless of
whether the Customer's chosen Local Exchange Carrier is the carrier that
originally assigned the number to the Customer.
1.36 "InterLATA" is As Defined in the Act.
1.37 "IntraLATA Toll Traffic" means those intraLATA calls that are not
defined as Local Traffic in this Agreement.
1.38 "Line Side" means an End Office Switch connection that provides
transmission, switching and optional features suitable for Customer connection
to the public switched network, including loop start supervision, ground start
supervision, and signaling for basic rate ISDN service.
1.39 "Line Status Verification" or "LSV" means an operator request for a
status check on the line of a called party. The request is made by one Party's
operator to an operator of the other Party. The verification of the status
check is provided to the requesting operator.
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1.40 "Local Access and Transport Area" or "LATA" is As Defined in the Act.
1.41 "Local Exchange Carrier" or "LEC" is As Defined in the Act. The
Parties to this Agreement are or will shortly become Local Exchange Carriers.
1.42 "Local Serving Wire Center" means a Wire Center that (i) serves the
area in which the other Party's or a third party's Wire Center, aggregation
point, point of termination, or point of presence is located, or any Wire Center
in the LATA in which the other Party's Wire Center, aggregation point, point of
termination or point of presence is located in which the other Party has
established a Collocation Arrangement or is purchasing an entrance facility, and
(ii) has the necessary multiplexing capabilities for providing transport
services.
1.43 "Local Telephone Number Portability" or "LTNP" means "number
portability" As Defined in the Act.
1.44 "Local Traffic," means traffic that is originated by a Customer of one
Party on that Party's network and terminates to a Customer of the other Party on
that other Party's network, within a given local calling area, or expanded area
service ("EAS") area, as defined in BA's effective Customer tariffs. Local
Traffic does not include traffic originated or terminated by a commercial mobile
radio service carrier.
1.45 "Main Distribution Frame" or "MDF" means the primary point at which
outside plant facilities terminate within a Wire Center, for interconnection to
other telecommunications facilities within the Wire Center.
1.46 "MECAB" means the Multiple Exchange Carrier Access Billing (NMCAB)
document prepared by the Billing Committee of the Ordering and Billing Forum
("OBF"), which functions under the auspices of the Carrier Liaison Committee
("CLC") of the Alliance for Telecommunications Industry Solutions ("ATIS"). The
MECAB document, published by Bellcore as Special Report SR-BDS-000983), contains
the recommended guidelines for the billing of an Exchange Access service
provided by two or more LECs, or by one LEC in two or more states, within a
single LATA.
1.47 "MECOD" means the Multiple Exchange Carriers Ordering and Design
(MECOD) Guidelines for Access Services - Industry Support Interface, a document
developed by the Ordering/Provisioning Committee under the auspices of OBF. The
MECOD document, published by Bellcore as Special Report SR-STS-002643,
establishes methods for processing orders for Exchange Access service which is
to be provided by two or more LECs.
1.48 "Meet-Point Billing" or "MPB" means an arrangement whereby two or more
LECs jointly provide to a third party the transport element of a Switched
Exchange Access Service to one of the LECs' End Office Switches, with each LEC
receiving an appropriate share of the transport
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element revenues as defined by their effective Exchange Access tariffs. "Meet-
Point Billing Traffic" means traffic that is subject to an effective Meet-Point
Billing arrangement.
1.49 "Mid-Span Meet" means an Interconnection architecture whereby two
carriers' fiber transmission facilities meet at a mutually agreed-upon
Interconnection point.
1.50 "Multiple Bill/Single Tariff" or "Multiple Bill/Multiple Tariff" means
the MPB method whereby each LEC prepares and renders its own meet point bill in
accordance with its own Tariff(s) for the portion of the jointly-provided
Switched Exchange Access Service which the LEC provides.
1.51 "Network Element" is As Defined in the Act.
1.52 "Network Element Bona Fide Request" means the process described on
Exhibit B that prescribes the terms and conditions relating to a Party's request
that the other Party provide a Network Element not otherwise provided by the
terms of this Agreement.
1.53 "North American Numbering Plan" or "NANIP" means the numbering plan
used in the United States that also serves Canada, Bermuda, Puerto Rico and
certain Caribbean Islands. The NANP format is a 10-digit number that consists
of a 3-digit NPA code (commonly referred to as the area code), followed by a 3-
digit NXX code and 4-digit line number.
1.54 "Numbering Plan Area" or "NPA" is also sometimes referred to as an
area code. There are two general categories of NPAs, "Geographic NPAs" and "Non-
Geographic NPAs." A Geographic NPA is associated with a defined geographic
area, and all telephone numbers bearing such NPA are associated with services
provided within that geographic area. A Non-Geographic NPA, also known as a
"Service Access Code" or "SAC Code," is typically associated with a specialized
telecommunications service which may be provided across multiple geographic NPA
areas; 800, 900, 700, 500 and 888 are examples of Non-Geographic NPAs.
1.55 "NXX," "NXX Code," or "End Office Code" means the three digit switch
entity indicator (i.e. the first three digits of a seven digit telephone
----
number).
1.56 "Permanent Number Portability" or "PNP" means the use of a database or
other technical solution that comports with regulations issued by the FCC to
provide LTNP for all customers and service providers.
1.57 "Port Element" or "Port" means a line card (or equivalent) and
associated peripheral equipment on an End Office Switch which serves as the
Interconnection between individual loops or individual Customer trunks and the
switching components of an End Office Switch and the associated switching
functionality in that End Office Switch. Each Port is typically associated with
one (or more) telephone number(s) which serves as the Customer's network
address.
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1.58 "Rate Center Area" or "Exchange Area" means the specific geographic
point and corresponding geographic area which has been identified by a given LEC
as being associated with a particular NPA-NXX code assigned to the LEC for its
provision of Telephone Exchange Services. The Rate Center Area is the exclusive
geographic area which the LEC has identified as the area within which it will
provide Telephone Exchange Services bearing the particular NPA-NXX designation
associated with the specific Rate Center Area. A "Rate Center Point" is a
specific geographic point, defined by a V&H coordinate, located within the Rate
Center Area and used to measure distance for the purpose of billing Customers
for distance-sensitive Telephone Exchange Services and Toll Traffic.
1.59 "Rate Demarcation Point" means the point of minimum penetration at the
Customer's premises or other point, as defined in a Party's Tariffs, where
network access recurring charges and LEC responsibility ends and beyond which
Customer responsibility begins.
1.60 "Rating Point" or "Routing Point" means a specific geographic point
identified by a specific V&H coordinate. The Rating Point is used to route
inbound traffic to specified NPA-NXXs and to calculate mileage measurements for
distance-sensitive transport charges of switched access services. Pursuant to
Bellcore Practice BR-795-100-100, the Rating Point may be an End Office
location, or a "LEC Consortium Point of Interconnection." Pursuant to that same
Bellcore Practice, examples of the latter shall be designated by a common
language location identifier (CLLI) code with (x)KD in positions 9, 10, 11,
where (x) may be any alphanumeric A-Z or 0-9. The Rating Point/Routing Point
must be located within the LATA in which the corresponding NPA-NXX is located.
However, the Rating Point/Routing Point associated with each NPA-NXX need not be
the same as the corresponding Rate Center Point, nor must it be located within
the corresponding Rate Center Area, nor must there be a unique and separate
Rating Point corresponding to each unique and separate Rate Center.
1.61 "Reciprocal Compensation" is As Described in the Act, and refers to
the payment arrangements that recover costs incurred for the transport and
termination of Local Traffic originating on one Party's network and terminating
on the other Party's network.
1.62 "Service Control Point" or "SCP" means the node in the common channel
signaling network to which informational requests for service handling, such as
routing, are directed and processed. The SCP is a real time database system
that, based on a query from a service switching point and via a Signaling
Transfer Point, performs subscriber or application-specific service logic, and
then sends instructions back to the SSP on how to continue call processing.
1.63 "Signaling Transfer Point" or "STP" means a specialized switch that
provides SS7 network access and performs SS7 message routing and screening.
1.64 "Switched Access Detail Usage Data" means a category 1101XX record as
defined in the EMR Bellcore Practice BR-010-200-010.
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1.65 "Switched Access Summary Usage Data" means a category 1150XX record as
defined in the ETMR Bellcore Practice BR-010-200-010.
1.66 "Switched Exchange Access Service" means the offering of transmission
and switching services for the purpose of the origination or termination of Toll
Traffic. Switched Exchange Access Services include but may not be limited to:
Feature Group A, Feature Group B, Feature Group D, 700 access, 800 access, 888
access, and 900 access.
1.67 "Synchronous Optical Network" or "SONET" means an optical interface
standard that allows inter-networking of transmission products from multiple
vendors. The base rate is 51.84 Mbps (OC-I/STS-1) and higher rates are direct
multiples of the base rate, up to 13.22 Gpbs.
1.68 "Tariff" means any applicable federal or state tariff of a Party, or
standard agreement or other document that sets forth the generally available
terms and conditions under which a Party offers a particular service, facility,
or arrangement.
1.69 "Technically Feasible Point" is As Described in the Act.
1.70 "Telecommunications" is As Defined in the Act.
1.71 "Telecommunications Act" means the Telecommunications Act of 1996 and
any rules and regulations promulgated thereunder.
1.72 "Telecommunications Carrier" is As Defined in the Act.
1.73 "Telecommunications Service" is As Defined in the Act.
1.74 "Telephone Exchange Service," sometimes also referred to as "Exchange
Service," is As Defined in the Act. Telephone Exchange Service generally
provides the Customer with a telephonic connection to, and a unique telephone
number address on, the public switched telecommunications network, and enables
such Customer to place or receive calls to all other stations on the public
switched telecommunications network.
1.75 "Toll Traffic" means traffic that is originated by a Customer of one
Party on that Party's network and terminates to a Customer of the other Party on
that Party's network and is not Local Traffic or Ancillary Traffic. Toll
Traffic may be either "IntraLATA Toll Traffic" or "InterLATA Toll Traffic,"
depending on whether the originating and terminating points are within the same
LATA.
1.76 "Transit Traffic" means any traffic that originates from or terminates
at Focal's network, "transits" BA's network substantially unchanged, and
terminates to or originates from a third Carrier's network, as the case may be.
"Transit Traffic Service" provides Focal with the ability to use its connection
to a BA Access Tandem Switch for the delivery of calls which originate or
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terminate with Focal and terminate to or originate from a carrier other than,
BA, such as another CLEC, a LEC other than BA, or a wireless carrier. In these
cases, neither the originating nor terminating Customer is a Customer of BA.
This service is provided through BA's Access Tandem Switches. "Transit Traffic"
and "Transit Traffic Service" do not include or apply to traffic that is subject
to an effective Meet-Point Billing arrangement.
1.77 "Trunk Side" means a Central Office Switch connection that is capable
of, and has been programmed to treat the circuit as, connecting to another
switching entity (e.g. another carrier's network). Trunk Side connections offer
---
those transmission and signaling features appropriate for the connection of
switching entities.
1.78 "Unbundled Local Loop Element" or "ULL" means a transmission path that
extends from a Main Distribution Frame, DSX-panel, or functionally comparable
piece of equipment in the Customer's serving End Office to the Rate Demarcation
Point (or network interface device (NID) if installed) in or at a Customer's
premises. The actual loop transmission facilities used to provide an ULL may
utilize any of several technologies.
1.79 "Verification with Call Interruption" or "VCI" means a service that
may be requested and provided when Line Status Verification has determined that
a line is busy due to an ongoing call. VCI is an operator interruption of that
ongoing call to inform the called party that a calling party is seeking to
complete his or her call to the called party.
1.80 "Voice Grade" means either an analog signal of 300 to 3000 Hz or a
digital signal of 56/64 kilobits per second. When referring to digital voice
grade service (a 56/64 kbps channel), the terms "DS-0" or "sub-DS-l" may also be
used.
1.81 "Wire Center" means a building or portion thereof in which a Party has
the exclusive right of occupancy and which serves as a Routing Point for
Switched Exchange Access Service.
2.0 INTERPRETATION AND CONSTRUCTION.
2.1 This agreement is entered into pursuant to Section 252(i) of the Act
and is based upon the Interconnection Agreement (and amendments thereto) entered
into between MFS and BA for the State of Delaware (the "Separate Agreement").
Such Separate Agreement contains provisions that are identical in all material
respects to provisions of this Agreement (the "Identical Provisions"). The
Parties agree that if any of the Identical Provisions is subsequently amended,
then either Party may, at its sole option, avail itself of any such amendment by
providing written notice to the other Party. In such instances, the Parties
agree to cooperate in effecting the same amendment to the corresponding
provisions contained in the Agreement, which amendment shall be effective from
the date of written notice by the availing Party.
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2.2 All references to Sections, Exhibits and Schedules shall be deemed to
be references to Sections of, and Exhibits and Schedules to, this Agreement
unless the context shall otherwise require. The headings used in this Agreement
are inserted for convenience of reference only and are not intended to be a part
of or to affect the meaning of this Agreement. Unless the context shall
otherwise require, any reference to any agreement, other instrument (including
BA or other third party offerings, guides or practices), statute, regulation,
rule or tariff is to such agreement, instrument, statute, regulation, or rule or
tariff as amended and supplemented from time to time (and, in the case of a
statute. regulation, rule or tariff, to any successor provision).
2.3 Subject to the terms set forth in Section 20, each Party hereby
incorporates by reference those provisions of its tariffs that govern the
provision of any of the services or facilities provided hereunder. If any
provision of this Agreement and an applicable tariff cannot be reasonably
construed or interpreted to avoid conflict, the Parties agree to negotiate in
good faith to reconcile and resolve such conflict. If any provision contained
in this main body of the Agreement and any Exhibit hereto cannot be reasonably
construed or interpreted to avoid conflict, the provision contained in this main
body of the Agreement shall prevail. The fact that a condition, right,
obligation, or other term appears in this Agreement but not in any such tariff
shall not be interpreted as, or be deemed grounds for finding, a conflict for
purposes of this Section 2.
3.0 INTERCONNECTION ACTIVATION DATES AND IMPLEMENTATION SCHEDULE.
3.1 Subject to the terms and conditions of this Agreement, each Party
shall exercise its best efforts to adhere to the Interconnection Activation
Dates and Network, Implementation Schedule set forth in Schedule 3.0, and to
provide fully operational service predominantly over its own Telephone Exchange
Service facilities to business and residential Customers upon the achievement of
the milestones in said Schedule for each listed LATA in Delaware. For purposes
of this Agreement, Focal's service in Delaware shall be considered provided
"predominantly over its own Telephone Exchange Service facilities" if Focal uses
its own Central Office Switch(es) (as opposed to resale of another carrier's
Telephone Exchange Service or Ports) to serve the majority of its Telephone
Exchange Service Customers, its own interoffice transport facilities for the
majority of its interoffice transport needs, and its own local loops (or
functional equivalent), in addition to resale of other carriers' Telephone
Exchange Service or ULLs, to serve its Telephone Exchange Service Customers.
3.2 Schedule 3.0 may be revised and supplemented from time to time upon
the mutual agreement of the Parties to reflect the intention of the Parties to
interconnect in additional LATAs pursuant to subsection 4.4 by attaching one or
more supplementary schedules to Schedule 3.0. The Parties stipulate and agree
that the performance of the terms of this Agreement will satisfy BA's obligation
to provide Interconnection under Section 251 of the Act, and the requirements of
the Competitive Checklist, under Section 271 of the Act. Focal represents that
it is, or intends to become, a provider of Telephone Exchange Service to
residential and business subscribers offered
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exclusively over its own Telephone Exchange Service facilities or predominantly
over its own Telephone Exchange Service facilities in combination with the
resale of the Telecommunications Services of other carriers.
4.0 INTERCONNECTION PURSUANT TO SECTION 251(c)(2).
The types of Traffic to be exchanged under this Agreement shall be Local
Traffic, IntraLATA Toll (and InterLATA Toll, as applicable) Traffic, Transit
Traffic, Meet Point Billing Traffic, and Ancillary Traffic. Subject to the
terms and conditions of this Agreement, Interconnection of the Parties
facilities and equipment for the transmission and routing of Local Traffic and
Toll Traffic pursuant to this Section 4 shall be established on or before the
corresponding "Interconnection Activation Date" shown for each such LATA within
Delaware on Schedule 3.0. Both Schedule 3.0 and Schedule 4.0 may be revised and
supplemented from time to time upon the mutual agreement of the Parties to
reflect Interconnection in additional LATAs in Delaware pursuant to subsection
4.4 by attaching one or more supplementary addenda to such Schedules.
4.1 SCOPE
4.1.1 Section 4 describes the architecture for Interconnection of the
Parties' facilities and equipment over which the Parties shall configure the
following separate and distinct trunk groups:
Traffic Exchange Trunks for the transmission and routing of
-----------------------
terminating Local Traffic and IntraLATA Toll Traffic between their
respective Telephone Exchange Service customers pursuant to Section
251(c)(2) of the Act, in accordance with Section 5 below;
Access Toll Connecting Trunks for the transmission and routing of
-----------------------------
Exchange Access traffic between Focal Telephone Exchange Service
customers and purchasers of BA's Switched Exchange Access Service via
a BA Access Tandem, pursuant to Section 251(c)(2) of the Act, in
accordance with Section 6 below;
Information Services Trunks for the transmission and routing of
---------------------------
terminating Information Services Traffic in accordance with Section 7
below;
LSV/VCI Trunks for the transmission and routing of terminating LSV/VCI
--------------
traffic, in accordance with Section 7 below;
911/E911 Trunks for the transmission and routing of terminating
---------------
E911/911 traffic, in accordance with Section 7 below;
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Directory Assistance Trunks for the transmission and routing of
---------------------------
terminating directory assistance traffic, in accordance with
subsection 19.4 below; and
Operator services (call completion) Trunks for the transmission and
------------------------------------------
routing of terminating, call completion traffic, in accordance with
subsection 19.4 below.
4.1.2 The SONET interconnection arrangement described in subsection
4.2 shall be (i) used only for the termination of Local Traffic and IntraLATA
Toll Traffic until such time as the Parties have agreed to appropriate
compensation arrangements relating to the exchange of other types of traffic
over such system, and (ii) subject to the Parties' reaching agreement on an
appropriate compensation arrangement in the event either Party will be providing
or utilizing (in terms of minutes of use) significantly more than one-half of
the SONET facility. Unless otherwise agreed to by the Parties, the SONET system
described herein shall not be used to exchange InterLATA Toll Traffic. Until
the SONET system has been established by the Parties in accordance with
subsection 43 and this subsection 4.1.2, the Parties agree to adopt an initial
interconnection architecture for the exchange of Local Traffic and Toll
(IntraLATA and InterLATA) Traffic.
4.1.3 To the extent required by Section 251 of the Act, the Parties
represent that the arrangements provided in subsections 4.2 and 4.3 of this
Agreement provide for Interconnection to each other's networks at any
technically feasible point. For the purposes of this Agreement, the Parties
agree that Interconnection for the transport and termination of traffic may take
place, in the case of BA, at a terminating End Office, an Access Tandem, a Local
Serving Wire Center and/or other points as specified herein, and, in the case of
Focal, at a node or Central Office and/or other points as specified herein
(collectively, the "Interconnection Points" or "IPs").
4.1.4 The Parties shall establish physical interconnection points at
the available IPs at the locations designated in Schedule 4.0. The mutually
agreed-upon IPs on the Focal network at which Focal will provide transport and
termination of traffic shall be designated as the Focal Interconnection Points
("Focal-IPs"); the mutually agreed-upon IPs on the BA network shall be
designated as the BA Interconnection Points ("BA-IPs"), provided that, for the
purpose of charging for the transport of traffic from the BA-IP to the Focal-IP
in any given LATA, the Focal-IP shall be no further than an entrance facility
away from the BA-IP in such LATA. The Parties may by mutual agreement establish
additional interconnection points at any technically feasible points consistent
with the Act.
4.2 PHYSICAL ARCHITECTURE. In each LATA identified on Schedule 4.0, Focal
and Bell Atlantic shall jointly engineer and operate a diverse Synchronous
Optical Network ("SONET") transmission system by which they shall interconnect
their networks pursuant to the joint network reconfiguration and grooming plan
specified in subsection 10.1 ("Joint Grooming Plan"), and according to the
following specifications:
4.2.1 The SONET system shall be used to deliver appropriate traffic to
a mutually agreed-upon Interconnection Point on each Party's network.
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4.2.2 The SONET transmission system in each LATA shall be configured
substantially as illustrated in Schedule 4.2 and pursuant to the Joint Grooming
Plan, or as otherwise mutually agreed. The Parties shall agree upon which Party
or Parties shall be responsible for procuring, installing, and maintaining the
agreed-upon Optical Line Terminating Multiplexor ("OLTM") equipment, fiber optic
facilities and other equipment pursuant to the Joint Grooming Plan, as
illustrated in that Schedule.
4.2.3 The physical interface of Focal's and BA's facilities necessary
to effect SONET transmission shall be at the optical level via a Mid-Span Meet
or other comparable means, or as otherwise mutually agreed.
4.3 INITIAL ARCHITECTURE.
4.3.1 The Parties agree to provide initial interconnection
arrangements utilizing electrical handoffs, substantially as illustrated in
Schedule 4.3, for a period of no more than eighteen (18) months after the later
of the Effective Date and the LATA Start Date set forth for the LATA in Schedule
3.0; provided, however, that such initial interconnection arrangements shall
continue until (i) facilities suitable for the SONET arrangements described in
subsection 4.2 are established by each of the Parties in its own sole discretion
in the LATA at the mutually agreed-upon SONET meet points and made available,
and (ii) the Parties have agreed upon fully compatible OLTM equipment for use
with such facilities.
4.3.2 The Parties agree to utilize the Focal-IP and BA-IP in each LATA
as designated in Schedule 4.0 as the points from which each Party will provide
the transport and termination of traffic.
4.3.3 Focal shall provide its own facilities for the delivery of
traffic to a collocation arrangement established at the BA-IP pursuant to
Section 13. Bell Atlantic shall provide transport and termination of the
traffic beyond the BA-IP.
4.3.4 BA shall purchase a Focal entrance facility (and any necessary
multiplexing) from the BA-IP to the Focal-IP for the delivery of traffic to the
Focal-IP. Alternatively, BA may choose to provide its own facilities to a
collocation arrangement established at the Focal-IP pursuant to Section 13.
Focal shall provide transport and termination of the traffic beyond the Focal-
IP.
4.3.5 Under this initial architecture described in this subsection
4.3, either Party may utilize the Traffic Exchange Trunks for the termination of
its InterLATA Toll Traffic in accordance with the terms contained in Section 5
below and pursuant to the other Party's Switched Exchange Access Service
tariffs. The other Party's Switched Exchange Access Service rates shall apply
to such Traffic. Such InterLATA Toll Traffic may not be routed over the trunk
groups under the SONET architecture described in subsection 4.2, however, unless
specifically agreed to by the Parties.
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4.4 INTERCONNECTION IN ADDITIONAL LATAS.
4.4.1 If Focal determines to offer Telephone Exchange Services in any
LATA not listed in Schedule 3.0 in which BA also offers Telephone Exchange
Services, Focal shall provide written notice to BA of the need to establish
Interconnection in such LATA pursuant to this Agreement.
4.4.2 The notice provided in subsection 4.4.1 shall include (i) the
initial Routing Point Focal has designated in the new LATA; (ii) Focal's
requested Interconnection Activation Date (and related milestone dates in
accordance with the format in Schedule 3.0); and (iii) a non-binding forecast of
Focal's trunking requirements.
4.4.3 Unless otherwise agreed to by the Parties, the Parties shall
designate the Wire Center Focal has identified as its initial Routing Point in
the LATA as the Focal-IP in that LATA and shall designate a mutually agreed BA
Local Serving Wire Center that houses an Access Tandem Office within the LATA
nearest to the Focal-IP (as measured in airline miles utilizing the V&H
coordinates method) as the BA-IP in that LATA, provided that, for the purpose of
charging for the transport of traffic from the BA-IP to the Focal-IP, the Focal-
IP shall be no further than an entrance facility away from the BA-IP.
4.4.4 The Parties shall agree upon an addendum to Schedule 3.0 to
reflect the schedule applicable to each new LATA requested by Focal; provided,
however, that unless agreed by the Parties, the Interconnection Activation Date
in a new LATA shall not be earlier than forty-five (45) days after receipt by BA
of all complete and accurate trunk orders and routing information. Within ten
(10) business days of BA's receipt of Focal's notice, BA and Focal shall confirm
the BA-IP, the Focal-IP and the Interconnection Activation Date for the new LATA
by attaching an addendum to Schedule 3.0.
4.5 INTERCONNECTION POINTS FOR DIFFERENT TYPES OF TRAFFIC. Each Party
shall make available Interconnection Points and facilities for routing of
traffic from those Interconnection Points as designated in Schedule 4.5. Any
additional traffic that is not covered in Schedule 4.5 shall be subject to
separate negotiations between the Parties, except that (i) either Party may
deliver traffic of any type or character to the other Party for termination as
long as the delivering Party pays the receiving Party's then current Switched
Exchange Access rates for such traffic, and (ii) upon a bona fide request from
---------
either Party, the Parties will exercise all reasonable efforts to conclude an
agreement covering the exchange of such traffic.
5.0 TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE TRAFFIC PURSUANT
TO SECTION 251(c)(2)
5.1 SCOPE OF TRAFFIC. Section 5 prescribes parameters for trunk groups
(the "Traffic Exchange Trunks") to be effected over the Interconnections
specified in Section 4.0 for the
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transmission and routing of Local Traffic and IntraLATA Toll Traffic between the
Parties' respective Telephone Exchange Service Customers.
5.2 TRUNK GROUP CONNECTIONS AND ORDERING
5.2.1 Trunk group connections will be made at a DS- I level or higher
for exchange of Local and Toll Traffic. Higher speed connections shall be made,
when and where available, in accordance with the Joint Grooming Plan prescribed
in Section 10. Ancillary Traffic trunk groups may be made below a DS-1 level,
as may be agreed to by the Parties.
5.2.2 Each Party will identify its Carrier Identification Code, a
three or four digit numeric obtained from Bellcore, to the other Party when
ordering a trunk group.
5.3 ADDITIONAL SWITCHING SYSTEM HIERARCHY AND TRUNKING REQUIREMENTS
5.3.1 For purposes of routing Focal traffic to BA, the subtending
arrangements between BA Access Tandem Switches and BA End Office Switches shall
be the same as the Access Tandem/End Office subtending arrangements BA maintains
for the routing of its own or other carriers' traffic. For purposes of routing
BA traffic to Focal, the subtending arrangements between Focal Access Tandem
Switches (or functional equivalent) and Focal End Office Switches (or functional
equivalent) shall be the same as the Access Tandem/End Office subtending
arrangements (or functional equivalent) which Focal maintains for the routing of
its own or other carriers' traffic.
5.4 SIGNALING
Each Party will provide the other Party with access to its databases and
associated signaling necessary for the routing and completion of the other
Party's traffic in accordance with the provisions contained in Section 17 below.
5.5 GRADES OF SERVICE
The Parties shall initially engineer and shall jointly monitor and enhance
all trunk groups consistent with the Joint Grooming Plan as set forth in Section
10.
5.6 MEASUREMENT AND BILLING
5.6.1 For billing purposes, each Party shall pass Calling Party Number
("CPN") information on each call carried over the Traffic Exchange Trunks,
wherever technically feasible. At such time as either Party has the ability, as
the Party receiving the traffic, to use such CPN information to classify on an
automated basis traffic delivered by the other Party as either Local Traffic or
Toll Traffic, such receiving Party shall bill the originating Party the Local
Traffic termination rates, Intrastate Exchange Access rates, or Interstate
Exchange Access rates applicable to each minute of Traffic for which CPN is
passed, as provided in Exhibit A and applicable Tariffs.
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5.6.2 If, under the circumstances set forth in subsection 5.6.1, it
is not technically feasible for the originating Party to pass CPN on up to ten
percent (10%) of calls, the receiving Party shall bill the originating Party the
Local Traffic termination rates, Intrastate Exchange Access rates, or Interstate
Exchange Access rates applicable to each minute of traffic, as provided in
Exhibit A and applicable Tariffs, for which CPN is passed. For the remaining up
to ten percent (10%) of calls without CPN information, the receiving Party shall
bill the originating Party for such traffic as Local Traffic termination rates,
Intrastate Exchange Access rates, or Interstate Exchange Access rates applicable
to each minute of traffic, as provided in Exhibit A and applicable Tariffs, in
direct proportion to the minutes of use of calls passed with CPN information.
5.6.3 If it is not technically feasible for the originating Party to
pass CPN on more than ten percent (10%) of calls, or if the receiving Party
lacks the ability to use CPN information to classify on an automated basis
traffic delivered by the other Party as either Local Traffic or Toll Traffic,
and the originating Party chooses to combine Local and Toll Traffic on the same
trunk group, it will supply an auditable Percent Local Use ("PLU") report
quarterly, based on the previous three months' traffic, and applicable to the
following three months. If the originating Party also chooses to combine
Interstate and Intrastate Toll Traffic on the same trunk group, it will supply
an auditable Percent Interstate Use ("PIU") report quarterly, based on the
previous three months' terminating traffic, and applicable to the following
three months. In lieu of the foregoing PLU and/or PIU reports, the Parties may
agree to provide and accept reasonable surrogate measures for an agreed-upon
interim period.
5.6.4 Measurement of billing minutes for purposes of determining
terminating compensation shall be in conversation seconds.
5.7 RECIPROCAL COMPENSATION ARRANGEMENTS - SECTION 251(b)(5).
Reciprocal Compensation arrangements address the transport and termination
of Local Traffic. BA's delivery of Traffic to Focal that originated with a third
carrier is addressed in subsection 7.3. Where Focal delivers Traffic (other
than Local Traffic) to BA, except as may be set forth herein or subsequently
agreed to by the Parties, Focal shall pay BA the same amount that such carrier
would have paid BA for termination of that Traffic at the location the Traffic
is delivered to BA by Focal. Compensation for the transport and termination of
traffic not specifically addressed in this subsection 5.7 shall be as provided
elsewhere in this Agreement, or if not so provided, as required by the Tariffs
of the Party transporting and/or terminating the traffic.
5.7.1 Nothing in this Agreement shall be construed to limit either
Party's ability to designate the areas within which that Party's Customers may
make calls which that Party rates as "local" in its Customer Tariffs.
5.7.2 The Parties shall compensate each other for transport and
termination of Local Traffic in an equal and symmetrical manner at the rates
provided in the Detailed Schedule of Itemized Charges (Exhibit A hereto) or, if
not set forth therein, in the applicable Tariff(s) of the
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terminating Parry, as the case may be. These rates are to be applied at the
Focal-IP for traffic delivered by BA, and at the BA-IP for traffic delivered by
Focal. No additional charges, including port or transport charges, shall apply
for the termination of Local Traffic delivered to the BA-IP or the Focal-IP,
except as set forth in Exhibit A. When Local Traffic is terminated over the same
trunks as Toll Traffic, any port or transport or other applicable access charges
related to the Toll Traffic shall be prorated to be applied only to the Toll
Traffic.
5.7.3 The Reciprocal Compensation arrangements set forth in this
Agreement are not applicable to Switched Exchange Access Service. All Switched
Exchange Access Service and all Toll Traffic shall continue to be governed by
the terms and conditions of the applicable federal and state Tariffs.
5.7.4 Compensation for transport and termination of all Traffic which
has been subject to performance of INP by one Party for the other Party pursuant
to Section 14 shall be as specified in subsection 14.5.
5.7.5 The designation of Traffic as Local or Toll for purposes of
compensation shall be based on the actual originating and terminating points of
the complete end-to-end call, regardless of the carrier(s) involved in carrying
any segment of the call.
5.7.6 Each Party reserves the right to measure and audit all Traffic
to ensure that proper rates are being applied appropriately. Each Party agrees
to provide the necessary Traffic data or permit the other Party's recording
equipment to be installed for sampling purposes in conjunction with any such
audit.
5.7.7 The Parties will engage in settlements of alternate-billed calls
(e.g. collect, calling card, and third-party billed calls) originated or
---
authorized by their respective Customers in Delaware in accordance with the
terms of an appropriate billing services agreement for intraLATA intrastate
alternate-billed calls or such other arrangement as may be agreed to by the
Parties.
6.0 TRANSMISSION AND ROUTING OF EXCHANGE ACCESS TRAFFIC PURSUANT TO 251(c)(2).
6.1 SCOPE OF TRAFFIC
Section 6 prescribes parameters for certain trunks to be established over
the Interconnections specified in Section 4 for the transmission and routing of
traffic between Focal Telephone Exchange Service Customers and Interexchange
Carriers ("Access Toll Connecting Trunks"). This includes casually-dialed
(10XXX and 10lXXXX) traffic.
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6.2 TRUNK GROUP ARCHITECTURE AND TRAFFIC ROUTING
6.2.1 Focal shall establish Access Toll Connecting Trunks by which it
will provide tandem-transported Switched Exchange Access Services to
Interexchange Carriers to enable such Interexchange Carriers to originate and
terminate traffic to and from Focal's Customers.
6.2.2 Access Toll Connecting Trunks shall be used solely for the
transmission and routing of Exchange Access to allow Focal's Customers to
connect to or be connected to the interexchange trunks of any Interexchange
Carrier which is connected to an BA Access Tandem.
6.2.3 The Access Toll Connecting Trunks shall be two-way trunks
connecting an End Office Switch Focal utilizes to provide Telephone Exchange
Service and Switched Exchange Access in a given LATA to an Access Tandem BA
utilizes to provide Exchange Access in such LATA.
6.2.4 The Parties shall jointly determine which BA Access Tandem(s)
will be subtended by each Focal End Office Switch. Focal's End Office switch
shall subtend the BA Access Tandem that would have served the same rate center
on BA's network. Alternative configurations will be discussed as part of the
Joint Plan.
6.3 MEET-POINT BILLING ARRANGEMENTS
6.3.1 Focal and BA will establish Meet-Point Billing arrangements in
order to provide a common transport option to Switched Access Services Customers
via an Access Tandem Switch in accordance with the Meet-Point Billing guidelines
contained in the OBF's MECAB and MECOD documents, except as modified herein, and
BA's Delaware's Tariff Number 35, Section 2.4.6. The arrangements described in
this Section 6 are intended to be used to provide Switched Exchange Access
Service that originates and/or terminates on a Telephone Exchange Service that
is provided by either Party, where the transport component of the Switched
Exchange Access Service is routed through a Tandem Switch that is provided by
BA.
6.3.2 In each LATA, the Parties shall establish MPB arrangements
between the applicable Rating Point/BA Local Serving Wire Center combinations.
6.3.3 Interconnection for the MPB arrangement shall occur at the BA-IP
in the LATA, unless otherwise agreed to by the Parties.
6.3.4 Focal and BA will use reasonable efforts, individually and
collectively, to maintain provisions in their respective state access tariffs,
and/or provisions within the National Exchange Carrier Association ("NECA")
tariff No. 4, or any successor Tariff sufficient to reflect the MPB arrangements
established pursuant to this Agreement.
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6.3.5 Each Party shall implement the "Multiple Bill/Single Tariff" or
"Multiple Bill/Multiple Tariff" option, as appropriate, in order to bill an IXC
for the portion of the jointly provided telecommunications service provided by
that Party.
6.3.6 The rate elements to be billed by each Party are as set forth
in Schedule 6.3. The actual rate values for each Party's affected access service
rate element shall be the rates contained in that Party's own effective federal
and state access tariffs, or other document that contains the terms under which
that Party's access services are offered. The MPB billing percentages for each
Rating Point/BA Local Serving Wire Center combination shall be calculated in
accordance with the formula set forth in subsection 6.3.16 below.
6.3.7 Each Party shall provide the other Party with the billing name,
billing address, and Carrier Identification Code ("CIC") of the IXC, and
identification of the IXC's Local Serving Wire Center in order to comply with
the MPB notification process as outlined in the MECAB document via facsimile or
such other media as the Parties may agree to.
6.3.8 BA shall provide Focal with the Switched Access Detail Usage
Data (category 1101XX records) on magnetic tape or via such other media as the
Parties may agree to, no later than ten (10) business days after the date the
usage occurred.
6.3.9 Focal shall provide BA with the Switched Access Summary Usage
Data (category 1150XX records) on magnetic tape or via such other media as the
Parties may agree, no later than ten (10) business days after the date of its
rendering. of the bill to the relevant IXC, which bill shall be rendered no less
frequently than monthly.
6.3.10 Each Party shall coordinate and exchange the billing account
reference ("BAR") and billing account cross reference ("BACR") numbers or
Operating Company Name ("OCN"), as appropriate, for the MPB Service. Each Party
shall notify the other if the level of billing or other BAR/BACR elements
change, resulting in a new BAR/BACR number, or if the OCN changes.
6.3.11 Errors may be discovered by Focal, the IXC or BA. Each Party
agrees to provide the other Party with notification of any errors it discovers
within two (2) business days of the date of such discovery. In the event of a
loss of data, both Parties shall cooperate to reconstruct the lost data and, if
such reconstruction is not possible, shall accept a reasonable estimate of the
lost data based upon prior usage data.
6.3.12 Either Party may request a review or audit of the various
components of access recording up to a maximum of two (2) audits per calendar
year. All costs associated with each review and audit shall be borne by the
requesting Party. Such review or audit shall be conducted subject to
confidentiality protection and during regular business hours. A Party may
conduct additional audits, at its expense, upon the other Party's consent, which
consent shall not be unreasonably withheld.
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6.3.13 Nothing contained in this subsection 6.3. shall create any
liability for damages, losses, claims, costs, injuries, expenses or other
liabilities whatsoever on the part of either Party (other than as may be set
forth in MECAB or in any applicable Tariff).
6.3.14 The Parties shall not charge one another for the services
rendered or information provided pursuant to this subsection 6.3.
6.3.15 MPB will apply for all traffic bearing the 500, 900, 800/888
(to the extent provided by an IXC) or any other non-geographic NPA which may be
likewise designated for such traffic in the future.
6.3.16 In the event Focal determines to offer Telephone Exchange
Services in another LATA in which BA operates an Access Tandem Switch, BA shall
permit and enable Focal to subtend the BA Access Tandem Switch(es) designated
for the BA End Offices in the area where the Focal Rating Point(s) associated
with the NPA-NXX(s) to/from which the Switched Exchange Access Services are
homed. The MPB billing percentages for each new Rating Point/BA Local Serving
Wire Center combination shall be calculated according to the following formula:
a/(a + b) = Focal Billing Percentage
and
b/(a + b) = BA Billing Percentage
where:
-----
a = the airline mileage between the Rating Point and the actual
point of interconnection for the WB arrangement; and
b = the airline mileage between the BA Local Serving Wire Center
and the actual point of interconnection for the IMPB arrangement.
Focal shall inform BA of the LATA in which it intends to offer Telephone
Exchange Services and its calculation of the billing percentages which should
apply for such arrangement, as part of the notice required by subsection 4.4.1
above. Within ten (10) business days of Focal's delivery of notice to BA, BA
and Focal shall confirm the new Rating Point/BA Local Serving Wire Center
combination and billing percentages. Nothing in this subsection 6.3.16 shall be
construed to limit Focal's ability to select to interconnect with BA in
additional LATAs by means of Interconnection at a Local Serving Wire Center, to
the extent that such Interconnection is permitted under this Agreement.
6.4 800/888 TRAFFIC
The following terms shall apply when either Party delivers 800/888 calls
to the other Party for completion.
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6.4.1 When Focal delivers untranslated 800/888 calls to BA for
completion
a. to an IXC, BA shall:
(i) Provide a MPB record in an industry standard format to
Focal; and
(ii) Bill the IXC the appropriate BA query charge
associated with the call.
b. as an IntraLATA call to BA or another LEC in the LATA, BA
shall
(i) Provide a copy record in an industry standard format
to Focal;
(ii) Bill Focal the appropriate BA query charge associated
with the call; and
(iii) Submit the call records to ITORP for payment by BA or
the LEC that is the 800/888 service provider of Focal's and
any intermediate LEC's Tariffed Exchange Access charges and
query charges.
6.4.2 When BA delivers 800/888 calls originated by BA's or another
LEC's Customers to Focal for completion
a. to Focal in its capacity as an IXC, BA shall:
(i) Bill Focal the appropriate BA query charge associated
with the call; and
(ii) Bill Focal the appropriate FGD Exchange Access charges
associated with the call.
b. as an IntraLATA call to Focal in its capacity as a LEC,
(i) the originating LEC shall submit the appropriate call
records to ITORP for payment by Focal of BA's (and another
LEC's, if appropriate) tariffed Exchange Access charges; and
(ii) Focal shall pay the originating LEC's appropriate
query charge associated with the call.
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7.0 TRANSPORT AND TERMINATION OF OTHER TYPES OF TRAFFIC
7.1 INFORMATION SERVICES TRAFFIC
The following provisions shall apply only to Focal-originated Information
Services Traffic directed to an information services platform connected to BA's
network. At such time as Focal connects Information Services platforms to its
network, the Parties shall agree upon a suitable arrangement for BA-originated
Information Services Traffic.
7.1.1 Focal shall route Information Services Traffic that originates
on its own network to the appropriate information services platform(s) connected
to BA's network. Focal will establish a dedicated trunk group to the BA
information services serving switch. This trunk group will be utilized to allow
Focal to route information service traffic originated on its network to BA.
7.1.2 Focal shall provide an electronic file transfer or monthly
magnetic tape containing recorded call detail information to BA.
7.1.3 BA shall provide to Focal via electronic file transfer or
magnetic tape or other means as available all necessary information to rate the
Information Services Traffic to Focal's Customers pursuant to the BA's
agreements with each information services provider. Information shall be
provided in as timely a fashion as practical in order to facilitate record
review and reflect actual prices set by the individual information services
providers.
7.1.4 Focal shall bill and collect such information services provider
charges and remit the amounts collected to BA less:
a. The Information Services Billing and Collection fee set forth in
Exhibit A;
and
b. An uncollectibles; reserve calculated based on the uncollectibles
reserve in BA's billing and collection agreement with the applicable
information services provider; and
c. Customer adjustments provided by Focal.
Focal shall provide to BA sufficient information regarding uncollectibles
and Customer adjustments to allow BA to pass through the adjustments to the
information services provider, and BA shall pass through such adjustments.
However, if the information services provider disputes such adjustments and
refuses to accept such adjustments, Focal shall reimburse BA for all such
disputed adjustments. Final resolution regarding all disputed adjustments shall
be solely between Focal and the information services provider.
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7.1.5 Nothing in this Agreement shall restrict either Party from
offering to its Telephone Exchange Service Customers the ability to block the
completion of Information Service Traffic.
7.1.6 The Parties may agree to separate arrangements for the billing
and compensation of variable rated (e.g. 970, 540) information services.
---
7.1.7 The Information Services Traffic addressed herein does not
include 555 traffic or similar traffic with AIN service interfaces.
7.2 LSV/VCI TRAFFIC
7.2.1 Each Party shall offer LSV and VCI services to enable its
Customers to verify and/or interrupt calls of the other Party's Customers. In
such instances, the other Party shall accept and respond to LSV and VCI requests
from the operator bureau of the requesting Party. Both the requesting Party
(Party A) and the responding Party (Party B) shall perform in accordance with
the terms set forth in this subsection 7.2 and pursuant to inter-Party rates to
be agreed upon between the Parties.
7.2.2 The Party B operator shall only verify the status of the line
(LSV) or interrupt the line to inform the called party that there is a call
waiting. The Party B operator will not complete the telephone call of the
Customer initiating the LSV/VCI request. The Party B operator will only make
one LSV/VCI attempt per Customer operator bureau telephone call, and the
applicable charges apply whether or not the called party releases the line.
7.2.3 Each Party's operator bureau shall accept LSV and VCI inquiries
from the operator bureau of the other Party in order to allow transparent
provision of LSV/VCI Traffic between the Parties' networks.
7.2.4 Each Party shall route LSV/VCI Traffic inquiries over separate
direct trunks (and not the Local/IntraLATA/InterLATA Trunks) established between
the Parties' respective operator bureaus. Each Party shall offer interconnection
for LSV/VCI traffic Local Serving Wire Center, operator services Tandem Office
subtended by such Local Serving Wire Center, or other mutually agreed point in
the LATA. Separate LSV/VCI trunks delivered at the Local Serving Wire Center
will be directed to the operator services Tandem Office designated by Party B.
Unless otherwise mutually agreed, the Parties shall configure LSV/VCI trunks
over the Interconnection architectures in accordance with the terms of Section
4, consistent with the Joint Grooming Plan. Party A shall outpulse the
appropriate NPA, ATC Code, and Routing Code (operator code) to Party B.
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7.3 TRANSIT SERVICE
7.3.1 Focal shall exercise all reasonable efforts to enter into a
reciprocal local traffic exchange arrangement (either via written agreement or
mutual tariffs) with any wireless carrier, ITC, CLEC, or other LEC to which it
sends, or from which it receives, local traffic that transits BA facilities over
Traffic Exchange Trunks. If Focal fails to enter into such an arrangement as
quickly as commercially reasonable following the Effective Date and to provide
copies thereof to BA, but continues to utilize BA's Transit Service for the
exchange of local traffic with such wireless carrier, ITC, CLEC, or other LEC,
Focal shall, in addition to paying the rate set forth in Exhibit A for said
Transit Service, pay BA any charges or costs such terminating third party
carrier imposes or levies on BA for the delivery or termination of such Traffic,
including any switched access charges, plus all reasonable expenses incurred by
-----
BA in delivering or terminating such Traffic and/or resulting from Focal's
failure to secure said reciprocal local traffic exchange arrangement. BA will,
upon request, provide Focal with all reasonable cooperation and assistance in
obtaining such arrangements. The Parties agree to work cooperatively in
appropriate industry fora to promote the adoption of reasonable industry
guidelines relating to Transit Traffic.
7.3.2 Meet-Point Billing compensation arrangements as described in
subsection 6.3 shall be utilized for compensation for the joint handling of Toll
Traffic.
7.3.3 BA expects that most networks involved in Transit Traffic will
deliver each call to each involved network with CCS and the appropriate
Transactional Capabilities Application Part ("TCAP") message to facilitate full
interoperability of those services supported by BA and billing functions. In
all cases, each Party shall follow the Exchange Message Record ("EMR") standard
and exchange records between the Parties and with the terminating carrier to
facilitate the billing process to the originating network.
7.3.4 Transit Traffic shall be routed over the Traffic Exchange Trunks
described in Section 5 above.
7.4 911/E911 ARRANGEMENTS
7.4.1 Focal will interconnect to the BA 911/E911 selective routers or
911 Tandem Offices, where available, which serve the areas in which Focal
provides Telephone Exchange Services, for the provision of 911/E911 services and
for access to all subtending Public Safety Answering Points ("PSAP"). In such
situations, BA will provide Focal with the appropriate CLLI codes and
specifications of the Tandem Office serving area. In areas where E911 is not
available, Focal and BA will negotiate arrangements to connect Focal to the 911
service.
7.4.2 Path and route diverse interconnections for 911/E911 shall be
made at the Focal-IP, the BA-IP, or other points as necessary and mutually
agreed, and as required by law or regulation.
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7.4.3 Upon request, BA will provide Focal with the following:
a. an electronic interface, when available, through which Focal shall
input and provide a daily update of 911/E911 database information related
to appropriate Focal Customers. Until such time as an electronic interface
is available, Focal shall provide BA with all appropriate 911 information
such as name, address, and telephone number in writing for BA's entry into
the 911 database system. Any 911-related data exchanged between the
Parties shall conform to the National Emergency Number Association
standards;
b. a file containing the Master Street Address Guide ("MSAG"), as may
be updated from time to time, for the exchanges or communities specified;
c. a return of any Focal E911 data entry files containing errors, so
that Focal may ensure the accuracy of the Customer records; and
d. PSAP 911 Tandem information.
7.4.4 In cases where a Customer of one Party elects to discontinue its
service and become the Customer of the other Party ("Party B") but desires to
retain its original telephone number pursuant to an INP or PNP arrangement,
Party B will outpulse the telephone number to which the call has been forwarded
(i.e. the Customer's ANI) to the 911 Tandem Office. Party B will also provide
----
the 911 database with both the forwarded number and the directory number, as
well as the appropriate address information of the Customer.
7.4.5 BA and Focal will use their best efforts to facilitate the
prompt, robust, reliable and efficient interconnection of Focal systems to the
911/E911 platforms.
7.4.6 BA and Focal will work cooperatively to arrange meetings with
PSAPs to answer any technical questions the PSAPs, or county or municipal
coordinators may have regarding the 911/E911 arrangements. BA shall assist
Focal in identifying the appropriate person in each municipality for the purpose
of obtaining the ten-digit subscriber number of each PSAP.
7.4.7 The Parties acknowledge that the provision of INP, until PNP
with full 911 compatibility is available, creates a special need to have the
Automatic Location Identification ("ALI") screen reflect two number: the "old"
number and the "new" number assigned by Focal. The Parties acknowledge further
the objective of including the five character Telephone Company Identification
("TCI") of the company that provides service to the calling line as part of the
ALI display. Until such time as TCI is operational, however, BA and Focal agree
to supply and use the three-letter Access Carrier Name Abbreviation ("ACNA") as
the carrier identifier.
7.4.8 Focal will compensate BA for connections to its 911/E911
pursuant to Exhibit A.
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7.4.9 Focal will comply with all applicable rules and regulations
pertaining to the provision of 91l/E911 services in Delaware.
7.5 ANCILLARY TRAFFIC GENERALLY. Ancillary Traffic that may be
terminated at a BA Local Serving Wire Center pursuant to subsection 4.5 above
shall be subject to a separate transport charge for transport from the Local
Serving Wire Center to the appropriate Tandem Office, as set forth in Exhibit A.
8.0 NUMBER RESOURCES, RATE CENTERS AND RATING POINTS
8.1 Nothing in this Agreement shall be construed to limit or otherwise
adversely affect in any manner either Party's right to employ or to request and
be assigned any Central Office (NXX) Codes pursuant to the Central Office Code
Assignment Guidelines, as may be amended from time to time, or to establish, by
Tariff or otherwise, Rate Centers and Rating Points corresponding to such NXX
codes. Until such time as number administration is provided by a third party,
BA shall provide Focal access to telephone numbers by assigning NXX codes to
Focal in accordance with such Assignment Guidelines.
8.2 It shall be the responsibility of each Party to program and update its
own switches and network systems in accordance with the Local Exchange Routing
Guide ("LERG") in order to recognize and route traffic to the other Party's
assigned NXX codes at all times. Neither Party shall impose any fees or charges
whatsoever on the other Party for such activities, except as expressly set forth
in this Agreement.
8.3 Unless mandated otherwise by a Commission order, the Rate Center Areas
will be the same for each Party. During the term of this Agreement, Focal shall
adopt the Rate Center Areas and Rate Center Points that the Commission has
approved for BA, in all areas where BA and Focal service areas overlap, and
Focal shall assign whole NPA-NXX codes to each Rate Center unless the LEC
industry adopts alternative methods of utilizing NXXs in the manner adopted by
the NANP.
8.4 Focal will also designate a Routing Point for each assigned NXX code.
Focal shall designate one location for each Rate Center Area as the Routing
Point for the NPA-NXXs associated with that Area, and such Routing Point shall
be within the same LATA as the Rate Center Area but not necessarily within the
Rate Center Area itself.
8.5 Notwithstanding anything to the contrary contained herein, nothing in
this Agreement is intended to, and nothing in this Agreement shall be construed
to, in any way constrain Focal's choices regarding the size of the local calling
area(s) that Focal may establish for its Customers, which local calling areas
may be larger than, smaller than, or identical to, BA's local calling areas.
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9.0 NETWORK MAINTENANCE AND MANAGEMENT; OUTAGES
9.1 The Parties will work cooperatively to install and maintain a reliable
network. Focal and BA will exchange appropriate information (e.g., maintenance
----
contact numbers, network information, information required to comply with law
enforcement and other security agencies of the Government) to achieve this
desired reliability. In addition, the Parties will work cooperatively to apply
sound network management principles to alleviate or to prevent congestion.
9.2 Each Party recognizes a responsibility to follow the standards that
may be agreed to between the Parties and to employ characteristics and methods
of operation that will not interfere with or impair the service or any
facilities of the other or any third parties connected with or involved directly
in the network of the other.
9.3 INTERFERENCE OR IMPAIRMENT
If Party A reasonably determines that the characteristics and methods of
operation used by Party B will or may interfere with or impair its provision of
services, Party A shall have the right to discontinue Interconnection subject,
however, to the following:
9.3.1 Party A shall have given Party B ten (10) days' prior written
notice of interference or impairment or potential interference or impairment
which specifies the time within which Party B is to correct the condition; and,
9.3.2 Party A shall have concurrently provided a copy of the notice
provided to Party B under (a) above to the appropriate federal and/or state
regulatory bodies.
9.3.3 Notice in accord with subsections 9.3.1 and 9.3.2 above shall
not be required in emergencies and Party A may immediately discontinue
Interconnection if reasonably necessary to meet its obligations. In such case,
however, Party A shall use all reasonable means to notify Party B and the
appropriate federal and/or state regulatory bodies.
9.3.4 Upon correction of the interference or impairment, Party A will
promptly renew the Interconnection. During such period of discontinuance, there
will be no compensation or credit allowance by Party A to Party B for
interruptions.
9.4 REPEATED OR WILLFUL NONCOMPLIANCE
9.4.1 The Interconnection provided hereunder may be discontinued by
either Party upon thirty (30) days written notice to the other for repeated or
willful violation of and/or a refusal to comply with this Agreement. The Party
discontinuing will notify the appropriate federal and/or state regulatory bodies
concurrently with the notice to the other Party of the prospective
discontinuance.
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9.5 OUTAGE REPAIR STANDARD
In the event of an outage or trouble in any arrangement, facility, or
service being provided by a Party hereunder, the providing Party will follow
procedures for isolating and clearing the outage or trouble that are no less
favorable than those that apply to comparable arrangements, facilities, or
services being provided by the providing Party to any other carrier whose
network is connected to that of the providing Party. Focal and BA may agree to
modify those procedures from time to time based on their experience with
comparable Interconnection arrangements with other carriers.
9.6 NOTICE OF CHANGES -- SECTION 251(c)(5).
If a Party makes a change in its network which it believes will materially
affect the interoperability of its network with the other Party's network, the
Party making the change shall provide at least ninety (90) days advance written
notice of such change to the other Party.
10.0 JOINT NETWORK RECONFIGURATION AND GROOMING PLAN; AND INSTALLATION,
MAINTENANCE, TESTING AND REPAIR.
10.1 JOINT NETWORK RECONFIGURATION AND GROOMING PLAN. Within ninety (90)
days of the date the Parties first establish Interconnection hereunder, unless
the Parties agree to a different date, Focal and BA shall jointly develop a
grooming plan (the "Joint Plan") which shall define and detail, inter alia,
----- ----
a. modifications to the agreement on physical architecture consistent
with the guidelines defined in Section 4;
b. standards to ensure that Interconnection trunk groups experience a
grade of service, availability and quality which is comparable to that
achieved on interoffice trunks within BA's network and in accord with all
appropriate relevant industry-accepted quality, reliability and
availability standards. Trunks provided by either Party for
Interconnection services will be engineered using a design blocking
objective of B.01;
c. the respective duties and responsibilities of the Parties with
respect to the administration and maintenance of the trunk groups,
including, but not limited to, standards and procedures for notification
and discoveries of trunk disconnects;
d. disaster recovery provision escalation;
e. migration from one-way to two-way Interconnection Trunks upon
mutual agreement of the Parties;
f. actual meet point locations on the SONET system; and
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g. such other matters as the Parties may agree.
10.2 INSTALLATION, MAINTENANCE, TESTING AND REPAIR. BA's standard
intervals for Feature Group D Switched Exchange Access Services will be used for
Interconnection. Focal shall meet the same intervals for comparable
installations, maintenance, joint testing, and repair of its facilities and
services associated with or used in conjunction with Interconnection or shall
notify BA of its inability to do so and will negotiate such intervals in good
faith. The Parties agree that the standards to be used by each Party for
isolating and clearing any disconnections and/or other outages or troubles shall
be no less favorable than those applicable to comparable arrangements,
facilities, or services being provided by such Party to any other carrier whose
network is connected to that of the providing Party.
10.3 FORECASTING REQUIREMENTS FOR TRUNK PROVISIONING. Within sixty (60)
days of executing this Agreement, Focal shall provide BA a one (1) year traffic
forecast. This initial forecast will provide the amount of traffic to be
delivered to each of BA's End Offices affected by the exchange of traffic. The
forecast shall be updated and provided to BA on a quarterly basis, and include
Access Carrier Terminal Location (ACTL), traffic type (local/toll, operator
services, 911, etc.). code (identifies trunk group), A location/Z location (CLLI
codes), interface type (e.g., DS1), and trunks in service each year
(cumulative).
10.3.1 Initial Forecasts/Trunking Requirements. Because BA's
---------------------------------------
trunking requirements will, at least during an initial period, be dependent on
the customer segments and service segments within customer segments to whom
Focal decides to market its services, BA will be largely dependent on Focal to
provide accurate trunk forecasts for both inbound (from BA) and outbound (from
Focal) traffic. BA will, as an initial matter and upon request, provide the same
number of trunks to terminate local traffic to Focal as Focal provides to
terminate local traffic to BA, unless Focal expressly identifies particular
situations that are expected to produce traffic that is substantially skewed in
either the inbound or outbound direction, in which case BA will provide the
number of trunks Focal suggests. Upon the establishment of any new set of trunks
for traffic from BA to Focal, BA will monitor traffic for ninety (90) days, and
will, as necessary at the end of that period, either augment trunks or
disconnect trunks, based on the application of reasonable engineering criteria
to the actual traffic volume experienced. If, after such 90-day period, BA has
determined that the trunks are not warranted by actual traffic volumes, then, on
ten (10) days' written notice, BA may hold Focal financially responsible for
such trunks retroactive to the start of the 90-day period until such time as
they are justified by actual traffic volumes, based on the application of
reasonable engineering criteria. To the extent that BA requires Focal to install
trunks for delivery of traffic to BA, Focal may apply the same procedures with
respect to BA's trunking requirements.
11.0 UNBUNDLED ACCESS -- SECTION 251(c)(3).
To the extent required of each Party by Section 251 of the Act, each Party
shall offer to the other Party nondiscriminatory access to Network Elements on
an unbundled basis at any technically feasible point. BA shall unbundle and
separately price and offer Network Elements such that Focal
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will be able to lease and interconnect to whichever of the Network Elements
Focal requires, and to combine the BA-provided elements with any facilities and
services that Focal may itself provide, except that Focal shall not recombine
Network Elements purchased from BA for use as a substitute for the purchase at
wholesale rates of Telecommunications Services that BA provides unless otherwise
mandated by the FCC or the Commission or agreed to by BA with other carriers.
11. UNBUNDLED LOCAL LOOP ("ULL") TRANSMISSION TYPES
Subject to subsection 11.4, BA shall allow Focal to access the following
ULL types (in addition to those ULLs available under applicable tariffs)
unbundled from local switching and local transport in accordance with the terms
and conditions set forth in this subsection 11.1.
11.1.1 "2-Wire Analog Voice Grade ULL" or "Analog 2W" provides an
effective 2-wire channel with 2-wire interfaces at each end that is suitable for
the transport of analog voice grade (nominal 300 to 3000 Hz) signals and loop-
start signaling. The service is more fully described in Bell Atlantic TR-72565.
If "Customer-Specified Signaling" is requested, the service will operate with
one of the following signaling types that may be specified when the service is
ordered: loop-start, ground-start, loop-reverse-battery, and no signaling. The
service is more fully described in Bell Atlantic TR-72570.
11.1.2 "4-Wire Analog Voice Grade ULL" or "Analog 4W" provides an
effective 4-wire channel with 4-wire interfaces at each end that is suitable for
the transport of analog voice grade (nominal 300 to 3000 Hz) signals. The
service will operate with one of the following signaling types that may be
specified when the service is ordered: loop-start, ground-start, loop- reverse-
battery, duplex, and no signaling. The service is more fully described in Bell
Atlantic TR-72570.
11.1.3 "2-Wire ISDN Digital Grade ULL" or "BRI ISDN" provides a
channel with 2-wire interfaces at each end that is suitable for the transport of
160 kbps digital services using the ISDN 2B1Q line code.
11.1.4 "2-Wire ADSL-Compatible ULL" or "ADSL 2W" provides a channel
with 2-wire interfaces at each end that is suitable for the transport of digital
signals up to 6Mbps toward the Customer-and up to 640 kbps from the Customer. BA
will offer ADSL-Compatible ULLs only when the technology BA uses to provide such
ULLs is compatible with that of Focal. In addition, ADSL-Compatible ULLs will
be available only where existing copper facilities can meet applicable industry
standards.
11.1.5 "2-Wire HDSL-Compatible ULL" or "HDSL 2W" provides a channel
with 2-wire interfaces at each end that is suitable for the transport of 784
kbps digital signals simultaneously in both directions using the 2B1Q line code.
HDSL compatible ULLs will be available only where existing copper facilities can
meet the specifications.
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11.1.6 "4-Wire HDSL-Compatible ULL" or "HDSL 4W" provides a channel
with 4-wire interfaces at each end. Each 2-wire channel is suitable for the
transport of 784 kbps digital signals simultaneously in both directions using
the 2B1Q line code. HDSL compatible ULLs will be available only where existing
copper facilities can meet the specifications.
11.1.7 ULLs will be offered on the terms and conditions specified
herein and on such other terms in applicable Tariffs that are not inconsistent
with the terms and conditions set forth herein. BA shall make ULLs available to
Focal at the rates specified by the Commission, as amended from time to time,
subject to the provisions of subsection 11.1.8 below.
11.1.8 BA will make Analog 2-Wire ULLs available for lease by Focal in
accordance with the schedule set forth in Schedule 3.0. BA will make BRI ISDN
and Analog 4W ULLs available for lease by Focal by the later of January 1, 1997,
or the date when the ULL milestone contained in Schedule 3.0 is achieved in the
LATA. BA will make ADSL 2W, HDSL 2W, and HDSL 4W ULLs available for lease by
Focal as soon as practicable, but in any event no later than six months, after
BA makes the services using equivalent loop facilities commercially available to
its own end-user Customers in Delaware. Upon request by either BA or Focal, the
Parties shall agree upon a reasonable schedule and location for a technical and
operational trial(s) of ADSL 2W, HDSL 2W, and/or HDSL 4W ULLs. Such trial(s)
may, by mutual agreement, be conducted in any jurisdiction in which affiliates
of BA and Focal both operate. Upon successful completion of such trial(s), the
Parties shall agree upon an implementation schedule for the ULL type(s) subject
to such trial(s), which schedule shall begin no later than ninety (90) days
after successful completion of such trial(s).
11.2 PORT TYPES
BA shall make available to Focal unbundled 2-wire analog line and 2-wire
analog trunk Ports on the terms and conditions specified herein and on such
other terms in applicable Tariffs that are not inconsistent with the terms and
conditions set forth herein. BA will offer Focal Ports utilizing other
technologies as they become available, upon bona fide request by Focal.
11.3 TRUNK SIDE LOCAL TRANSPORT
BA shall provide Focal local transport from the trunk side of BA's Central
Office Switches using private lines and special access services unbundled from
switching and other services in accordance with the terms and conditions of BA's
existing or filed Tariffs, as referenced in Exhibit A.
11.4 LIMITATIONS ON UNBUNDLED ACCESS
11.4.1 Unless otherwise mandated by the FCC or the Commission or
agreed to by BA with other carriers, Focal may not cross-connect a BA-provided
ULL to a BA- provided Port, but instead shall purchase a network access line
under applicable tariffs.
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11.4.2 BA shall only be required to make available ULLs and Ports
where such ULLs and Ports are available.
11.4.3 Focal shall access BA's unbundled Network Elements specifically
identified in this Agreement via Collocation in accordance with Section 13 at
the BA Wire Center where those elements exist and each ULL or Port shall be
delivered to Focal's Collocation by means of a Cross Connection.
11.4.4 BA shall provide Focal access to its Unbundled Local Loops at
each of BA's Wire Centers for loops terminating in that Wire Center. In
addition, if Focal requests one or more ULLs provisioned via Integrated Digital
Loop Carrier or Remote Switching technology deployed as a ULL concentrator, BA
shall, where available, move the requested ULL(s) to a spare, existing physical
ULL at no additional charge to Focal. If, however, no spare physical ULL is
available, BA shall within three (3) business days of Focal's request notify
Focal of the lack of available facilities. Focal may then at its discretion make
a Network Element Bona Fide Request to BA to provide the Unbundled Local Loop
through the demultiplexing of the integrated digitized ULL(s). Focal may also
make a Network Element Bona Fide Request for access to Unbundled Local Loops at
the ULL concentration site point. Alternatively, Focal may choose to avail
itself of BA's Special Construction services, as set forth in Exhibit A, for the
provisioning of such ULL(s). Notwithstanding anything to the contrary in this
Agreement, the provisioning intervals set forth in subsection 11.6 and the
Performance Criteria and Performance Interval Dates set forth in subsection 27.1
and Schedule 27, respectively, shall not apply to ULLs provided under this
subsection 11.4.4.
11.4.5 If Focal orders a ULL type and the distance requested on such
ULL exceeds the transmission characteristics in applicable technical references,
distance extensions may be required and additional rates and charges shall apply
as set forth in Exhibit A or applicable Tariffs.
11.4.6 BA will exercise all reasonable efforts to ensure that the
service intervals that apply to ULLs and unbundled Ports are comparable to the
(i) repair intervals that apply to the bundled dial tone line service, and (ii)
installation intervals that apply to other BA-coordinated services, except as
provided in Section 27. Although BA will make commercially reasonable efforts
to ensure that ULLs and unbundled ports meet specified or agreed-upon technical
standards, BA makes no warranty that the ULLs or unbundled Ports supplied by BA
hereunder will be compatible with the services Focal may offer to its Customers
if they are used in a manner not contemplated by the Parties.
11.5 AVAILABILITY OF OTHER NETWORK ELEMENTS ON AN UNBUNDLED BASIS
11.5.1 BA shall, upon request of Focal, and to the extent technically
feasible, provide to Focal access to its Network Elements on an unbundled basis
for the provision of Focal's Telecommunications Service. Any request by Focal
for access to an BA Network Element that is not already available shall be
treated as a Network Element Bona Fide Request. Focal shall provide BA
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access to its Network Elements as mutually agreed by the Parties or as required
by the Commission or FCC.
11.5.2 A Network Element obtained by one Party from the other Party
under this subsection 11.5 may be used in combination with the facilities of the
requesting Party only to provide a Telecommunications Service, including
obtaining billing and collection, transmission, and routing of the
Telecommunications Service.
11.5.3 Notwithstanding anything to the contrary in this subsection
11.5, a Party shall not be required to provide a proprietary Network Element to
the other Party under this subsection 11.5 except as required by the Commission
or FCC.
11.6 PROVISIONING OF UNBUNDLED LOCAL LOOPS
The following coordination procedures shall apply for conversions of "live"
Telephone Exchange Services to ULLs. These and other mutually agreed-upon
procedures shall apply reciprocally for the "live" cutover of Customers from BA
to Focal and from Focal to BA.
11.6.1 Upon request by Focal, BA will apply the following coordination
procedures to conversions of live Telephone Exchange Services to ULLs.
Coordinated cutover charges will apply to any such arrangement, only to the
extent provided by Section A.4.a of Exhibit A. If Focal elects not to request
coordinated cutover, BA will process Focal's request in the normal course and
subject to the normal installation intervals.
11.6.2 Focal shall request ULLs from BA by delivering to BA a valid
electronic transmittal service order (when available) or another mutually
agreed-upon type of service order. Such service order shall be provided in
accordance with industry format and specifications or such format and
specifications as may be agreed to by the Parties. Within forty-eight (48)
hours of BA's receipt of such valid service order, BA shall provide Focal the
firm order commitment date according to the Performance Interval Dates set forth
in Schedule 27 by which the ULLs covered by such service order will be
installed. In addition, BA shall provide Focal with the related ULL design
information, if available, at least forty eight (48) hours prior to the
scheduled cutover time.
11.6.3 On each ULL order in a Wire Center, Focal and BA will agree on
a cutover time at least forty eight (48) hours before that cutover time. The
cutover time will be defined as a 15-30 minute window within which both the
Focal and BA personnel will make telephone contact to complete the cutover.
11.6.4 Within the appointed 15-30 minute cutover time, the Focal
person will call the BA organization designated to coordinate cross-connection
work and when the BA organization is reached in that interval such work will be
promptly performed.
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11.6.5 If Focal requires a change in scheduling, it must contact BA
to issue a supplement to the original order. The negotiations process to
determine the date and time of cutover will then be reinitiated as usual.
11.6.6 If the Focal person is not ready within the appointed interval
and if Focal had not called to reschedule the work at least two (2) hours prior
to the start of the interval, Focal shall be liable for the non-recurring charge
for the unbundled elements scheduled for the missed appointment. In addition,
non-recurring charges for the rescheduled appointment will apply.
11.6.7 If BA is not available or not ready at any time during the
appointed 15-30 minute interval, Focal and BA will reschedule and BA will waive
the non-recurring charge for the unbundled elements originally scheduled for
that interval, whenever those unbundled elements are actually cut over pursuant
to an agreed-upon rescheduling.
11.6.8 The standard time expected from disconnection of a live
Telephone Exchange Service to the connection of the unbundled element to the
Focal Collocation Arrangement is fifteen (15) minutes per voice grade circuit
for all orders consisting of fifteen (15) ULLs or less. Orders involving more
than fifteen (15) ULLs will require a negotiated interval.
11.6.9 If unusual or unexpected circumstances prolong or extend the
time required to accomplish the coordinated cutover, the Party responsible for
such circumstances is responsible for the reasonable labor charges of the other
Party. Delays caused by the Customer are the responsibility of Focal.
11.6.10 If Focal has ordered INP as part of an ULL installation, BA
will coordinate implementation of INP with the ULL installation. BA's provision
of unbundled elements shall in all cases be subject to the availability of
suitable facilities, to the extent permitted by Section 251 of the Act.
11.6.11 If Focal requests or approves a BA technician to perform
services on the network side of the Rate Demarcation Point beyond normal
installation of the ULLs covered by the service order, BA may charge Focal for
any additional and reasonable labor charges to perform such services. BA may
also charge Focal its normal overtime rates for services Focal requests to be
performed outside of BA's normal business hours (M-F, 9 am to 5 pm, E.S.T.).
11.7 MAINTENANCE OF UNBUNDLED LOCAL LOOPS
If (i) Focal reports to BA a Customer trouble, (ii) Focal requests a
dispatch, (iii) BA dispatches a technician, and (iv) such trouble was not caused
by BA's facilities or equipment, then Focal shall pay BA a per-trip charge and
labor charges per quarter hour increments for time associated with said
dispatch, as set forth in Exhibit A. In addition this charge also applies in
situations when the Customer contact as designated by Focal is not available at
the appointed time. Focal accepts responsibility for initial trouble isolation
and providing BA with appropriate dispatch
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information based on their test results. If, as the result of Focal
instructions, BA is erroneously requested to dispatch within the Central Office,
BA may levy on Focal an appropriate charge.
11.8 RATES AND CHARGES
BA shall charge the non-recurring and monthly recurring rates for unbundled
Local Loops and other Network Elements set forth in Exhibit A.
12.0 RESALE - SECTIONS 251(c)(4) AND 251(b)(1).
12.1 AVAILABILITY OF RETAIL RATES FOR RESALE
Each Party shall make available its Telecommunications Services for resale
at the retail rates set forth in its Tariffs to the other Party in accordance
with Section 2251(b)(1) of the Act. In addition, BA and Focal shall each allow
the resale by the other of all Telecommunications Services that are offered
primarily or entirely to other Telecommunications Carriers (e.g., Switched and
----
special Exchange Access Services) at the rates already applicable to such
services. BA shall also allow the resale by Focal of such other non-
Telecommunications Services as BA, in its sole discretion, determines to provide
for resale under terms and conditions to be agreed to by the Parties.
12.2 AVAILABILITY OF WHOLESALE RATES FOR RESALE
BA shall make available to Focal for resale all Telecommunications Services
that BA provides at retail to Customers that are not Telecommunications Carriers
at the retail prices set forth in BA's Tariffs less the wholesale discount set
forth in Exhibit A in accordance with Section 251(c)(4) of the Act. Such
services shall be provided in accordance with the terms of the applicable retail
services Tariff(s), including, without limitation, user or user group
restrictions, as the case may be, subject to the requirement that such
restrictions shall in all cases comply with the requirements of Section 251 of
the Act and the FCC Regulations regarding restrictions on resale. The Parties
may also agree to negotiate term and/or volume discounts for resold services.
12.3 AVAILABILITY OF SUPPORT SERVICES AND BRANDING, FOR RESALE
BA shall make available to Focal the various support services for resale
described in Schedule 12.3 hereto in accordance with the terms set forth
therein. In addition, to the extent required by Applicable Laws, upon request
by Focal and at prices, terms and conditions to be negotiated by Focal and BA,
BA shall provide BA Retail Telecommunications Services (as defined in Schedule
12.3) that are identified by Focal's trade name, or that are not identified by
trade name, trademark or service mark.
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12.4 ADDITIONAL TERMS GOVERNING RESALE AND USE OF BA SERVICES
12.4.1 Focal shall comply with the provisions of this Agreement
(including, but not limited to, all applicable BA Tariffs) regarding resale or
use of BA services. In addition, Focal shall make reasonable efforts in good
faith to ensure that its Customers comply with the provisions of BA's Tariffs
applicable to their use of BA's Telecommunications Services.
12.4.2 Without in any way limiting subsection 12.4.1, Focal shall not
resell (a) residential service to business or other nonresidential Customers of
Focal, (b) Lifeline or other means-tested service offerings, or grandfathered
service offerings, to persons not eligible to subscribe to such service
offerings from BA, or (c) any other BA service in violation of any user or user
group restriction that may be contained in the BA Tariff applicable to such
service to the extent such restriction is not prohibited by Applicable Laws. In
addition, Focal shall be subject to the same limitations that BA's own retail
Customers may be subject to with respect to any Telecommunications Service that
BA may, in its discretion and to the extent not prohibited by Applicable Laws,
discontinue offering. Except as otherwise provided by this Agreement or
Applicable Laws, BA will give Focal notice in writing or electronically (which
may be by giving, Focal access to a database or an Internet site that contains
the applicable information, or by other electronic means) of material
modification of the operation, or discontinuance, of BA Retail
Telecommunications Services (as defined in Schedule 12.3) furnished under this
Agreement for resale at least 60 days prior to the time the material
modification or discontinuance becomes effective.
12.4.3 BA shall not be obligated to offer to Focal at a wholesale
discount Telecommunications Services that BA offers at a special promotional
rate if such promotions are for a limited duration of ninety (90) days or less.
12.4.4 Focal shall provide to BA, in accordance with BA's Tariffs,
adequate assurance of payment of charges due to BA in connection with Focal's
purchase of BA Telecommunications Services for resale. For the purposes of
providing such adequate assurance of payment, Focal shall be deemed to be a
business customer, even if Focal is purchasing Telecommunications Services for
resale to residential customers.
12.4.5 Focal shall not be eligible to participate in any BA plan or
program under which BA end user retail Customers may obtain products or
merchandise, or services which are not Bell Atlantic Retail Telecommunications
Services (as defined in Schedule 12.3), in return for trying, agreeing to
purchase, purchasing, or using Bell Atlantic Retail Telecommunications Services.
13.0 COLLOCATION -- SECTION 251(c)(6).
13.1 BA shall offer to Focal Physical Collocation of equipment necessary
for Interconnection (pursuant to Section 4) or for access to unbundled Network
Elements (pursuant to Section 11.0), except that BA may offer only Virtual
Collocation if BA demonstrates to the
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Commission that Physical Collocation is not practical for technical reasons or
because of space limitations, as provided in Section 251(c)(6) of the Act. BA
shall provide such Collocation solely for the purpose of Interconnection with
facilities or services of BA or access to unbundled Network Elements of BA,
except as otherwise mutually agreed to in writing by the Parties or as required
by the FCC or the Commission, subject to applicable federal and state Tariffs.
13.2 Although not required to do so by Section 251(c)(6) of the Act, by
this Agreement, Focal agrees to offer to BA Collocation (at Focal's option
either Physical or Virtual) of equipment for purposes of Interconnection
(pursuant to Section 4) on a non-discriminatory basis and at comparable rates,
terms and conditions as Focal may provide to other third parties. Focal shall
provide such Collocation subject to applicable Tariffs.
13.3 Where Focal is Virtually Collocated on the date hereof on a premise
that was initially prepared for Physical Collocation for Focal, Focal may elect
to (i) retain its Virtual Collocation in that premises, and/or (ii) establish
Physical Collocation in that premises pursuant to current procedures and
applicable Tariffs. BA will not assess to Focal non-recurring charges for
central office common area construction to transition existing virtual
collocation arrangements to physical collocation arrangements in offices where
Focal previously paid such charges. BA will also waive cage construction
charges for cages of the same size originally paid for by Focal. Focal shall
coordinate with BA for rearrangement of Focal's equipment, facilities, and
circuits. All applicable Physical Collocation recurring charges shall apply.
13.4 Where Focal is Virtually Collocated on the date hereof on a premise
that was initially prepared for Focal as Virtual Collocation, Focal may elect to
(i) retain its Virtual Collocation in that premises, or (ii) unless it is not
practical for technical reasons or because of space limitations, convert its
Virtual Collocation at such premises to Physical Collocation, in which case
Focal shall coordinate the construction and rearrangement with BA of its
equipment, facilities, and circuits, and for which Focal shall pay BA at
applicable Tariff rates. In addition, all Physical Collocation recurring
charges shall apply.
13.5 For both Physical Collocation and Virtual Collocation, the
Collocating Party shall provide its own or third-party leased transport
facilities and terminate those transport facilities in equipment located in its
Physical Collocation space, or in its virtually collocated equipment, at the
Housing Party's premises as described in applicable Tariffs, and purchase Cross
Connection to services or facilities as described in applicable Tariffs.
13.6 Collocation shall occur under the terms of each Party's applicable
and available Tariffs. Collocation is offered for network Interconnection
between the Parties. Unless otherwise agreed to by the Parties or either Party
is required by Applicable Laws to permit on its collocated premises, neither
Party shall use a Collocation Arrangement to directly interconnect with a third
party's equipment or facilities collocated at the same location.
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SECTION 251(b) PROVISIONS
14.0 NUMBER PORTABILITY - SECTION 251(b)(2).
14.1 SCOPE
14.1.1 The Parties shall provide Local Telephone Number Portability
("LTNP") on a reciprocal basis to each other to the extent technically feasible,
and in accordance with rules and regulations as from time to time prescribed by
the FCC and/or the Commission.
14.1.2 Until Permanent Number Portability is implemented by the
industry pursuant to regulations issued by the FCC and/or the Commission, the
Parties agree to reciprocally provide Interim Number Portability to each other
at the prices listed in Exhibit A. Such agreed-upon prices for INP are not
intended to reflect either Party's views on the cost recovery mechanisms being
considered by the FCC in its current proceeding on number portability issues.
14.1.3 Upon the agreement of the Parties or issuance of applicable FCC
and/or Commission order(s) or regulations mandating the adoption of a Permanent
Number Portability ("PNP") arrangement, BA and Focal will commence migration
from INP to the agreed-upon or mandated PNP arrangement as quickly as
practically possible while minimizing interruption or degradation of service to
their respective Customers. Once PNP is implemented, either Party may withdraw,
at any time and at its sole discretion, its INP offerings, subject to advance
notice to the other Party and coordination to allow the seamless and transparent
conversion of INP Customer numbers to PNP. Upon implementation of PNP pursuant
to FCC or Commission regulation, both Parties agree to conform and provide such
PNP. To the extent PNP rates or cost recovery mechanisms are not established by
the applicable FCC or Commission order or regulation mandating the adoption of
PNP, the Parties will negotiate in good faith the charges or cost recovery
mechanism for PNP service at such time as a PNP arrangement is adopted by the
Parties.
14.1.4 Under either an INP or PNP arrangement, Focal and BA will
implement a process to coordinate LTNP cutovers with ULL conversions (as
described in Section 11 of this Agreement).
14.2 PROCEDURES FOR PROVIDING INP THROUGH REMOTE CALL FORWARDING
Focal and BA will provide INP through Remote Call Forwarding as follows:
14.2.1 A Customer of one Party ("Party A") elects to become a Customer
of the other Party ("Party B"). The Customer elects to utilize the original
telephone number(s) corresponding to the Telephone Exchange Service(s) it
previously received from Party A, in conjunction with the Telephone Exchange
Service(s) it will now receive from Party B. Upon receipt of a service order
from Party B requesting assignment of the number(s) to Party B, Party A will
implement an arrangement whereby all calls to the original telephone number(s)
will be forwarded
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to a new telephone number(s) designated by Party B, only within the same
Exchange Area as the original telephone number(s). Party A will route the
forwarded traffic to Party B over the appropriate traffic exchange trunk groups.
14.2.2 Party B will become the customer of record for the original
Party A telephone number(s) subject to the INP arrangements. Upon the execution
of an appropriate billing services agreement or such other mutually agreed-upon
arrangement between the Parties, Party A shall use its reasonable efforts to
consolidate into as few billing statements as possible collect, calling card,
and third-number billed calls associated with the number(s), with sub-account
detail by retained number.
14.2.3 Party A will update its Line Information Database ("LIDB")
listings for retained numbers, and restrict or cancel calling cards associated
with those forwarded numbers as directed by Party B. In addition, Party A will
update the retained numbers in the LIDB with the screening options provided by
Party B on a per order basis. Party B shall determine which of the screening
options offered by Party A should apply to the Party B Customer account.
14.2.4 Party B will outpulse the telephone number to which the call
has been forwarded to the 911 Tandem Office. Party B will also provide the 911
database with both the forwarded number and the directory number, as well as the
appropriate address information of the Customer.
14.2.5 Party A shall be permitted to cancel INP arrangements and
reassign the telephone number(s) upon receipt of notification from Party B or a
third party that is authorized to act on behalf of the Customer. Party A shall
provide notification to Party B of third party orders affecting the INP service
of a Party B Customer. The Parties agree to work cooperatively to develop
procedures or adopt industry standards or practices concerning the initiation
and termination of INP service in a multi-carrier environment.
14.2.6 The INP service offered herein shall not initially apply to NXX
Codes 555, 915, 976, or 950, or for Feature Group A or coin telephone service.
Upon request of either Party, provision of INP to these services will be
mutually negotiated between the parties and provided to the extent feasible
under negotiated rates, terms and conditions. INP shall not apply for any
arrangement that would render the forwarded call Toll Traffic.
14.2.7 The ordering of INP arrangements and the exchange of screening
information shall be made in accordance with industry-accepted (e. g. OBF
- -
developed) format and specifications to the extent they have been implemented by
the Parties.
14.3 PROCEDURES FOR PROVIDING INP THROUGH DIRECT INWARD DIAL TRUNKS (FLEX-
DID)
Either Party may also request INP through Direct Inward Dial Trunks
pursuant to any applicable Tariffs.
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14.4 PROCEDURES FOR PROVIDING LTNP THROUGH FULL NXX CODE MIGRATION Where
either Party has activated an entire NXX for a single Customer, or activated a
substantial portion of an NXX for a single Customer, with the remaining numbers
in that NXX either reserved for future use by that Customer or otherwise unused,
if such Customer chooses to receive Telephone Exchange Service from the other
Party, the first Party shall cooperate with the second Party to have the entire
NXX reassigned in the LERG (and associated industry databases, routing tables,
etc.) to an End Office operated by the second Party. Such transfer will be
accomplished with appropriate coordination between the Parties and subject to
appropriate industry lead-times for movements of NXXs from one switch to
another. Neither Party shall charge the other in connection with this
coordinated transfer.
14.5 RECEIPT OF TERMINATING COMPENSATION ON TRAFFIC TO INP'ED NUMBERS
The Parties agree in principle that, under the INP arrangements described
in subsections 14.2 and 14.3 above, terminating compensation on calls to INP'ed
numbers should be received by each Customer's chosen LEC as if each call to the
Customer had been originally addressed by the caller to a telephone number
bearing an NPA-NXX directly assigned to the Customer's chosen LEC. In order to
accomplish this objective where INP is employed, the Parties shall utilize the
process set forth in this subsection 14.5 whereby terminating compensation on
calls subject to INP will be passed from the Party (the "Performing Party")
which performs the INP to the other Party (the "Receiving Party") for whose
Customer the INP is provided.
14.5.1 The Parties shall individually and collectively make best
efforts to track and quantify INP traffic between their networks based on the
CPN of each call by identifying CPNs which are INP'ed numbers. The Receiving
Party shall charge the Performing Party for each minute of INP traffic at the
INP Traffic Rate specified in subsection 14.5.3 in lieu of any other
compensation charges for terminating such traffic, except as provided in
subsection 14.5.2.
14.5.2 By the Interconnection Activation Date in each LATA, the
Parties shall jointly estimate for the prospective six months, based on historic
data of all traffic in the LATA, the percentages of such traffic that, if dialed
to telephone numbers bearing NPA-NXXs directly assigned to a Receiving Party (as
opposed to the INP'ed number), would have been subject to (i) Reciprocal
Compensation ("Recip Traffic"), (ii) appropriate intrastate FGD charges ("Intra
Traffic"), (iii) interstate FGD charges ("Inter Traffic"), or (iv) handling as
Transit Traffic. On the date which is six (6) months after the Interconnection
Activation Date, and thereafter on each succeeding six month anniversary of such
Interconnection Activation Date, the Parties shall establish new INP traffic
percentages to be applied in the prospective six (6) month period, based on the
Performing Party's choice of actual INP traffic percentages from the preceding
six (6) month period or historic data of all traffic in the LATA.
14.5.3 The INP Traffic Rate shall be equal to the sum of:
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(Recip Traffic percentage times the Reciprocal Compensation Rate set forth in
Exhibit A)
plus
----
(Intra Traffic percentage times Receiving Party's effective intrastate FGD
-----
rates)
plus
----
(Inter Traffic percentage times Receiving Party's effective interstate FGD
-----
rates).
The Receiving Party shall compensate the Performing Party for its billing
and collection of charges for the intrastate and interstate FGD access services
provided by the Receiving Party to a third party through the greater of (i) the
difference between the intrastate and interstate FGD rates of the Receiving
Party and the Performing Party, or (ii) three percent (3%) of the Performing
Party's intrastate and interstate FGD revenues for INP'ed numbers. Under no
circumstances shall the Performing Party, in performing the billing and
collections service on behalf of the Receiving Party, be obligated to pass
through more than ninety seven percent (97%) of its FGD access charge to the
Receiving Party in connection with any given INP'ed call.
14.6 RECOVERY OF INTP COSTS PURSUANT TO FCC ORDER AND RULEMAKING
Notwithstanding anything to the contrary contained in this Section 14, in
light of the FCC's First Report and Order and Further Notice of Proposed
Rulemaking, adopted June 27, 1996, in CC Docket 95-116 (the "Order"), the
Parties stipulate and agree as follows:
14.6.1 The rates listed in Exhibit A for the provision of INP are
appropriate amounts that each Party providing INP service should recover for the
provision of those INLP functionalities in BA's operating territory. For the
INP functions it provides, each Party should be allowed to recover these amounts
in a manner consistent with any final FCC and/or Commission order on INP cost
recovery (such as a state-wide fund contributed to by all telecommunications
carriers).
14.6.2 Within three (3) weeks of the Effective Date, the Parties will
jointly seek a Commission proceeding and ruling to develop and implement an INP
cost recovery mechanism consistent with the policy described in the Order and/or
any subsequent FCC or Commission decision.
14.6.3 Until such time as a final FCC and/or Commission order,
pursuant to subsection 14.6.2 above, is implemented, each Party will provide INP
service to the other Party at the INP rates listed in Exhibit A. All revenues
received by the providing Party from its provision of INP service to the other
Party shall be placed into an escrow fund maintained by or tracked separately by
the providing Party. Upon issuance of a final FCC and/or Commission order, and
to the extent that it permits the Party providing INP to recover the associated
costs from a state-wide fund, the providing Party shall refund to the purchasing
Party an amount equal to the amount it recovers from such fund for its provision
of INP service to the purchasing Party from the Effective Date, provided that in
no event shall the refund amount exceed the aggregate amount the providing Party
has received from the purchasing Party for INP services. If no such fund is
ordered or
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established, the providing Party shall retain the full amount of the revenues
tracked or held in escrow by it pursuant to this subsection 14.6.3.
14.6.4 The Parties agree that neither Party waives its rights to
advocate its views that are consistent with this subsection 14.6 on the
appropriate INP cost recovery mechanism, or to present such views before any
relevant regulatory body or other agency as they relate to FCC or Commission
actions on INP cost recovery.
15.0 DIALING PARITY - SECTION 251(b)(3).
BA and Focal shall each provide the other with nondiscriminatory access to
such services and information as are necessary to allow the other Party to
implement dialing parity for Telephone Exchange Service, operator services,
directory assistance, and directory listing information with no unreasonable
dialing delays, as required under Section 251(b)(3) of the Act.
16.0 ACCESS TO RIGHTS-OF-WAY -- SECTION 251(b)(4).
Each Party shall provide the other Party access to its poles, ducts,
rights-of-way and conduits it owns or controls in conformance with 47 U.S.C. (S)
224, as set forth in Exhibit A, where facilities are available, on terms,
conditions and prices comparable to those offered to any other entity pursuant
to each Party's applicable Tariffs. Where no such Tariffs exist, such access
shall be provided in accordance with the requirements of 47 U.S.C. (S) 224,
including any FCC regulations that may be issued. In addition, the Parties
agree to review any existing rights-of-way arrangements between them in order to
bring such arrangements into conformance with the requirements of 47 U.S.C. (S)
224 within ninety (90) days of the date hereof. In conducting such review and
making the necessary conforming changes, if any, the Parties agree to consider
the appropriateness of applying such changes on a retroactive basis to the date
hereof. If the Parties are unable to agree on the necessary changes to the
existing arrangements or the appropriateness of applying them on a retroactive
basis, the Parties may invoke the procedures set forth in subsection 29.9 below.
17.0 DATABASES AND SIGNALING.
17.1 Each Party shall provide the other Party with access to databases and
associated signaling necessary for call routing and completion by providing SS7
Common Channel Signaling (CCS) Interconnection in accordance with existing
Tariffs, and Interconnection and access to 800/888 databases, LIDB, and any
other necessary databases in accordance with existing Tariffs and/or agreements
with other unaffiliated carriers, as set forth in the Exhibit A. Alternatively,
either Party may secure CCS Interconnection from a commercial SS7 hub provider,
and in that case the other Party will permit the purchasing Party to access the
same databases as would have been accessible if the purchasing party had
connected directly to the other Party's CCS network.
17.2 The Parties will provide CCS Signaling to one another, where and as
available, in conjunction with all Local Traffic, Toll Traffic, Meet Point
Billing Traffic, and Transit Traffic. The
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Parties will cooperate on the exchange of TCAP messages to facilitate
interoperability of CCS-based features between their respective networks,
including all CLASS features and functions, to the extent each Party offers such
features and functions to its Customers. All CCS Signaling parameters will be
provided upon request (where available), including called party number, calling
party number, originating line information, calling party category, and charge
number. All privacy indicators will be honored. The Parties will follow all
Ordering and Billing Forum-adopted standards pertaining to CIC/OZZ codes. Where
CCS Signaling is not available, in-band multi-frequency (MF) wink start
signaling will be provided. Any such MF arrangement will require a separate
local trunk circuit between the Parties' respective switches. In such an
arrangement, each Party will outpulse the full ten-digit telephone number of the
called party to the other Party.
17.3 Each Party shall provide trunk groups, where available and upon
reasonable request, that are configured utilizing the B8ZS ESF protocol for 64
kbps clear channel transmission to allow for ISDN interoperability between the
Parties' respective networks.
17.4 The following publications describe the practices, procedures and
specifications generally utilized by BA for signaling purposes and is listed
herein to assist the Parties in meeting their respective Interconnection
responsibilities related to Signaling:
a. Bellcore Special Report SR-TSV-002275, BOC Notes on the LEC
Networks - Signaling; and
b. Bell Atlantic Supplement Common Channel Signaling Network
Interface Specification (BA-905).
17.5 Each Party shall charge the other Party mutual and reciprocal rates
for CCS Signaling as follows: BA shall charge Focal in accordance with Exhibit
A hereto and applicable Tariffs; Focal shall charge BA rates equal to the rates
BA charges Focal, unless Focal's Tariffs for CCS signaling provide for lower
generally available rates, in which case Focal shall charge BA such lower rates.
18.0 COORDINATED SERVICE ARRANGEMENTS.
18.1 INTERCEPT AND REFERRAL ANNOUNCEMENTS. When a Customer changes its
service provider from BA to Focal, or from Focal to BA, and does not retain its
original telephone number, the Party formerly providing service to such Customer
shall provide a referral announcement ("Referral Announcement") on the abandoned
telephone number which provides details on the Customer's new number or provide
other appropriate information to the extent known. Referral Announcements shall
be provided reciprocally, free of charge to either the other Party or the
Customer to the extent the providing Party does not charge its own customers for
such service, for a period of not less than four (4) months after the date the
Customer changes its telephone number in the case of business Customers and not
less than sixty (60) days after the date the Customer changes its telephone
number in the case of residential Customers. However, if either Party provides
Referral Announcements for different periods than the above respective periods
when its Customers
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change their telephone numbers, such Party shall provide the same level of
service to Customers of the other Party.
18.2 COORDINATED REPAIR CALLS. Focal and BA will employ the following
procedures for handling misdirected repair calls:
18.2.1 Focal and BA will educate their respective Customers as to the
correct telephone numbers to call in order to access their respective repair
bureaus.
18.2.2 To the extent Party A is identifiable as the correct provider
of service to Customers that make misdirected repair calls to Party 13, Party B
will immediately refer the Customers to the telephone number provided by Party
A, or to an information source that can provide the telephone number of Party A,
in a courteous manner and at no charge. In responding to misdirected repair
calls, neither Party shall make disparaging remarks about the other Party, its
services, rates, or service quality.
18.2.3 Focal and BA will provide their respective repair contact
numbers to one another on a reciprocal basis.
18.3 CUSTOMER AUTHORIZATION. In order for either Party to order or
terminate service on behalf of the other Party's Customer, the requesting Party
must have proper written authorization from the customer in its files, and
provide a copy of such authorization to the other Party upon request. In the
event the requesting Party (i) fails to provide a copy of the Customer's proper
written authorization upon request, (ii) requests changes in the other Party's
Customer's service without having such authorization in its files, or (iii)
mistakenly changes the other Party's Customer's service, the requesting Party
shall be liable to the other Party for all charges that would be applicable to
the Customer for restoring service to the other Party.
19.0 DIRECTORY SERVICES ARRANGEMENTS
BA will, upon request, provide the following directory services to Focal in
accordance with the terms set forth herein. In this Section 19, references to a
Focal Customer's "primary listing" shall mean such Customer's name, address, and
main telephone number, which number falls within the NXX codes directly assigned
to Focal or is retained by Focal on the Customer's behalf pursuant to LTNP
arrangements with BA or any other carrier within the geographic area covered in
the relevant BA directory.
19.1 DIRECTORY LISTINGS AND DIRECTORY DISTRIBUTIONS
19.1.1 BA will include the Focal Customer's primary listing in its
"White Pages" directory (residence and business listings) and "Yellow Pages"
directory (business listings) that cover the address of the Customer. Listings
of Focal's Customers will be interfiled with listings of BA's Customers and the
Customers of other LECs included in the BA directories. Focal will pay BA a
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non-recurring charge as set forth in Exhibit A for providing such service for
each Focal Customer's primary listing. Focal will also pay BA's Tariffed
charges, as the case may be, for additional and foreign white page listings and
other white pages services for Focal's Customers. BA will not require a minimum
number of listings per order.
19.1.2 BA will also include the Focal Customer's primary listing in
BA's directory assistance database on the same basis that BA's own Customers are
included, as well as in any electronic directories in which BA's Customers are
ordinarily included, for no charge other than the charges identified in
subsection 19.1.1.
19.1.3 BA will distribute to Focal Customers copies of their primary
white pages and yellow pages directories at the same time and on the same basis
that BA distributes primary directories to its own Customers. BA will also
deliver a reasonable number of such directories to Focal. These distributions
will be made for no additional charge. Focal and its Customers may request
additional directories from BA's Directory Fulfillment Centers, which Centers
will provide such additional directories for the same charges applicable to
comparable requests by BA Customers.
19.1.4 BA will include all Focal NXX codes associated with the areas
to which each directory pertains, along with BA's own NXX codes in any maps or
lists of such codes which are contained in the general reference portions of the
directories. Focal's NXX codes shall appear in such maps or lists in the same
manner as BA's NXX information.
19.1.5 Focal shall provide BA with daily listing information on all
new Focal Customers in the format required by BA or a mutually-agreed upon
industry standard format. The information shall include the Customer's name,
address, telephone number, the delivery address and number of directories to be
delivered, and, in the case of a business listing, the primary business heading
under which the business Customer desires to be placed, and any other
information necessary for the publication and delivery of directories. Focal
will also provide BA with daily listing information showing Customers that have
disconnected or terminated their service with Focal. BA will provide Focal with
confirmation of listing order activity within forty eight (48) hours.
19.1.6 BA will accord Focal's directory listing information the same
level of confidentiality which BA accords its own directory listing information,
and BA shall ensure that access to Focal's directory listing information will be
used solely for the purpose of providing directory services; provided, however,
that BA may use or license information contained in its directory listings for
direct marketing purposes so long as the Focal Customers are not separately
identified as such; and provided further that Focal may identify those of its
Customers that request that their names not be sold for direct marketing
purposes, and BA will honor such requests to the same extent as it does for its
own Customers.
19.1.7 BA or BA's publisher shall provide Focal with a report of all
Focal Customer listings ninety (90) days prior to directory publication in such
form and format as may be mutually agreed to by both Parties. Both Parties
shall use their best efforts to ensure the accurate
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listing of such information. BA will also provide Focal, upon request, a copy of
the BA listings standards and specifications manual. In addition, BA will
provide Focal with a listing of Yellow Pages headings and directory close
schedules on an ongoing basis.
19.1.8 Focal will adhere to all practices, standards, and ethical
requirements of BA with regard to listings, and, by providing BA with listing
information, warrants to BA that Focal has the right to place such listings on
behalf of its Customers. Focal agrees that it will undertake commercially
practicable and reasonable steps to attempt to ensure that any business or
person to be listed is authorized and has the right (i) to provide the product
or service offered, and (ii) to use any personal or corporate name, trade name
or language used in the listing.
19.1.9 BA's liability to Focal in the event of a BA error in or
omission of a listing shall be subject to the same limitations that BA's
liability to its own Customers are subject to. In addition, Focal agrees to
take, with respect to its own Customers, all reasonable steps to ensure that its
and BA's liability to Focal's Customers in the event of a BA error in or
omission of a listing shall be subject to the same limitations that BA's
liability to its own Customers are subject to.
19.2 YELLOW PAGE MAINTENANCE. The Parties agree to work cooperatively to
ensure that Yellow Page advertisements purchased by Customers that switch their
service to Focal (including Customers utilizing Focal-assigned telephone numbers
and Focal Customers utilizing LTNP) are maintained without interruption. BA will
allow Focal Customers to purchase new Yellow Pages advertisements without
discrimination, under the identical rates, terms and conditions as apply to BA's
Customers. BA and Focal may implement a commission program whereby Focal may, at
Focal's sole discretion, act as a sales, billing and collection agent for Yellow
Pages advertisements purchased by Focal's Telephone Exchange Service Customers.
19.3 SERVICE INFORMATION PAGES. BA will include in the "Customer
Guide" or comparable section of the applicable white pages directories listings
provided by Focal for Focal's installation, repair and customer service and
other essential service oriented information, as agreed by the Parties,
including appropriate identifying logo. Such listings shall appear in the
manner agreed to by the Parties. BA shall not charge Focal for inclusion of
this essential service-oriented information; but reserves the right to impose
charges on other information Focal may elect to submit and BA may elect to
accept for inclusion in BA's white pages directories. BA will provide Focal
with the annual directory close dates and reasonable notice of any changes in
said dates.
19.4 DIRECTORY ASSISTANCE (DA); CALL COMPLETION
19.4.1 Upon request, BA will provide Focal with directory assistance
and/or call completion services substantially in accordance with the terms set
forth in the form Directory Assistance and Call Completion Services Agreement
appended hereto as Exhibit C.
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19.4.2 Also upon request, BA will provide to Focal operator services
trunk groups, utilizing Feature Group D type signaling, with ANI, minus OZZ,
when interconnecting to the BA operator services network.
20.0 COORDINATION WITH TARIFF TERMS
20.1 The Parties acknowledge that some of the services, facilities, and
arrangements described herein are or will be available under and subject to the
terms of the federal or state tariffs of the other Party applicable to such
services, facilities, and arrangements. To the extent a Tariff of the providing
Party applies to any service, facility, and arrangement described herein, the
Parties agree as follows:
20.1.1 Those rates and charges set forth in Exhibit A for the
services, facilities, and arrangements described herein that are designated with
an asterisk shall remain fixed for the initial term of the Agreement,
notwithstanding that such rates may be different from those contained in an
effective, pending, or future Tariff of the providing Party (including any
changes to such Tariff subsequent to the Effective Date). Those rates and
charges for services, facilities, and arrangements that are not designated with
an asterisk, and reference or are identical to a rate contained in an existing
Tariff of the providing Party, shall conform with those contained in the then-
prevailing Tariff and vary in accordance with any changes that may be made to
the Tariff rates and charges subsequent to the Effective Date. Even the
asterisked fixed rates and charges shall be changed to reflect any changes in
the Tariff rates and charges they reference, however, if the Parties agree to
adopt the changed Tariff rates and charges.
20.2 Except with respect to the rates and charges described in subsection
20.1 above, all other terms contained in an applicable Tariff of the providing
Party shall apply in connection with its provision of the particular service,
facility, and arrangement hereunder.
21.0 INSURANCE
21.1 Focal shall maintain, during the term of this Agreement, all insurance
and/or bonds required by law and necessary to satisfy its obligations under this
Agreement, including, without limitation, its obligations set forth in Section
25 hereof. At a minimum and without limiting the foregoing covenant, Focal
shall maintain the following insurance:
a. Commercial General Liability Insurance, on an occurrence basis,
including but not limited to, premises-operations, broad form property
damage, products/completed operations, contractual liability, independent
contractors, and personal injury, with limits of at least $1,000,000
combined single limit for each occurrence.
b. Automobile Liability, Comprehensive Form, with limits of at least
$500,000 combined single limit for each occurrence.
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c. Excess Liability, in the umbrella form, with limits of at least
$15,000,000 combined single limit for each occurrence.
d. Worker's Compensation Insurance as required by law and Employer's
Liability Insurance with limits of not less than $1,000,000 per occurrence.
21.2 Focal shall name BA as an additional insured on the foregoing
insurance. Focal agrees that Focal's insurer(s) and anyone claiming by,
through, under or on behalf of Focal, shall have no claim, right of action, or
right of subrogation, against BA, BA's affiliated companies, or the directors,
officers or employees of BA or BA's affiliated companies, based on any loss or
liability insurable under the foregoing insurance.
21.3 Focal shall, within two (2) weeks of the date hereof and on a
quarterly basis thereafter, furnish certificates or other adequate proof of the
foregoing insurance. The certificates or other proof of the foregoing insurance
shall be sent to: Bell Atlantic, Insurance Administration Group, 13320 N. Court
House Road, 4th Floor, Arlington, Virginia, 22201. In addition, Focal shall
require its agents, representatives, or contractors, if any, that may enter upon
the premises of BA or BA's affiliated companies to maintain similar and
appropriate insurance and, if requested, to furnish BA certificates or other
adequate proof of such insurance. Certificates furnished by Focal or Focal's
agents, representatives, or contractors shall contain a clause stating: "Bell
Atlantic - Delaware, Inc. shall be notified in writing at least thirty (30) days
prior to cancellation of or any material change in, the insurance."
22.0 TERM AND TERMINATION.
22.1 This Agreement shall be effective as of the date first above written
and continue in effect until July 1, 1999, and thereafter the Agreement shall
continue in force and effect unless and until terminated as provided herein.
Upon the expiration of the initial term, either Party may terminate this
Agreement by providing written notice of termination to the other Party, such
written notice to be provided at least ninety (90) days in advance of the date
of termination. In the event of such termination, those service arrangements
made available under this Agreement and existing at the time of termination
shall continue without interruption under (a) a new agreement executed by the
Parties, (b) standard Interconnection terms and conditions approved and made
generally effective by the Commission, (c) Tariff terms and conditions generally
available to CLEC, or (d) if none of the above is available, under the terms of
this Agreement on a month-to-month basis until such time as (a), (b), or (c)
becomes available.
22.2 For service arrangements made available under this Agreement and
existing at the time of termination, if the standard Interconnection terms and
conditions or Tariff terms and conditions result in the non-terminating Party
physically rearranging facilities or incurring programming expense, the non-
terminating Party shall be entitled to recover such rearrangement or programming
costs, from the terminating Party. By mutual agreement, the Parties may jointly
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petition the appropriate regulatory bodies for permission to have this Agreement
supersede any future standardized agreements or rules as such regulators might
adopt or approve.
22.3 If either Party defaults in the payment of any amount due hereunder,
or if either Party violates any other provision of this Agreement, and such
default or violation shall continue for sixty (60) days after written notice
thereof, the other Party may terminate this Agreement and services hereunder by
written notice; provided the other Party has provided the defaulting Party and
the appropriate federal and/or state regulatory bodies with written notice at
least twenty five (25) days' prior to terminating service. Notice shall be
posted by certified mail, return receipt requested. If the defaulting Party
cures the default or violation within the twenty five (25) day period, the other
Party will not terminate service or this Agreement but shall be entitled to
recover all costs, if any, incurred by it in connection with the default or
violation, including, without limitation, costs incurred to prepare for the
termination of service.
23.0 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.
EXCEPT AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT, NEITHER PARTY MAKES ANY
WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, FUNCTIONS AND
PRODUCTS IT PROVIDES UNDER OR CONTEMPLATED BY THIS AGREEMENT AND THE PARTIES
DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A
PARTICULAR PURPOSE.
24.0 CANCELLATION CHARGES.
Except as provided in this Agreement or as otherwise provided in any
applicable Tariff, no cancellation charges shall apply.
25.0 INDEMNIFICATION.
25.1 Each Party agrees to release, indemnify, defend and hold harmless the
other Party from and against all losses, claims, demands, damages, expenses,
suits or other actions, or any liability whatsoever, including, but not limited
to, costs and attorneys' fees (collectively, a "Loss"), (a) whether suffered,
made, instituted, or asserted by any other party or person, (i) relating to
personal injury to or death of any person, or for loss, damage to, or
destruction of real and/or personal property, whether or not owned by others,
incurred during the term of this Agreement and to the extent proximately caused
by the acts or omissions of the indemnifying Party, regardless of the form of
action, or (ii) arising out of BA's listing of the directory listing information
provided by Focal pursuant to subsection 19.1, or (b) suffered, made,
instituted, or asserted by its own customer(s) against the other Party arising
out the other Party's provision of services to the indemnifying Party under this
Agreement. Notwithstanding the foregoing indemnification, nothing in this such
Section 25 shall affect or limit any claims, remedies, or other actions the
indemnifying Party may have against the indemnified Party under this Agreement,
any other contract, or any applicable Tariff(s), regulations or laws for the
indemnified Party's provision of said services.
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25.2 The indemnification provided herein shall be conditioned upon:
a. The indemnified Party shall promptly notify the indemnifying Party
of any action taken against the indemnified Party relating to the
indemnification.
b. The indemnifying Party shall have sole authority to defend any
such action, including the selection of legal counsel, and the indemnified
Party may engage separate legal counsel only at its sole cost and expense.
c. In no event shall the indemnifying Party settle or consent to any
judgment pertaining to any such action without the prior written consent of
the indemnified Party, which consent shall not be unreasonably withheld.
d. The indemnified Party shall, in all cases, assert any and all
provisions in its Tariffs that limit liability to third parties as a bar to
any recovery by the third party claimant in excess of such limitation of
liability.
e. The indemnified Party shall offer the indemnifying Party all
reasonable cooperation and assistance in the defense of any such action.
25.3 In addition to its indemnity obligations under subsection 25.1, each
Party shall provide, in its tariffs and contracts with its Customers that relate
to any Telecommunications Service or Network Element provided or contemplated
under this Agreement, that in no case shall such Party or any of its agents,
contractors or others retained by such parties be liable to any Customer or
third party for (i) any Loss relating to or arising out of this Agreement,
whether in contract or tort, that exceeds the amount such Party would have
charged the applicable Customer for the service(s) or function(s) that gave rise
to such Loss, and (ii) any Consequential Damages (as defined in subsection 26.2
below).
26.0 LIMITATION OF LIABILITY.
26.1 Except as may be provided pursuant to Section 27 below, the liability
of either Party to the other Party for damages arising out of failure to comply
with a direction to install, restore or terminate facilities; or out of
failures, mistakes, omissions, interruptions, delays, errors, or defects
occurring in the course of furnishing any services, arrangements, or facilities
hereunder shall be determined in accordance with the terms of the applicable
tariff(s) of the providing Party. In the event no tariff(s) apply, the
providing Party's liability shall not exceed an amount equal to the pro rata
monthly charge for the period in which such failures, mistakes, omissions,
interruptions, delays, errors or defects occur. Recovery of said amount shall
be the injured Party's sole and exclusive remedy against the providing Party for
such failures, mistakes, omissions, interruptions, delays, errors or defects.
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26.2 Neither Party shall be liable to the other in connection with the
provision or use of services offered under this Agreement for indirect,
incidental, consequential, reliance or special damages, including (without
limitation) damages for lost profits (collectively, "Consequential Damages"),
regardless of the form of action, whether in contract, warranty, strict
liability, or tort, including, without limitation, negligence of any kind, even
if the other Party has been advised of the possibility of such damages;
provided, that the foregoing shall not limit a Party's obligation under Section
25.
26.3 The Parties agree that neither Party shall be liable to the customers
of the other Party in connection with its provision of services to the other
Party under this Agreement. Nothing in this Agreement shall be deemed to create
a third party beneficiary relationship between the Party providing the service
and the customers of the Party purchasing the service. In the event of a
dispute involving both Parties with a customer of one Party, both Parties shall
assert the applicability of any limitations on liability to customers that may
be contained in either Party's applicable Tariff(s).
27.0 PERFORMANCE STANDARDS FOR SPECIFIED ACTIVITIES.
27.1 CERTAIN DEFINITIONS. When used in this Section 27, the following
terms shall have the meanings indicated:
27.1.1 "Specified Performance Breach" means the failure by BA to meet
the Performance Criteria for any one of the three Specified Activities for a
period of three (3) consecutive calendar months.
27.1.2 "Specified Activity" means any of the following activities:
a. the installation by BA of Unbundled Local Loop Elements for Focal
("ULL Installation");
b. BA's provision of INP to Focal or
c. repair of out of service problems for Focal ("Out of Service
Repairs").
27.13 "Performance Criteria" means, with respect to any calendar month
during the term of this Agreement, the performance by BA during such month of
each Specified Activity (except Out-of-Service Repairs) shown in Schedule 27.0,
within the time interval shown, in at least eighty percent (80%) of the covered
instances. BA shall perform the Out-of -Service Repairs within the specified
time interval in at least seventy percent (70%) of the covered instances.
Within one week of each anniversary of the Effective Date, the Parties shall
jointly review BA's actual network-wide monthly performance percentages for Out-
of-Service Repairs for the preceding year and agree upon any improvements in the
seventy percent (70%) standard based on the actual percentages for any three
consecutive month period and/or the full preceding year, up to and including an
eighty
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percent (80%) standard, as the Out-of-Service Repairs percentage standard
applicable to the following year.
27.2 PERFORMANCE STANDARDS. BA shall exercise best efforts to meet the
Performance Criteria for the three Specified Activities. In the event BA fails
to meet the Performance Criteria at any time during the term of this Agreement,
Focal shall be entitled to pursue all remedies set forth in the applicable BA
Tariffs, except as may be agreed to by the Parties. In addition, if BA commits
a Specified Performance Breach during the term of this Agreement, the Parties
agree to meet immediately to determine whether any liquidated damages provisions
are appropriate as an amendment hereof in light of such Breach and, if so, the
terms therein; provided, however, that if BA commits a Specified Performance
Breach during initial nine (9) months of this Agreement, the Parties agree to
meet at the end of the nine-month period. If the Parties are unable to agree as
to the appropriateness of the liquidated damages provisions and/or the terms
therein within ninety (90) days after the date of the first meeting pursuant to
this subsection, or if no such meeting has occurred within ninety (90) days of
the end of the nine-month period for reasons other than the mutual agreement of
the Parties, the Parties agree to submit to arbitration such disagreement and
request that the arbitrators base their decision on comparable ILEC-CLEC
interconnection agreements. Unless otherwise agreed to by the Parties, the
arbitration shall be conducted by a panel of three (3) arbitrators, one to be
appointed by each Party pursuant to CPR's Non-Administered Arbitration Rules and
subject to the United States Arbitration Act (9 U.S.C. (S)(S) 1-16), to be
conducted in Arlington, Virginia. The Parties agree that the liquidated damages
provisions, if any, finally determined by the arbitral process shall be adopted
as an amendment to this Agreement.
27.3 LIMITATIONS. In no event shall BA be deemed to have failed to meet
any of the Performance Criteria if:
27.3.1 BA's failure to meet or exceed any of the Performance Criteria
is caused, directly or indirectly, by a Delaying Event. A "Delaying Event"
means (a) a failure by Focal to perform any of its obligations set forth in this
Agreement (including, without limitation, the Implementation Schedule and the
Joint Grooming Plan), (b) any delay, act or failure to act by a Customer, agent,
representative, or subcontractor of Focal or (c) any Force Majeure Event. If a
Delaying Event prevents or delays BA from performing a Specified Activity, then
such Specified Activity shall be excluded from the calculation of BA's
compliance with the Performance Criteria, provided BA performs the Specified
Activity in the course of its normal service cycle once the Delaying Event no
longer exists; or
27.3.2 the Parties agree to a time interval with respect to a
particular order that exceeds the interval set forth in Schedule 27. In such
event, the time interval for BA's performance of the Specified Activit(ies) set
forth in the order shall be extended to such later date agreed to by the
Parties.
27.4 SERVICE QUALITY STANDARDS. Focal agrees to specific performance
standards associated with quality of service requests as specified in Schedule
27.1. Should Focal fail to meet
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these service quality standards, during a period in which BA has failed to meet
the Performance Criteria, BA's failure during such time period shall be excused
and not apply toward the calculation of a Specified Performance Breach.
27.5 RECORDS. Each Party shall maintain complete and accurate records in
the manner and format agreed to by the Parties, on a monthly basis, of BA's
performance under this Agreement of each Specified Activity and its compliance
with the Performance Criteria during the initial nine-month period. Each Party
shall provide to the other Party such records in a self-reporting format on a
monthly basis. The Parties agree that such records shall be deemed "Proprietary
Information" for purposes of subsection 29.4.
28.0 COMPLIANCE WITH LAWS; REGULATORY APPROVAL.
28.1 Each Party represents and warrants that it is now and will remain in
compliance with all laws, regulations, and orders applicable to the performance
of its obligations hereunder (collectively, "Applicable Laws"). Each Party
shall promptly notify the other Party in writing of any governmental action that
suspends, cancels, withdraws, limits, or otherwise materially affects its
ability to perform its obligations hereunder.
28.2 The Parties understand and agree that this Agreement will be filed
with the Commission and may thereafter be filed with the FCC. The Parties
covenant and agree that this Agreement is satisfactory to them as an agreement
under Section 251 of the Act. Each Party covenants and agrees to fully support
approval of this Agreement by the Commission or the FCC under Section 252 of the
Act without modification. The Parties, however, reserve the right to seek
regulatory relief and otherwise seek redress from each other regarding
performance and implementation of this Agreement.
28.3 The Parties recognize that the FCC is currently promulgating
regulations implementing the Act, including, without limitation, Sections 251,
252, and 271 thereof (the "FCC Regulations"), that may affect the terms
contained in this Agreement. In the event that any one or more of the
provisions contained herein is inconsistent with any such FCC Regulations, the
Parties agree to make only the minimum revisions necessary to eliminate the
inconsistency. Such minimum changes to conform this Agreement to the FCC
Regulations shall not be considered material, and shall not require further
Commission approval (beyond any Commission approval required under Section
252(e) of the Act).
28.4 In the event any Applicable Laws other than the FCC Regulations
requires modification of any material term(s) contained in this Agreement,
either Party may require a renegotiation of the term(s) that require direct
modification as well as of any term(s) that are reasonably affected thereby. If
neither Party requests a renegotiation or if an Applicable Laws requires
modification of any non-material term(s), then the Parties agree to make only
the minimum modifications necessary, and the remaining provisions of this
Agreement shall remain in full force and effect. For purposes of this
subsection 28.4 and without limitation of any other modifications
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required by Applicable Laws, the Parties agree that any modification required by
Applicable Laws (i) to the two-tier Reciprocal Call Termination compensation
structure for the transport and termination of Local Traffic described in
Exhibit A, or (ii) that affects either Party's receipt of reciprocal
compensation for the transport and termination of Local Traffic, shall be deemed
to be a modification of a material term that requires immediate good faith
renegotiation between the Parties. Until such renegotiation results in a new
agreement or an amendment to this Agreement between the Parties, the Parties
agree that (y) in the case of (i) above, they will pay each other appropriate
transport charges in addition to the usual call termination charge for Local
Traffic that it delivers to the other Party's Local Serving Wire Center,
provided each Party continues to offer the option of delivering Local Traffic to
another IP in the LATA at the usual call termination charge only, and (z) in the
case of (ii) above, the Party whose receipt of reciprocal compensation is
affected shall not be obligated to pay the other Party reciprocal compensation
for the other Party's transport and termination of the same kind of Local
Traffic delivered by the affected Party in excess of what the affected Party is
permitted to receive and retain.
29.0 MISCELLANEOUS.
29.1 AUTHORIZATION.
29.1.1 BA is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has full power and
authority to execute and deliver this Agreement and to perform the obligations
hereunder on behalf of BA.
29.1.2 Focal is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has full power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder.
29.2 INDEPENDENT CONTRACTOR. Each Party shall perform services hereunder
as an independent contractor and nothing herein shall be construed as creating
any other relationship between the Parties. Each Party and each Party's
contractor shall be solely responsible for the withholding or payment of all
applicable federal, state and local income taxes, social security taxes and
other payroll taxes with respect to their employees, as well as any taxes,
contributions or other obligations imposed by applicable state unemployment or
workers' compensation acts. Each Party has sole authority and responsibility to
hire, fire and otherwise control its employees.
29.3 FORCE MAJEURE. Neither Party shall be responsible for delays or
failures in performance resulting from acts or occurrences beyond the reasonable
control of such Party, regardless of whether such delays or failures in
performance were foreseen or foreseeable as of the date of this Agreement,
including, without limitation: adverse weather conditions, fire, explosion,
power failure, acts of God, war, revolution, civil commotion, or acts of public
enemies; any law, order, regulation, ordinance or requirement of any government
or legal body; or labor unrest, including, without limitation, strikes,
slowdowns, picketing or boycotts; or delays caused by the other Party or by
other service or equipment vendors; or any other circumstances beyond the
Party's
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reasonable control. In such event, the affected Party shall, upon giving prompt
notice to the other Party, be excused from such performance on a day-to-day
basis to the extent of such interference (and the other Party shall likewise be
excused from performance of its obligations on a day-for-day basis to the extent
such Party's obligations relate to the performance so interfered with). The
affected Party shall use its best efforts to avoid or remove the cause(s) of
nonperformance and both Parties shall proceed to perform with dispatch once the
cause(s) are removed or cease.
29.4 CONFIDENTIALITY.
29.4.1 All information, including but not limited to specification,
microfilm, photocopies, magnetic disks, magnetic tapes, drawings, sketches,
models, samples, tools, technical information, data, employee records, maps,
financial reports, and market data, (i) furnished by one Party to the other
Party dealing with customer specific, facility specific, or usage specific
information, other than customer information communicated for the purpose of
publication or directory database inclusion, or (ii) in written, graphic,
electromagnetic, or other tangible form and marked at the time of delivery as
"Confidential" or "Proprietary," or (iii) communicated orally and declared to
the receiving Party at the time of delivery, or by written notice given to the
receiving Party within ten (10) days after delivery, to be "Confidential" or
"Proprietary" (collectively referred to as "Proprietary Information"), shall
remain the property of the disclosing Party.
29.4.2 Each Party shall keep all of the other Party's Proprietary
Information confidential and shall use the other Party's Proprietary Information
only for performing the covenants contained in this Agreement. Neither Party
shall use the other Party's Proprietary Information for any other purpose except
upon such terms and conditions as may be agreed upon between the Parties in
writing.
29.4.3 Unless otherwise agreed, the obligations of confidentiality and
non-use set forth in this Agreement do not apply to such Proprietary Information
that:
a. was, at the time of receipt, already known to the receiving Party
free of any obligation to keep it confidential as evidenced by written
records prepared prior to delivery by the disclosing Party; or
b. is or becomes publicly known through no wrongful act of the
receiving Party; or
c. is rightfully received from a third person having no direct or
indirect secrecy or confidentiality obligation to the disclosing Party with
respect to such information; or
d. is independently developed by an employee, agent, or contractor of
the receiving Party that is not involved in any manner with the provision
of services
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pursuant to this Agreement and does not have any direct or indirect access
to the Proprietary Information; or
e. is approved for release by written authorization of the disclosing
Party; or
f. is required to be made public by the receiving Party pursuant to
Applicable Laws or regulation, provided that the receiving Party shall give
sufficient notice of the requirement to the disclosing Party to enable the
disclosing Party to seek protective orders.
29.4.4 Upon request by the disclosing Party, the receiving Party shall
return all tangible copies of Proprietary Information, whether written, graphic
or otherwise, except that the receiving Party may retain one copy for archival
purposes only.
29.4.5 Notwithstanding any other provision of this Agreement, the
provisions of this subsection 29.4 shall apply to all Proprietary Information
furnished by either Party to the other in furtherance of the purpose of this
Agreement, even if furnished before the Effective Date.
29.6 CHOICE OF LAW. The construction, interpretation and performance of
this Agreement shall be governed by and construed in accordance with the laws of
the state in which this Agreement is to be performed, except for its conflicts
of laws provisions. In addition, insofar as and to the extent federal law may
apply, federal law will control.
29.5 TAXES
29.6.1 In General. With respect to any purchase hereunder of
----------
services, facilities or arrangements, if any federal, state or local tax, fee,
surcharge or other tax-like charge (a "Tax") is required or permitted by
Applicable Laws (as defined in subsection 28. 1) to be collected from the
purchasing Party by the providing Party, then (i) the providing Party shall
properly bill the purchasing Party for such Tax, (ii) the purchasing Party shall
timely remit such Tax to the providing Party and (iii) the providing Party shall
timely remit such collected Tax to the applicable taxing authority.
29.6.2 Taxes Imposed on the Providing Party. With respect to any
------------------------------------
purchase hereunder of services, facilities or arrangements, if any federal,
state or local Tax is imposed by Applicable Laws on the receipts of the
providing Party, which Law permits the providing Party to exclude certain
receipts received from sales for resale to a public utility, distributor,
telephone company, local exchange carrier, telecommunications company or other
communications company ("Telecommunications Company"), such exclusion being
based solely on the fact that the purchasing Party is also subject to a tax
based upon receipts ("Receipts Tax"), then the purchasing Party (i) shall
provide the providing Party with notice in writing in accordance with subsection
29.6.6 of this
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Agreement of its intent to pay the Receipts Tax and (ii) shall timely pay the
Receipts Tax to the applicable tax authority.
29.6.3 Taxes Imposed on Customers. With respect to any purchase
--------------------------
hereunder of services, facilities or arrangements that are resold to a third
party, if any federal, state or local Tax is imposed by Applicable Laws on the
subscriber, end-user, Customer or ultimate consumer ("Subscriber") in connection
with any such purchase, which a Telecommunications Company is required to impose
and/or collect from a Subscriber, then the purchasing Party (i) shall be
required to impose and/or collect such Tax from the Subscriber and (ii) shall
timely remit such Tax to the applicable taxing authority.
29.6.4 Liability for Uncollected Tax. Interest and Penalty. If the
---------------------------------------------------
providing Party has not received an exemption certificate and fails to collect
any Tax as required by subsection 29.6.1, then, as between the providing Party
and the purchasing Party, (i) the purchasing Party shall remain liable for such
uncollected Tax and (ii) the providing Party shall be liable for any interest
assessed thereon and any penalty assessed with respect to such uncollected Tax
by such authority. If the providing Party properly bills the purchasing Party
for any Tax but the purchasing Party fails to remit such Tax to the providing
Party as required by subsection 29.6.1, then, as between the providing Party and
the purchasing Party, the purchasing Party shall be liable for such uncollected
Tax and any interest assessed thereon, as well as any penalty assessed with
respect to such uncollected Tax by the applicable taxing authority. If the
providing Party does not collect any Tax as required by subsection 29.6.1
because the purchasing Party has provided such providing Party with an exemption
certificate that is later found to be inadequate by a taxing authority, then, as
between the providing Party and the purchasing Party, the purchasing Party shall
be liable for such uncollected Tax and any interest assessed thereon, as well as
any penalty assessed with respect to such uncollected Tax by the applicable
taxing authority. If the purchasing Party fails to pay the Receipts Tax as
required by subsection 29.6.2, then, as between the providing Party and the
purchasing Party, (x) the providing Party shall be liable for any Tax imposed on
its receipts and (y) the purchasing Party shall be liable for any interest
assessed thereon and any penalty assessed upon the providing Party with respect
to such Tax by such authority. If the purchasing Party fails to impose and/or
collect any Tax from Subscribers as required by subsection 29.6.3, then, as
between the providing Party and the purchasing Party, the purchasing Party shall
remain liable for such uncollected Tax and any interest assessed thereon, as
well as any penalty assessed with respect to such uncollected Tax by the
applicable taxing authority. With respect to any Tax that the purchasing Party
has agreed to pay, or is required to impose on and/or collect from Subscribers,
the purchasing Party agrees to indemnify and hold the providing Party harmless
on an after-tax basis for any costs incurred by the providing Party as a result
of actions taken by the applicable taxing authority to recover the Tax from the
providing Party due to the failure of the purchasing Party to timely pay, or
collect and timely remit, such Tax to such authority. In the event either Party
is audited by a taxing authority, the other Party agrees to cooperate fully with
the Party being audited in order to respond to any audit inquiries in a proper
and timely manner so that the audit and/or any resulting controversy may be
resolved expeditiously.
58
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29.6.5 Tax Exemptions and Exemption Certificates. If Applicable Laws
-----------------------------------------
clearly exempts a purchase hereunder from a Tax, and if such Law also provides
an exemption procedure, such as an exemption-certificate requirement, then, if
the purchasing Party complies with such procedure, the providing Party shall not
collect such Tax during the effective period of such exemption. Such exemption
shall be effective upon receipt of the exemption certificate or affidavit in
accordance with the terms set forth in subsection 29.6.6. If Applicable Laws
clearly exempts a purchase hereunder from a Tax, but does not also provide an
exemption procedure, then the providing Party shall not collect such Tax if the
purchasing Party (i) furnishes the providing Party with a letter signed by an
officer requesting such an exemption and citing the provision in the Law which
clearly allows such exemption and (ii) supplies the providing Party with an
indemnification agreement, reasonably acceptable to the providing Party (e.g.,
----
an agreement commonly used in the industry), which holds the providing Party
harmless on an after-tax basis with respect to its forbearing to collect such
Tax.
29.6.6 Notices for Purposes of this Subsection 29.6. All notices,
--------------------------------------------
affidavits, exemption-certificates or other communications required or permitted
to be given by either Party to the other, for purposes of this subsection 29.6,
shall be made in writing and shall be delivered in person or sent by certified
mail, return receipt requested, or registered mail, or a courier service
providing proof of service, and sent to the addressees set forth in subsection
29.10 as well as to the following:
To Bell Atlantic: Tax Administration
Bell Atlantic Network Services, Inc.
1717 Arch Street
30th Floor
Philadelphia, PA 19103
To Focal: Corporate Tax Department
Focal Communications Corporation of Pennsylvania, Inc.
200 N. LaSalle Street
Suite 820
Chicago, Illinois 60601
Either Party may from time to time designate another address or other addressees
by giving notice is accordance with the terms of this subsection 29.6. Any
notice or other communication shall be deemed to be given when received.
29.7 ASSIGNMENT. Neither Party shall assign this Agreement nor any of
its rights or obligations hereunder without the prior written consent of the
other Party, which consent shall not be unreasonably withheld. Any assignment
or delegation in violation of this subsection 29.7 shall be void and ineffective
and constitute a default of this Agreement.
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29.8 BILLING AND PAYMENT; DISPUTED AMOUNTS.
29.8.1 Except may otherwise be provided in this Agreement, each Party
shall submit on a monthly basis an itemized statement of charges incurred by the
other Party during the preceding month(s) for services rendered hereunder.
Payment of billed amounts under this Agreement, whether billed on a monthly
basis or as otherwise provided herein, shall be due, in immediately available
U.S. funds, within thirty (30) days of the date of such statement.
29.8.2 Although it is the intent of both Parties to submit timely and
accurate statements of charges, failure by either Party to present statements to
the other Party in a timely manner shall not constitute a breach or default, or
a waiver of the right to payment of the incurred charges, by the billing Party
under this Agreement, and the billed Party shall not be entitled to dispute the
billing Party's statement(s) based on such Party's failure to submit them in a
timely fashion.
29.8.3 If any portion of an amount due to a Party (the "Billing
Party") under this Agreement is subject to a bona fide dispute between the
Parties, the Party billed (the "Non-Paying Party") shall within sixty (60) days
of its receipt of the invoice containing such disputed amount give notice to the
Billing Party of the amounts it disputes ("Disputed Amounts") and include in
such notice the specific details and reasons for disputing each item. The Non-
Paying Party shall pay when due (i) all undisputed amounts to the Billing Party
and (ii) all Disputed Amounts into an interest bearing escrow account with a
third party escrow agent mutually agreed upon by the Parties.
29.8.4 If the Parties are unable to resolve the issues related to the
Disputed Amounts in the normal course of business within ninety (90) days after
delivery to the Billing Party of notice of the Disputed Amounts, each of the
Parties shall appoint a designated representative that has authority to settle
the dispute and that is at a higher level of management than the persons with
direct responsibility for administration of this Agreement. The designated
representatives shall meet as often as they reasonably deem necessary in order
to discuss the dispute and negotiate in good faith in an effort to resolve such
dispute. The specific format for such discussions will be left to the
discretion of the designated representatives, however all reasonable requests
for relevant information made by one Party to the other Party shall be honored.
29.8.5 If the Parties are unable to resolve issues related to the
Disputed Amounts within forty-five (45) days after the Parties' appointment of
designated representatives pursuant to subsection 29.8.4, then either Party may
file a complaint with the Commission to resolve such issues or proceed with any
other remedy pursuant to law or equity. The Commission may direct release of
any or all funds; (including any accrued interest) in the escrow account, plus
applicable late fees, to be paid to either Party.
29.8.6 The Parties agree that all negotiations pursuant to this
subsection 29.8 shall remain confidential and shall be treated as compromise and
settlement negotiations for purposes of the Federal Rules of Evidence and state
rules of evidence.
60
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29.8.7 Any undisputed amounts not paid when due shall accrue interest
from the date such amounts were due at the lesser of (i) one and one-half
percent (1-1/2%) per month or (ii) the highest rate of interest that may be
charged under Applicable Laws.
29.9 DISPUTE RESOLUTION. Any dispute between the Parties regarding the
interpretation or enforcement of this Agreement or any of its terms shall be
addressed by good faith negotiation between the Parties, in the first instance.
Should such negotiations fail to resolve the dispute in a reasonable time,
either Party may initiate an appropriate action in any regulatory or judicial
forum of competent jurisdiction.
29.10 NOTICES. Notices given by one Party to the other Party under this
Agreement shall be in writing and shall be (a) delivered personally, (b)
delivered by express delivery service, (c) mailed, certified mail or first class
U.S. mail postage prepaid, return receipt requested, or (d) delivered by
telecopy to the following addresses of the Parties:
To Focal:
General Counsel
Focal Communications Corporation of Pennsylvania
200 N. LaSalle Street
Suite 820
Chicago, Illinois 60601
Facsimile: 312/895-8403
To Bell Atlantic:
Vice President - Interconnection Services, Policy & Planning
Bell Atlantic Network Services, Inc.
1320 N. Courthouse Road
2nd Floor
Arlington, VA 22201
Facsimile: 703/974-2183
with a copy to:
c/o Lydia Pulley, Esq.
Bell Atlantic Network Services, Inc.
1320 N. Courthouse Road
8th Floor
Arlington, VA 22201
Facsimile: 703/974-0259
or to such other address as either Party shall designate by proper notice.
Notices will be deemed
61
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given as of the earlier of (i) the date of actual receipt, (ii) the next
business day when notice is sent via express mail or personal delivery, (iii)
three (3) days after mailing in the case of first class or certified U.S. mail,
or (iv) on the date set forth on the confirmation in the case of telecopy.
29.11 SECTION 252(i) OBLIGATIONS.
29.11.1 If, at any time during the term of this Agreement, either
Party enters into an agreement to provide an integrated package of services or
arrangements substantially similar to that described herein to another CLEC (in
the case of BA), or another incumbent LEC (in the case of Focal), operating
within the same state to which this Agreement applies, on terms significantly
different than those available under this Agreement (the "Other Agreement"),
then the other Party may opt to adopt, on a prospective basis only, the rates,
terms, and conditions contained in the Other Agreement (i) in its entirety, or
(ii) that relate directly to any of the following individual services, Network
Elements, or arrangements, for its own reciprocal arrangements with the first
Party, including, without limitation, any term or volume commitments or network
architecture configurations:
a. Unbundled Loop Elements - Section 251(c)(3) of the Act (Section
11 of this Agreement); or
b. Collocation - Section 251 (c)(6) of the Act (Section 13 of this
Agreement); or
c. Number Portability - Section 251(b)(2) of the Act (Section 14 of
this Agreement); or
d. Access to Rights of Way - Section 251(b)(4) of the Act (Section
16 of this
Agreement).
e. transiting arrangements.
29.11.2 To the extent the exercise of the foregoing options requires a
rearrangement of facilities by the providing Party, the opting Party shall be
liable for the non-recurring charges associated therewith.
29.11.3 The Party electing to exercise such option shall do so by
delivering written notice to the first Party. Upon receipt of said notice by
the first Party, the Parties shall amend this Agreement to provide the same
rates, terms and conditions to the notifying Party for the remaining term of
this Agreement; provided, however, that the Party exercising its option under
this subsection 29.11 must continue to provide the same services or arrangements
to the first Party as required by this Agreement, subject either to the rates,
terms, and conditions applicable to the first Party in its
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agreement with the third party or to the rates, terms, and conditions of this
Agreement, whichever is more favorable to the first Party in its sole
determination.
29.11.4 BA represents and warrants that, as of the date of this
Agreement, it has not entered into any comparable Interconnection agreement with
any other CLEC in BA's service territory that is significantly more favorable
than the terms contained herein. BA makes no warranty or representation with
respect to its Interconnection arrangements with its affiliates or ITCs.
29.12 Joint Work Product. This Agreement is the joint work product of the
Parties and has been negotiated by the Parties and their respective counsel and
shall be fairly interpreted in accordance with its terms and, in the event of
any ambiguities, no inferences shall be drawn against either Party.
29.13 NO THIRD PARTY BENEFICIARIES; DISCLAIMER OF AGENCY. This Agreement
is for the sole benefit of the Parties and their permitted assigns, and nothing
herein express or implied shall create or be construed to create any third-party
beneficiary rights hereunder. Except for provisions herein expressly authorizing
a Party to act for another, nothing in this Agreement shall constitute a Party
as a legal representative or agent of the other Party, nor shall a Party have
the right or authority to assume, create or incur any liability or any
obligation of any kind, express or implied, against or in the name or on behalf
of the other Party unless otherwise expressly permitted by such other Party.
Except as otherwise expressly provided in this Agreement, no Party undertakes to
perform any obligation of the other Party, whether regulatory or contractual, or
to assume any responsibility for the management of the other Party's business.
29.14 NO LICENSE.
29.14. Nothing in this Agreement shall be construed as the grant of a
license, either express or implied, with respect to any patent, copyright,
trademark, trade name, trade secret or any other proprietary or intellectual
property now or hereafter owned, controlled or licensable by either Party.
Neither Party may use any patent, copyrightable materials, trademark, trade
name, trade secret or other intellectual property right of the other Party
except in accordance with the terms of a separate license agreement between the
Parties granting such rights.
29.14.2 Neither Party shall have any obligation to defend, indemnify
or hold harmless, or acquire any license or right for the benefit of, or owe any
other obligation or have any liability to, the other Party or its customers
based on or arising from any claim, demand, or proceeding by any third party
alleging or asserting that the use of any circuit, apparatus, or system, or the
use of any software, or the performance of any service or method, or the
provision of any facilities by either Party under this Agreement, alone or in
combination with that of the other Party, constitutes direct, vicarious or
contributory infringement or inducement to infringe, misuse or misappropriation
of any patent, copyright, trademark, trade secret, or any other proprietary or
intellectual property right of any Party or third party. Each Party, however,
shall offer to the other reasonable cooperation and assistance in the defense of
any such claim.
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29.14.3 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE
PARTIES AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE DOES NOT EXIST, ANY
WARRANTY, EXPRESS OR IMPLIED, THAT THE USE BY THE PARTIES OF THE OTHER'S
FACILITIES, ARRANGEMENTS, OR SERVICES PROVIDED UNDER THIS AGREEMENT SHALL NOT
GIVE RISE TO A CLAIM BY ANY THIRD PARTY OF INFRINGEMENT, MISUSE, OR
MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT OF SUCH THIRD PARTY.
29.15 TECHNOLOGY UPGRADES. Nothing in this Agreement shall limit BA's
ability to upgrade its network through the incorporation of new equipment, new
software or otherwise. BA shall provide Focal written notice at least ninety
(90) days prior to the incorporation of any such upgrades in BA's network that
will materially affect Focal's service. Focal shall be solely responsible for
the cost and effort of accommodating such changes in its own network.
29.16 SURVIVAL. The Parties' obligations under this Agreement which
by their nature are intended to continue beyond the termination or expiration of
this Agreement shall survive the termination or expiration of this Agreement.
29.17 ENTIRE AGREEMENT. The terms contained in this Agreement and any
Schedules, Exhibits, tariffs and other documents or instruments referred to
herein, which are incorporated into this Agreement by this reference, constitute
the entire agreement between the Parties with respect to the subject matter
hereof, superseding all prior understandings, proposals and other
communications, oral or written. Neither Party shall be bound by any preprinted
terms additional to or different from those in this Agreement that may appear
subsequently in the other Party's form documents, purchase orders, quotations,
acknowledgments, invoices or other communications.
29.18 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
29.19 MODIFICATION, AMENDMENT, SUPPLEMENT, OR WAIVER. No modification,
amendment, supplement to, or waiver of the Agreement or any of its provisions
shall be effective and binding upon the Parties unless it is made in writing and
duly signed by the Parties. A failure or delay of either Party to enforce any
of the provisions hereof, to exercise any option which is herein provided, or to
require performance of any of the provisions hereof shall in no way be construed
to be a waiver of such provisions or options.
29.20 SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and
inure to the benefit of the Parties and their respective legal successors and
permitted assigns.
29.21 PUBLICITY. Neither Party shall use the name of the other Party in
connection with this Agreement in a press release or statement without the prior
consent of the other Party, which consent shall not be unreasonably withheld.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to
be executed as of this 27th day of April, 1998.
FOCAL COMMUNICATIONS BELL ATLANTIC
CORPORATION OF PENNSYLVANIA DELAWARE, INC.
<TABLE>
<CAPTION>
<S> <C>
By: /s/ John Barnicle By: /s/ J. J. Goldberg
-------------------------------------- -----------------------------------------
Printed: John Barnicle Printed: J.J. Goldberg
--------------------------------- ------------------------------------
Title: E.V.P. - C.O.O. Title: President - Telecom Industry Services
----------------------------------- -------------------------------------
</TABLE>
65
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SCHEDULE 1.0
CERTAIN TERMS AS DEFINED IN THE ACT, AS OF APRIL 27, 1998
"Dialing Parity" means that a person that is not an affiliate of a local
exchange carrier is able to provide Telecommunications Services in such a manner
that Customers have the ability to route automatically, without the use of any
access code, their Telecommunications to the Telecommunications Services
provider of the customer's designation from among two (2) or more
Telecommunications Services providers (including such LEC).
"Exchange Access" means the offering of access to Telephone Exchange
Services or facilities for the purpose of the origination or termination of
Telephone Toll Services.
"InterLATA" means Telecommunications between a point located in a local
access and transport area and a point located outside such area.
"Local Access and Transport Area" or "LATA" means a contiguous geographic
area: (a) established before the date of enactment of the Act by a Bell
operating company such that no Exchange Area includes points within more than
one (1) metropolitan statistical area, consolidated metropolitan statistical
area, or State, except as expressly permitted under the AT&T Consent Decree; or
(b) established or modified by a Bell operating company after such date of
enactment and approved by the FCC.
"Local Exchange Carrier" means any person that is engaged in the provision
of Telephone Exchange Service or Exchange Access. Such term does not include a
person insofar as such person is engaged in the provision of a commercial mobile
service under Section 332(c) of the Act, except to the extent that the FCC finds
that such service should be included in the definition of such term.
"Network Element" means a facility or equipment used in the provision of a
Telecommunications Service. Such term also includes features, functions, and
capabilities that are provided by means of such facility or equipment, including
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.
"Number Portability" means the ability of end users of telecommunications
services to retain, at the same location, existing telecommunications numbers
without impairment of quality, reliability, or convenience when switching from
one telecommunications carrier to another.
"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.
1
<PAGE>
"Telecommunications Carrier" means any provider of Telecommunications
Services, except that such term does not include aggregators of
Telecommunications Services (as defined in Section 226 of the Communications
Act).
"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.
"Telephone Exchange Service" means (a) service within a telephone exchange
or within a connected system of telephone exchanges within the same exchange
area operated to furnish subscribers intercommunicating service of the character
ordinarily furnished by a single exchange, and which is covered by the exchange
service charge, or (b) comparable service provided through a system of switches,
transmission equipment, or other facilities (or combination thereof) by which a
subscriber can originate and terminate a telecommunications service.
"Telephone Toll Service" means telephone service between stations in
different exchange areas for which there is made a separate charge not included
in contracts with subscribers for exchange service.
2
<PAGE>
SCHEDULE 3.0
NETWORK IMPLEMENTATION SCHEDULE FOR DELAWARE
In accordance with the provisions of Section 3 of the Agreement, the
Parties shall make their best efforts to meet the following Milestones no later
than the listed Dates.
<TABLE>
<CAPTION>
LATA IN DELAWARE MILESTONE DATE
- -------------------------------------------------------------------------------
<S> <C> <C>
LATA TBD LATA Start Date ("SD") TBD
- -------------------------------------------------------------------------------
SS7 Certification, Collocation, and NXX(s) TBD
Applied For
- -------------------------------------------------------------------------------
Parties Agree on Initial Network Design TBD
- -------------------------------------------------------------------------------
Valid Access Service Request(s) ("ASRs") and TBD
Routing Information Received by BA
- -------------------------------------------------------------------------------
Collocation Arrangements Complete for Trunk TDB
Interconnection and IDLC for ULLs
- -------------------------------------------------------------------------------
All Trunks Tested and Turned Up; SS7 TBD
Certification Achieved;/1/ VG ULL Capability
Available
- -------------------------------------------------------------------------------
Call-through Testing Completed; "Interconnection TBD
Activation Date"
- -------------------------------------------------------------------------------
</TABLE>
Failure of a Party or the Parties to meet an earlier Milestone Date shall
not relieve either Party of the responsibility to make its best efforts to meet
subsequent Milestone Date(s) in the LATA, unless, and only to the extent that,
the subsequent Milestone Date(s) depend on the timely completion of such earlier
Milestone Date.
For purposes of Section 3, (i) business Telephone Exchange Service shall be
considered "fully operational" in a LATA in the state of Delaware when Focal has
an effective Tariff for business Telephone Exchange Service in the state of
Delaware and has a significant number of Telephone Exchange Service Customer
lines in service for business Telephone Exchange Service Customers in that LATA
in the state of Delaware that are not affiliates or employees of either BA or
Focal, and (ii) residential Telephone Exchange Service shall be considered
"fully operational" in a LATA in the state of Delaware when Focal has an
effective Tariff for residential Telephone Exchange Service in the state of
Delaware and has a significant number of Telephone Exchange Service Customer
lines in service for residential Telephone Exchange Service Customers in that
LATA in the state of Delaware that are not affiliates or employees of either BA
or Focal.
- -----------------------------
/1/ SS7 certification scheduling depends on actual schedule availability at
time of request.
<PAGE>
SCHEDULE 4
INTERCONNECTION POINTS IN LATA
LATA TBD
--------
FOCAL-IP: TBD
BA-IP: TBD
<PAGE>
SCHEDULE 4.2 - Physical Architecture
[Illustrative]
[DIAGRAM APPEARS HERE]
<PAGE>
SCHEDULE 4.3 - Initial Architecture
[Illustrative]
[DIAGRAM APPEARS HERE]
<PAGE>
SCHEDULE 4.5
INTERCONNECTION POINTS FOR DIFFERENT TYPES OF TRAFFIC
Each Party shall provide the other Party with Interconnection to its
network at the following points for transmission, routing and termination. Each
Party shall make available at its Interconnection Points facilities to route the
traffic it receives to the appropriate final destination. Interconnection at a
BA-IP that is a Local Serving Wire Center provides access to all of the
Interconnection Points identified below (except for paragraphs 8 through 11),
via facilities appropriate for the traffic types and destinations identified
below. Compensation for such facilities will be as set forth in Exhibit A or as
provided elsewhere herein.
1. For the termination of Local Traffic or Toll Traffic originated by one
Party's Customer and terminated to the other Party's Customer, at the points set
forth in subsections 4.2 and/or 4.3 of the main body of the Agreement.
2. For the termination of Meet Point Billing Traffic from an IXC to:
a. Focal, at the Focal-IP in LATA in which the Traffic is to
terminate.
b. BA, at the BA-IP in LATA in which the Traffic is to terminate.
3. For the termination of Transit Traffic from an ITC, wireless carrier,
or other CLEC to:
a. Focal, at the Focal-IP in which the Traffic is to terminate.
b. BA, at the BA-IP in LATA in which the Traffic is to terminate.
4. For 911/E911 traffic originated on Focal's network, at the PSAP in
areas where only Basic 911 service is available, or at the BA 911 Tandem Office
serving the area in which the Focal Customer is located, in accordance with
applicable state laws and regulations and PSAP requirements.
5. For Directory Assistance (411 or NPA-555-1212) traffic, at the
applicable BA Local Serving Wire Center or the BA operator services Tandem
Office subtended by such Local Serving Wire Center.
6. For Operator Services (call completion) traffic, at the applicable BA
Local Serving Wire Center or the BA operator services Tandem Office subtended by
such Local Serving Wire Center.
7. For LSV/VCI traffic, at the terminating Party's Local Serving Wire
Center or operator services Tandem Office subtended by such Local Serving Wire
Center.
<PAGE>
8. For SS7 signaling originated by:
a. Focal, at mutually agreed-upon Signaling Point of
Interconnection(s) ("SPOI") in the LATA in which the Local or Toll Traffic
originates, over CCSAC links provisioned in accordance with Bellcore GR-905 and
Bell Atlantic Supplement Common Channel Signaling Network Interface
Specification (BA-905).
b. BA, at mutually agreed-upon SPOIs in the LATA in which the Local
or Toll Traffic originates, over a CCSAC links provisioned in accordance with
Bellcore GR-905 and BA-905.
Alternatively, either Party may elect to interconnect for SS7 signaling through
a commercial SS7 hub provider.
9. For 800/888 database inquiry traffic, at any BA Signaling Transfer
Point in the LATA in which the originating Focal Wire Center is located, over a
CCSAC link. Alternatively, Focal may elect to interconnect through a commercial
SS7 hub provider.
10. For Line Information Database ("LIDB") inquiry traffic, at any BA
Signaling Transfer Point in the LATA in which the LIDB is located, over a CCSAC
link. Alternatively, Focal may elect to interconnect through a commercial SS7
hub provider.
11. For any other type of traffic, at reasonable points to be agreed upon
by the Parties, based on the network architecture of the terminating Party's
network.
8
<PAGE>
SCHEDULE 6.3
RATE ELEMENTS UNDER MEET POINT BILLING
Interstate Access - Terminating to or originating from Focal Customers
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
<S> <C>
Rate Element Billing Company
- ------------ ---------------
Carrier Common Line Focal
Local Switching Focal
Interconnection Charge Focal
Local Transport Facility/Tandem
Switched Transport Per Mile Based on negotiated billing percentage (BIP)
Local Transport Termination/Tandem
Switched Transport Fixed BA
Entrance Facility BA
800 Database Query Party that performs query
Intrastate Access - Terminating to or originating from Focal Customers/1/
- ----------------------------------------------------------------------
Rate Element Billing Company
- ------------ ---------------
Carrier Common Line Focal
Local Switching Focal
Interconnection Charge Focal
Local Transport Facility/Tandem
Switched Transport Per Mile Based on negotiated billing percentage (BIP)
Local Transport Termination/Tandem
Switched Transport Fixed BA
Entrance Facility BA
800 Database Query Party that performs query
</TABLE>
- -------------------
/1/ Pending approval of the BA intrastate local transport restructure tariff,
intrastate services subject to the pending tariff will be charged pursuant to
effective tariffs, as agreed by the Parties, subject to true-up at either
Party's request.
9
<PAGE>
SCHEDULE 12.3
SUPPORT SERVICES FOR RESALE
---------------------------
1. BA OSS SERVICES
---------------
1.1 Definitions
-----------
As used in this Schedule 12.3, the following terms shall have the meanings
stated below:
1.1.1 "BA Operations Support Systems" means BA systems for pre-ordering,
ordering, provisioning, maintenance and repair, and billing.
1.1.2 "BA OSS Services" means access to BA Operations Support Systems
functions. The term "BA OSS Services" includes, but is not limited to:
(a) BA's provision of Focal Usage Information to Focal pursuant to Section
1.3 below; and, (b) "BA OSS Information", as defined in Section 1.1.4
below.
1.1.3 "BA OSS Facilities" means any gateways, interfaces, databases,
facilities, equipment, software, or systems, used by BA to provide BA OSS
Services to Focal.
1.1.4 "BA OSS Information" means any information accessed by, or disclosed
or provided to, Focal through or as a part of BA OSS Services. The term
"BA OSS Information" includes, but is not limited to: (a) any Customer
Information related to a BA Customer or a Focal Customer accessed by, or
disclosed or provided to, Focal through or as a part of BA OSS Services;
and, (b) any Focal Usage Information (as defined in Section 1.1.6 below)
accessed by, or disclosed or provided to, Focal.
1.1.5 "BA Retail Telecommunications Service" means any Telecommunications
Service that Bell Atlantic provides at retail to subscribers that are not
Telecommunications Carriers. The term "BA Retail Telecommunications
Service" does not include any exchange access service (as defined in
Section 3(16) of the Act, 47 U.S.C. (S) 153(16)) provided by BA.
1.1.6 "Focal Usage Information" means the usage information for a BA Retail
Telecommunications Service purchased by Focal under this Agreement that BA
would record if BA was furnishing such BA Retail Telecommunications Service
to a BA end-user retail Customer.
1.1.7 "Customer Information" means CPNI, as defined in the Act, of a
Customer and any other non-public, individually identifiable information
about a Customer or the purchase by a Customer of the services or products
of a Party.
1.2 BA OSS Services
---------------
1
<PAGE>
1.2.1 Upon request by Focal, BA shall provide to Focal, pursuant to
Section 251(c)(3) of the Act, 47 U.S.C. (S) 251(c)(3), BA OSS Services.
1.2.2 Subject to the requirements of Applicable Laws, BA Operations Support
Systems, BA Operations Support Systems functions, BA OSS Facilities, BA OSS
Information, and the BA OSS Services that will be offered by BA, shall be
as determined by BA. Subject to the requirements of Applicable Laws, BA
shall have the right to change BA Operations Support Systems, BA Operations
Support Systems functions, BA OSS Facilities, BA OSS Information, and the
BA OSS Services, from time-to-time, without the consent of Focal. Except as
otherwise provided by this Agreement or Applicable Laws, BA will give Focal
notice in writing or electronically (which may be by giving Focal access to
a database or an Internet site that contains the applicable information, or
by other electronic means) of material modification of the operation of BA
OSS Services furnished under this Agreement at least sixty (60) days prior
to the time the material modification becomes effective.
1.3 Focal Usage Information
-----------------------
1.3.1 Upon request by Focal, BA shall provide to Focal, pursuant to Section
251(c)(3) of the Act, 47 U.S.C. (S) 251(c)(3), Focal Usage Information.
1.3.2 Focal Usage Information will be available to Focal through the
following:
a. Daily Usage File on Data Tape.
b. Daily Usage File through Network Data Mover ("NDM").
c. Daily Usage File through Centralized Message Distribution System
("CMDS").
1.3.3.1 Focal Usage Information will be provided in a Bellcore Exchange
Message Records ("EMR") format.
1.3.3.2 Daily Usage File Data Tapes provided pursuant to Section 1.3.2(a)
above will be issued each day, Monday through Friday, except holidays
observed by BA.
1.3.4 Except as stated in this Section 1.3, subject to the requirements of
Applicable Laws, the manner in which, and the frequency with which, Focal
Usage Information will be provided to Focal shall be determined by BA.
1.4 Access to and Use of BA OSS Facilities
--------------------------------------
1.4.1 BA OSS Facilities may be accessed and used by Focal only to the
extent necessary for Focal's access to and use of BA OSS Services pursuant
to this Agreement.
2
<PAGE>
1.4.2 BA OSS Facilities may be accessed and used by Focal only to provide
Telecommunications Services to Focal Customers.
1.4.3 Focal shall restrict access to and use of BA OSS Facilities to Focal.
This Schedule 12.3 does not grant to Focal any right or license to grant
sublicenses to other persons, or permission to other persons (except
Focal's employees, agents and contractors, in accordance with Section 1.4.7
below), to access or use BA OSS Facilities.
1.4.4 Focal shall not (a) alter, modify or damage the BA OSS Facilities
(including, but not limited to, BA software), (b) copy, remove, derive,
reverse engineer, or decompile, software from the BA OSS Facilities, or (c)
obtain access through BA OSS Facilities to BA databases, facilities,
equipment, software, or systems, which are not offered for Focal's use
under this Schedule 12.3.
1.4.5 Focal shall comply with all practices and procedures established by
BA for access to and use of BA OSS Facilities (including, but not limited
to, BA practices and procedures with regard to security and use of access
and user identification codes).
1.4.6 All practices and procedures for access to and use of BA OSS
Facilities, and all access and user identification codes for BA OSS
Facilities: (a) shall remain the property of BA; (b) shall be used by
Focal only in connection with Focal's use of BA OSS Facilities permitted by
this Schedule 12.3; and, (c) shall be treated by Focal as Proprietary
Information of BA pursuant to subsection 29.4 of the Agreement.
1.4.7 Focal's employees, agents and contractors may access and use BA OSS
Facilities only to the extent necessary for Focal's access to and use of
the BA OSS Facilities permitted by this Agreement Any access to or use of
BA OSS Facilities by Focal's employees, agents, or contractors, shall be
subject to the provisions of the Agreement, including, but not limited to,
subsection 29.4 thereof and Sections 1.4.6 and 1.5.3.3 of this Schedule
12.3.
1.5 BA OSS Information
------------------
1.5.1 Subject to the provisions of this Agreement and Applicable Laws, BA
grants to Focal a non-exclusive license to use BA OSS Information.
1.5.2 All BA OSS Information shall at all times remain the property of BA.
Except as expressly stated in this Schedule 12.3, Focal shall acquire no
rights in or to any BA OSS Information.
1.5.3.1 The provisions of this Section 1.5.3 shall apply to all BA OSS
Information, except (a) Focal Usage Information, (b) CPNI of Focal, and (c)
CPNI of a BA Customer or a Focal Customer, to the extent the Customer has
authorized Focal to use the Customer Information.
3
<PAGE>
1.5.3.2 BA OSS Information may be accessed and used by Focal only to
provide Telecommunications Services to Focal Customers.
1.5.3.3 Focal shall treat BA OSS Information that is designated by BA,
through written or electronic notice (including, but not limited to,
through the BA OSS Services), as "Confidential" or "Proprietary" as
Proprietary Information of BA pursuant to subsection 29.4 of the Agreement.
1.5.3.4 Except as expressly stated in this Schedule 12.3, this Agreement
does not grant to Focal any right or license to grant sublicenses to other
persons, or permission to other persons (except Focal's employees, agents
or contractors, in accordance with Section 1.5.3.5 below), to access, use
or disclose BA OSS Information.
1.5.3.5 Focal's employees, agents and contractors may access, use and
disclose BA OSS Information only to the extent necessary for Focal's access
to, and use and disclosure of, BA OSS Information permitted by this
Schedule 12.3. Any access to, or use or disclosure of, BA OSS Information
by Focal's employees, agents or contractors, shall be subject to the
provisions of this Agreement, including, but not limited to, subsection
29.4 of the Agreement and Section 1.5.3.3 ) above.
1.5.3.6 Focal's license to use BA OSS Information shall expire upon the
earlier of (a) termination of the license in accordance with this Schedule
12.3; or (b) expiration or termination of the Agreement.
1.5.3.7 All BA OSS Information received by Focal shall be destroyed or
returned by Focal to BA, upon expiration, suspension or termination of the
license to use such BA OSS Information.
1.5.4 Unless sooner terminated or suspended in accordance with the
Agreement or this Schedule 12.3 (including, but not limited to, subsection
22.3 of the Agreement and Section 1.6.1 below), Focal's access to BA OSS
Information through BA OSS Services shall terminate upon the expiration or
termination of the Agreement.
1.5.5.1 BA shall have the right (but not the obligation) to perform at BA's
expense (provided that there will be no charge to BA for reasonable access
to Focal' employees, books, records, documents and facilities) an audit of
Focal upon three (3) full business days notice to Focal to ascertain
whether Focal is complying with the requirements of Applicable Laws and
this Agreement with regard to Focal's access to, and use and disclosure of,
BA OSS Information.
1.5.5.2 Without in any way limiting any other rights BA may have under the
Agreement or Applicable Laws, BA shall have the right (but not the
obligation) to monitor Focal's access to and use of BA OSS Information
which is made available by BA to Focal pursuant to this Agreement, to
ascertain whether Focal is complying with the requirements of Applicable
4
<PAGE>
Laws and this Agreement, with regard to Focal's access to, and use and
disclosure of, such BA OSS Information. The foregoing right shall include,
but not be limited to, the right (but not the obligation) to electronically
monitor at BA's expense (provided that there will be no charge to BA by
Focal to perform this activity), Focal's access to and use of BA OSS
Information which is made available by BA to Focal through BA OSS
Facilities..
1.5.5.3 Information obtained by BA pursuant to this Section 1.5.5 shall be
treated by BA as Proprietary Information of Focal pursuant to subsection
29.4 of the Agreement; provided that, BA shall have the right (but not the
obligation) to use and disclose information obtained by BA pursuant to this
Section 1.5.5 to enforce BA's rights under this Agreement or Applicable
Laws.
1.5.6 Focal acknowledges that the BA OSS Information, by its nature, is
updated and corrected on a continuous basis by BA, and therefore that BA
OSS Information is subject to change from time to time.
1.6 Liabilities and Remedies
------------------------
1.6.1 Any breach by Focal, or Focal's employees, agents or contractors, of
the provisions of Sections 1.4 or 1.5 above shall be deemed a material
breach of the Agreement. In addition, if Focal or an employee, agent or
contractor of Focal at any time breaches a provision of Sections 1.4 or 1.5
above and such breach continues for more than fifteen (15) days after
written notice thereof from BA, then, except as otherwise required by
Applicable Laws, BA shall have the right, upon notice to Focal, to suspend
the license to use BA OSS Information granted by Section 1.5.1 above and/or
the provision of BA OSS Services, in whole or in part.
1.6.2 Focal agrees that BA would be irreparably injured by a breach of
Sections 1.4 or 1.5 above by Focal or the employees, agents or contractors
of Focal, and that BA shall be entitled to seek equitable relief, including
injunctive relief and specific performance, in the event of any such
breach. Such remedies shall not be deemed to be the exclusive remedies for
any such breach, but shall be in addition to any other remedies available
under this Agreement or at law or in equity.
1.7 Relation to Applicable Laws
---------------------------
The provisions of Sections 1.4, 1.5 and 1.6 above shall be in addition to
and not in derogation of any provisions of Applicable Laws, including, but
not limited to, 47 U.S.C. (S) 222, and are not intended to constitute a
waiver by BA of any right with regard to protection of the confidentiality
of the information of BA or BA Customers provided by Applicable Laws.
5
<PAGE>
1.8 Cooperation
-----------
Focal, at Focal's expense, shall reasonably cooperate with BA in using BA
OSS Services. Such cooperation shall include, but not be limited to, the
following:
1.8.1 Upon request by BA, Focal shall by no later than the fifteenth
(15th) day of the month preceding the first calendar month of each calendar
quarter submit to BA reasonable, good faith estimates (by geographic area
designated by BA) of the volume of each BA Retail Telecommunications
Service for which Focal anticipates submitting orders in each week of the
next calendar quarter.
1.8.2 Focal shall participate in cooperative testing of BA OSS Services
and shall provide assistance to BA in identifying and correcting mistakes,
omissions, interruptions, delays, errors, defects, faults, failures, or
other deficiencies, in BA OSS Services. The Parties will jointly agree
upon the schedule for such testing and the tests that will be conducted.
1.9 BA Access to Information Related to Focal Customers
---------------------------------------------------
BA shall have the right to access, use and disclose information related to
Focal Customers that is in BA's possession (including, but not limited to,
in BA OSS Facilities) to the extent such access, use and/or disclosure has
been authorized by the Focal Customer in the manner required by Applicable
Laws.
2. BELL ATLANTIC PRE-OSS SERVICES
------------------------------
2.1 As used in this Schedule 12.3, "BA Pre-OSS Service" means a service
that allows the performance of an activity that is comparable to an
activity to be performed through a BA OSS Service and that BA offers to
provide to Focal. The term "BA Pre-OSS Service" includes, but is not
limited to, the activity of placing orders for BA Telecommunications
Services through a telephone facsimile communication. Prior to purchasing
BA OSS Services, Focal may purchase BA Pre-OSS Services.
2.2 Subject to the requirements of Applicable Laws, the BA Pre-OSS
Services that will be offered by BA shall be as determined by BA and BA
shall have the right to change BA Pre-OSS Services, from time-to-time,
without the consent of Focal. Except as otherwise provided by this
Agreement or Applicable Laws, BA will give Focal notice in writing or
electronically (which may be by giving Focal access to a database or an
Internet site that contains the applicable information, or by other
electronic means) of material modification of the operation of BA Pre-OSS
Services furnished under this Agreement at least thirty (30) days prior to
the time the material modification becomes effective.
2.3 Subject to the requirements of Applicable Laws, the prices for BA Pre-
OSS Services shall be as determined by BA and shall be subject to change by
BA from time-to-time.
6
<PAGE>
2.4 The provisions of Sections 1.5 through 1.9 above shall also apply to
BA Pre-OSS Services. For the purposes of this Section 2.4: (a) references
in Sections 1.5 through 1.9 above to BA OSS Services shall be deemed to
include BA Pre-OSS Services; and, (b) references in Sections 1.5 through
1.9 above to BA OSS Information shall be deemed to include information made
available to Focal through BA Pre-OSS Services.
3. RATES AND CHARGES
-----------------
3.1 The prices for the foregoing services shall be as set forth in BA's
Tariffs or, in the absence of an applicable BA Tariff price, in Exhibit A
or, if not set forth in either, as may be determined by BA from time to
time. If BA at any time offers a resale support service the prices for
which are not stated in BA's Tariffs or Exhibit A and Focal elects to
purchase such service, BA shall have the right to revise Exhibit A to add
such prices; provided that, if the resale support service is already being
used by Focal at the time BA revises Exhibit A to add such prices, except
as otherwise required by this Agreement or Applicable Laws, the revision
shall not become effective until BA has given Focal thirty (30) days prior
notice of the revision.
7
<PAGE>
SCHEDULE 27.0
PERFORMANCE INTERVAL DATES FOR SPECIFIED ACTIVITIES
<TABLE>
<CAPTION>
<S> <C>
SPECIFIED ACTIVITY PERFORMANCE INTERVAL DATE/2/
(i) UNBUNDLED LOCAL LOOP INSTALLATION/1/
- -----------------------------------------------------------------------------------------
1-10 Loops per service order 6 business days from BA's receipt of valid
service order
- -----------------------------------------------------------------------------------------
11-20 Loops per service order 10 business days from BA's receipt of
valid service order
- -----------------------------------------------------------------------------------------
21+ Loops per service order To be negotiated on order-by-order basis
- -----------------------------------------------------------------------------------------
(ii) INTERIM NUMBER PORTABILITY
INSTALLATION
- -----------------------------------------------------------------------------------------
1-10 Numbers per service order 6 business days from BA's receipt of valid
service order
- -----------------------------------------------------------------------------------------
11-20 Numbers per service order 10 days from BA's receipt of valid service
order
- -----------------------------------------------------------------------------------------
21+ Numbers per service order To be negotiated on order-by-order basis
- -----------------------------------------------------------------------------------------
(iii) OUT-OF-SERVICE REPAIRS Less than 24 hours from BA's receipt of
notification of out-of-service condition
- -----------------------------------------------------------------------------------------
</TABLE>
- ------------------------
/1/ The Unbundled Loop Installation intervals set forth in this Schedule 27.0
apply only to ULLs offered by BA as of the date of this Agreement. Installation
intervals for new ULLs will be developed by the Parties as such ULLs become
available.
/2/ Unless otherwise agreed to by the Parties, in which case the Performance
Interval Date shall be extended until the agreed-upon date. Notwithstanding the
Performance Interval Dates contained in this Schedule 27.0, under no
circumstances will BA be obligated to extend installation, provision, or repair
intervals to Focal that are more favorable than BA extends to its own customers
for comparable services.
<PAGE>
SCHEDULE 27.1
FOCAL SERVICE QUALITY STANDARDS
1.0 UNBUNDLED LOCAL LOOP INSTALLATION ORDERS
1.1 All order information submitted by Focal is valid (e.g. street address,
floor/unit number, cable pair assignment, etc.).
1.2 Customer (end user) is available at appointed time and day.
2.0 "LIVE" CUTOVER UNBUNDLED LOCAL LOOP INSTALLATION ORDERS (PURSUANT TO
SECTION 11.6)
2.1 Accurate account and end user information submitted on service request.
2.2 Accurate tie cable and pair assignment provided by Focal on service
request.
<PAGE>
EXHIBIT A
BELL ATLANTIC - DELAWARE, INC.
DETAILED SCHEDULE OF ITEMIZED CHARGES
-------------------------------------
A. BA SERVICES, FACILITIES, AND ARRANGEMENTS:/1/
<TABLE>
<CAPTION>
Service or Element Description: Recurring Charges: Non-Recurring Charge:
- ------------------------------- ------------------ ---------------------
<S> <C> <C>
I. LOCAL CALL TERMINATION/2/
Traffic Delivered at BA End Office $.001082/MOU Not Applicable
Traffic Delivered at BA Tandem or Local
Serving Wire Center $.0019757/MOU Not Applicable
II. UNBUNDLED TRANSPORT
A. DEDICATED TRANSPORT
Voice Grade/DS-0 $9.48/Month & All:
$.0218/Mile/Month ---
$15.16/Service Order
DS-1 $33.94/Month & plus installation
$.47/Mile/Month charges for each
initial and additional
DS-3 $466.82/Month & facility purchased at
$13.10/Mile/Month the time of order:
$371.97/Initial
</TABLE>
- ------------------
/1/ Unless a citation is provided to a generally applicable BA tariff, all
listed rates and services available only to Focal when purchasing these services
for use in the provision of Telephone Exchange Service, and apply only to Local
Traffic and local Ancillary Traffic. BA rates and services for use by Focal in
the carriage of Toll Traffic shall be subject to BA's tariffs for Exchange
Access Service. Adherence to these limitations is subject to a reasonable
periodic audit by BA.
As applied to wholesale discount rates, unbundled Network Elements or call
transport and/or termination of Local Traffic purchased for the provision of
Telephone Exchange Service or Exchange Access, the rates and charges set forth
in Exhibit A shall apply until such time as they are replaced by new rates as
may be approved or allowed into effect by the Commission from time to time
pursuant to the FCC Regulations, subject to a stay or other order issued by any
court of competent jurisdiction. At such time(s) as such new rates have been
approved or allowed into effect by the Commission, the Parties shall amend
Exhibit A to reflect the new approved rates.
/2/ See note 7 regarding measurement and calculation of local traffic
termination charges.
<PAGE>
<TABLE>
<CAPTION>
Service or Element Description: Recurring Charges: Non-Recurring Charge:
- ------------------------------- ------------------ ---------------------
<S> <C> <C>
II. UNBUNDLED TRANSPORT (CONTINUED)
DDS $9.85/Month & Facility &
$.0244/Mile/Month $25.49/Additional
Facility
B. COMMON TRANSPORT
Tandem Switching $.0006688/MOU Not Applicable
Tandem-Switched Transport $.0001221/MOU & Not Applicable
$.0000022/MOU/Mile
C. ENTRANCE FACILITIES All:
---
$15.16/Service Order
plus installation
charges for each initial
and additional facility
purchased at the time
of order:
2-Wire Voice Grade Channel $12.03/Month $528.35/Initial &
Termination $308.95/Additional
$22.61/Month $524.32/Initial &
4-Wire Voice Grade Channel $305.65/Additional
Termination $75.76/Month $560.03/Initial &
$560.03/Additional
DS-1 to Voice Grade Multiplexing
$125.07/Month $692.98/Initial &
$345.57/Additional
DS-1 Channel Termination
$236.38/Month $560.03/Initial &
$560.00/Additional
DS-3 to DS-1 Multiplexing
$910.40/Month $692.98/Initial &
$345.57/Additional
DS-3 Channel Termination
D. DIGITAL CROSS-CONNECT SYSTEM
Service Establishment Not Applicable $2,049.18/Requesting
CLEC
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Service or Element Description: Recurring Charges: Non-Recurring Charge:
- ------------------------------- ------------------ ---------------------
<S> <C> <C>
II. UNBUNDLED TRANSPORT (CONTINUED)
Database Modification Not Applicable $150.83/Modification
Request
Reconfiguration by BA personnel Not Applicable $35.93/Programming
Charge/Half Hour
DS-0 Cross-Connect $20.72/Port/Month $29.39/Port
DS-1 Cross-Connect $72.17/Port/Month $316.74/Port
E. MID-SPAN MEET ARRANGEMENTS To be charged in accordance with the
requirements of Section 4.3 of the Agreement
III. UNBUNDLED SWITCHING/3/
A. LOCAL SWITCHING PORTS
POTS/PBX/Centrex $2.23/Port/Month $5.16/Service Order
$9.09/Installation/Port
ISDN (BRI) $11.64/Port/Month $20.93/Service Order
$16.98/Installation/Port
ISDN (PRI) $114.13/Port/Month $20.93/Service Order
$121.42/Installation/Port
Public/Semi-Public $3.60/Port/Month $15.16/Service Order
$9.09/Installation/Port
DID $4.90/Port/Month $5.16/Service Order
$671.63/Installation /Port
Coordinated Port Cutover Not Applicable $8.98/Port
B. TANDEM SWITCHING USAGE $.0006688/MOU Not Applicable
C. LOCAL SWITCHING USAGE
POTS Originating With
Vertical Features $.003634/MOU Not Applicable
</TABLE>
- -------------------
/3/ In addition to the recurring and non-recurring rates set forth herein for
unbundled switching elements, BA may levy upon a purchaser of such elements any
access charged (or portion thereof) permitted by Applicable Laws.
3
<PAGE>
<TABLE>
<CAPTION>
Service or Element Description: Recurring Charges: Non-Recurring Charge:
- ------------------------------- ------------------ ---------------------
<S> <C> <C>
III. UNBUNDLED SWITCHING (CONTINUED)
POTS Terminating With Vertical $.001927/MOU
Features
ISDN Originating Digital Switched $.0017421MOU All ISDN:
Voice --------
$8.47/Service Order
$.11/Installation
ISDN Terminating DigiW Switched $.000909/MOU
Voice
ISDN Originating Digital Circuit $.001017/MOU
Switched Data
ISDN Terminating Digital Circuit $.000909/MOU
Switched Data
D. POTS FEATURES
PBX $.000609/MOU Both:
----
Multi-line Hunting $.00001/MOU $8.47/Service Order
$.11/Installation
E. CENTREX FEATURES
UCD $.001137/MOU All:
---
Hunting $.000184/MOU $8.47/Service Order
$.11/Installation
Queuing $.000090/MOU
Intercom & Features $.009669/MOU
Attendant $.010077/MOU
Attendant Console $.015105/MOU
Centralized Attendant Services $.153793/MOU
Attendant Access Code Dialing $.044391/MOU
Automatic Route Selection $.000121/MOU
Electronic Tandem Switching $.000781/MOU
F. ISDN CENTREX FEATURE $.002761/MOU $8.47/Service Order
$.11/Installation
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Service or Element Description: Recurring Charges: Non-Recurring Charge:
- ------------------------------- ------------------ ---------------------
<S> <C> <C>
IV. UNBUNDLED LOOPS
POTS (analog 2-Wire) Density Cell:/4/ Service Order: $15.16
------------ -------------
1 - $10.07/Month Installation:
2 - $13.13/Month ------------
3 - $16.67/Month If premises visit not
required, initial &
each additional loop -
$7.36
If premises visit
required, initial loop -
$75.31
If premises visit
required, additional
loop - $28.03)
ISDN Density Cell: Service Order: $20.93
------------ -------------
1 - $11.68/Month Installation:
2 - $14.70/Month ------------
3 - $18.21 /Month If premises visit not
required, initial &
each additional loop -
$16.98
If premises visit
required, initial loop -
$84.93
If premises visit
required, additional
loop - $37.65
Customer Specified Signaling- 2-Wire Density Cell: Service Order: $15.16
------------ -------------
1 - $10.07/Month Installation:
2 - $13.13/Month ------------
3 - $16.67/Month If premises visit not
required, initial &
each additional loop -
$56.20
</TABLE>
- -------------------
/4/ All referenced to Density Cells in this exhibit A shall refer to the
Density Cells described in BA's tariff P.S.C. Del. No. 3A, sections B.1 and C.1.
5
<PAGE>
<TABLE>
<CAPTION>
Service or Element Description: Recurring Charges: Non-Recurring Charge:
- ------------------------------- ------------------ ---------------------
<S> <C> <C>
IV. UNBUNDLED LOOPS (CONTINUED)
If premises visit
required, initial loop -
$136.91
If premises visit
required, additional loop
- $89.63
Customer Specified Signaling - 4-Wire Density Cell: Service Order: $15.16
------------ -------------
1 - $19.34/Month Installation:
2 - $24.75/Month ------------
3 - $29.96/Month If premises visit not
required, initial &
each additional loop -
$56.20
If premises visit
required, initial loop -
$136.91
If premises visit
required, additional
loop - $89.63
DS- 1 Density Cell: Service Order: $15.16
------------ -------------
1 - $120.24/Month Installation:
2 - $129.69/Month ------------
3 - $135-94/Month If premises visit not
required, initial &
each additional loop -
$56.20
If premises visit
required, initial loop -
$136.91
If premises visit
required, additional
loop - $89.63
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Service or Element Description: Recurring Charges: Non-Recurring Charge:
- ------------------------------- ------------------ ---------------------
<S> <C> <C>
IV. UNBUNDLED LOOPS (CONTINUED)
2 Wire ADSL Loops TBD TBD
2 Wire & 4 Wire HDSL Loops TBD TBD
Coordinated Loop Cutover Not Applicable If premises visit not
required, $8.98/Loop
If premises visit
required, $21.75/Loop
V. COLLOCATION CROSS-CONNECTION
A. VOICE GRADE LOOP
Physical DSO CO side to equipment $.70/Month Not Applicable
Virtual DSO with RFT CO side
MDF to equipment $1.91/Month Not Applicable
Virtual DS1 with EDSX
(1DS1 + 24 DSOs with IDLC) $78.41/Month Both:
----
$15.16/Service Order
$550.30/Initial
Virtual DS1 with CFA
(24DSOs with IDLC) $61.78/Month Installation &
$213.30/Additional
Installations
B. OTHER
Physical DSe or DS1 Cable Rack $.50/Month Not Applicable
Physical DS3 $87.15/Month All:
---
$15.16/Service Order
Physical DS1 $15.75/Month $485.93/Initial
Installation &
Virtual DS3 $99.14/Month $197.21/Additional
Installations
Virtual DS1 $16.63/Month
VI. TIME AND MATERIALS
Special Construction As applicable per BA-DE Discretionary Price
List pp. 51-51A
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Service or Element Description: Recurring Charges: Non-Recurring Charge:
- ------------------------------- ------------------ ---------------------
<S> <C> <C>
VI. TIME AND MATERIALS (CONTINUED)
Service Technician (service work on Not Applicable $5.89/Service Order
unbundled loops outside of the Central $28.23/Prernises Visit
Office) $12.76 Labor Charge/
Quarter Hour After
First Quarter Hour
Central Office Technician Not Applicable $5.89/Service Order
$12.88 Labor Charge/
Quarter Hour
VII. SIGNALING AND DATABASES
A. STP PORT
Termination $312.87/Month $90.64/Port
Access $1.32/Mile/Month $15.16/Service Order
$296.48/Initial Facility
& $25.49/Additional
Facility
B. 800/888 DATABASE
Basic Query $.0007172/Query Not Applicable
Vertical Query $.000231/Query Not Applicable
C. LIDB VALIDATION
LIDB Point Codes Not Applicable $86.88/Point Code
Calling Card $.01551/Query Not Applicable
Billed Number Screening $.01551/Query Not Applicable
Storage of Requesting Focal's
Data in LIDB Database Not Applicable $1,487.64 Service
Establishment/Requesting
CLEC
D. AIN SERVICE CREATION (ASC) SERVICE
1. DEVELOPMENTAL CHARGES
Service Establishment Not Applicable $898.15/Requesting
CLEC
Service Creation Access Port $104.80/Port/Month Not Applicable
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Service or Element Description: Recurring Charges: Non-Recurring Charge:
- ------------------------------- ------------------ ---------------------
<S> <C> <C>
D. AIN SERVICE CREATION (ASC) SERVICE (CONTINUED)
Service Creation Usage
a. Remote Access $1,095.49/Day Not Applicable
b. On-Premise $1,095.49/Day Not Applicable
Certification & Testing $78.22/Hour Not Applicable
Help Desk Support $82.79/Hour Not Applicable
2. SERVICE CHARGES
Subscription Charge $1.44/Month Not Applicable
Database Queries
a. Network Query $.0003/Query Not Applicable
b. Focal Network Query $.0003/Query Not Applicable
c. Focal Switch Query $.0003/Query Not Applicable
Trigger Charge
a. Line Based $.0005/Query Not Applicable
b. Office Based $.0005/Query Not Applicable
Utilization Element $.0002/ACU Not Applicable
Service Activation Charge
a. Network Service Not Applicable $8.86/Service
Activation Activated/Line
b. Focal Network Service Not Applicable $8.86/Service
Activation Activated/Line
c. Focal Switch Service Not Applicable $8.86/Service
Activation Activated/Line
Service Modification
DTMF Update $.0550/Occurrence Not Applicable
Switch Based Announcement $.0010/ Not Applicable
Announcement
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Service or Element Description: Recurring Charges: Non-Recurring Charge:
- ------------------------------------------- ------------------------- ----------------------
<S> <C> <C>
VIII. DIRECTORY LISTINGS & BOOKS
Primary Listing Not Applicable $5.38/Listing/No.
Additional Tariffed Listing
Services As per BA-DE tariff No. 1 sec. 5.
Books & delivery (annual home
area directories only) No charge for normal numbers of books
delivered to end users; bulk deliveries to
Focal per separate arrangement
IX. OPERATOR SERVICES/DIRECTORY ASSISTANCE
Direct Access $.03168/Query $15,390.10/
Requesting CLEC
$26,901.60/Link
Directory Assistance $.35013/Call Not Applicable
Directory Transport
Tandem Switching $.000579/Call Not Applicable
Tandem-Switched Transport $.000105/Call & Not Applicable
$.000002/Mile/Call
Operator Services - Live $.012784/Operator Not Applicable
Work Second
Operator Services - Automated $.001283/Automated Not Applicable
Work Second
Branding for Directory Assistance
and/or Operator Services Not Applicable $1,377.20/Message
Carrier-to-Carrier LSV/VCI
Requests $.012784/Operator Not Applicable
Work Second
X. ACCESS TO OPERATION SUPPORT SYSTEMS
A. PRE-ORDERING $.2256/Query Not Applicable
B. ORDERING $2.734/Query Not Applicable
C. PROVISIONING Included in Ordering Not Applicable
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Service or Element Description: Recurring Charges: Non-Recurring Charge:
- ------------------------------------------- ------------------------- ----------------------
<S> <C> <C>
X. ACCESS TO OPERATION SUPPORT SYSTEMS (CONTINUED)
D. MAINTENANCE & REPAIR
1. ECG Access $.2256/Query Not Applicable
2. EB/OSI Access $1.18/Trouble Ticket Not Applicable
E. BILLING
1. CD-ROM $249.69/CD-ROM Not Applicable
2. Daily Usage File
a. Existing Message
Recording $.0002618/Message Not Applicable
b. Delivery of DUF
Data Tape $17.25/Tape $62.14/Programming
Hour
Network Data Mover $.0000957/Message Not Applicable
CMDS $.0000957/Message $62.14/Programming
Hour
c. DUF Transport
9.6 kb Communications
Port $10.37/Month $6,185.60/Port
56 kb Communications
Port $28.63/Month $25,600.86/Port
256 kb Communications
Port $28.63/Month $42,613.35/Port
TI Communications Port $363.65/Month $152056.67/Port
Line Installation Not Applicable $62.14/Programming
Hour/Port
Port Set-up Not Applicable $9.98/Port
Network Control
Programming Coding Not Applicable $62.14/Programming
Hour/Port
XI. EXCHANGE ACCESS SERVICE
Interstate Per BA-FCC tariff number 1
Intrastate Per BA- DE tariff number 35
XII. NUMBER PORTABILITY
Interim (using RCF) Track & true-up until interim funding
mechanism established.
Permanent Per permanent funding mechanism when
established.
Access pass-through to number
portability purchaser In accordance with Section 14.5 of Agreement
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Service or Element Description: Recurring Charges: Non-Recurring Charge:
- ------------------------------------------- ------------------------- ----------------------
<S> <C> <C>
XIII. 911/E911
Transport Per section II above.
Data Entry and Maintenance No Charge
XIV. POLES CONDUITS & ROW Per contract rates pursuant to 47 U.S.C. sec.
224
Illustrative:
Duct: $2.50/Foot/Year
Pole: $2.68/AttachmentfYear
XV. NETWORK INTERFACE DEVICE (NID) $.65/Month Not Applicable
XVI. ACCESS TO TELEPHONE NUMBERS (NXX No Charge
CODES ISSUED PER ICCF CODE ADMINISTRATION
GUIDELINES)
XVII. LOCAL DIALING PARITY No Charge
XVIII. CUSTOMIZED ROUTING
To Reseller Platform $.073942/Line/Month $3.78/Line
To BA Platform for Re-Branding $.069/Call $3.78/Line
Customized Routing Transport Per section II above.
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Service or Element Description: Recurring Charges: Non-Recurring Charge:
- ------------------------------------------- ------------------------- ----------------------
<S> <C> <C>
XIX. WHOLESALE DISCOUNT FOR RESALE OF RETAIL TELECOMMUNICATIONS SERVICES/5/
Resale of retail services if Focal
provides own operator services platform 20.0% or discount rate as established by
Commission Order.
Resale of retail services if Focal uses
Bell Atlantic operator services platform 16.0% or discount rate as
established by Commission Order.
B. FOCAL SERVICES, FACILITIES, AND ARRANGEMENTS:
I. LOCAL CALL TERMINATION/6/
Traffic Delivered at End Office $.001082/MOU Not Applicable
Traffic Delivered at Tandem or Local
Serving Wire Center $.001957/MOU Not Applicable
II. NUMBER PORTABILITY
Interim (using RCF) Track & true-up until interim funding
mechanism established
Permanent Per permanent funding mechanism when
established.
Access pass-through to number In accordance with Section 14.5 of
portability purchaser Agreement.
</TABLE>
- -------------------
/5/ Excludes telecommunications services designed primarily for wholesale, such
as switched and special exchange access service, and, subject to Section 12 of
the Agreement, the following additional arrangements that are not subject to
resale: limited duration (90 days or less) promotional offerings, public coin
telephone service, and technical and market trials. Taxes shall be collected and
remitted by the reseller and BA in accordance with legal requirements and as
agreed between the Parties. Surcharges (e.g., 911, telecommunications relay
service, universal service fund) shall be collected by the reseller and either
remitted to the recipient agency or NECA, or passed through to BA for remittance
to the recipient agency or NECA, as appropriate and agreed between the Parties.
End user common line charges shall be collected by the reseller and remitted to
BA.
Pending establishment of mechanized billing procedures adapted to resale,
BA will apply the wholesale discount for resale as a "bottom-of-the-bill"
discount rate and will utilize a "true-up" process to correct possible
inadvertent application of the wholesale discount to the exclusions identified
herein and to reflect other adjustments as the Companies agree.
/6/ See note 7 regarding measurement and calculation of local traffic
termination charges.
13
<PAGE>
<TABLE>
<S> <C>
III. EXCHANGE ACCESS SERVICE
Interstate Per Focal FCC exchange access tariff.
Intrastate Per Focal DE tariff exchange access tariff.
IV. LOCAL DIALING PARITY No Charge
V. ALL OTHER FOCAL SERVICES AVAILABLE TO BA Available at Focal's tariffed or otherwise
FOR PURPOSES OF EFFECTUATING LOCAL EXCHANGE generally available rates. not to exceed BA
COMPETITION rates for equivalent services available to Focal.
VI. OTHER SERVICES $.03 per call No Charge
Information Service Billing Fee
</TABLE>
14
<PAGE>
7 LOCAL TRAFFIC TERMINATION RATES
A. Charges by BA
-------------
(a) Traffic delivered to BA Local Serving Wire Center ("LSWC") or BA Access
Tandem: $.001957 per mou.
(b) Traffic delivered directly to terminating BA End Office: $.001082 per
mou.
B. Charges by Focal
----------------
1. Single-tiered interconnection structure:
Focal's rates for the termination of BA's Local Traffic under the single-
tiered interconnection structure shall be recalculated once each year on each
anniversary of the Effective Date (the "Rate Determination Date"). The
methodology for recalculating the rates is as follows:
LSWC/Access Tandem Minutes = Total minutes of use of Local Traffic
delivered by Focal to the BA LSWC or BA Access Tandem for most recent
billed quarter.
End Office Minutes = Total minutes of use Local Traffic delivered by
Focal directly to the terminating BA End Office for most recent billed
quarter.
Total Minutes = Total minutes of use of Local Traffic delivered by Focal
to BA for most recent billed quarter.
Focal Charge at the Focal-IP =
(LSWC/Access Tandem Minutes x $.001957) / (End Office Minutes x $.001082)
-------------------------------------------------------------------------
Total Minutes
For the first year after the Effective Date, the Focal charge shall be
calculated based on the traffic data of the quarter immediately preceding
such Effective Date, or if no such traffic exists, on the proportion of local
call termination trunks to BA End Offices and to BA LSWC/Access Tandems.
2. Multiple-tiered interconnection structure (if offered by Focal to any
carrier)
(a) Local Traffic delivered to Focal LSWC or Focal Access Tandem: $.001957
(b) Local Traffic delivered to terminating Focal End Office/node: $.001082
C. Miscellaneous Notes
-------------------
1. In the event a Company desires to deliver Local Traffic to a LSWC (i) that is
not located within 25 miles of the Tandem Office that it subtends, or (ii)
where the Tandem Office that it subtends; is not located within 25 miles of
the Tandem Office that is subtended by the terminating End Office, or (iii)
that is not located within 25 miles of the Tandem Office that
15
<PAGE>
is subtended by the terminating End Office, then such Company shall (x) in
addition to paying the LSWC/Access Tandem termination rate described above,
purchase the necessary facilities from the terminating Company to transport
such Traffic to an Access Tandem that is not subject to any of conditions
(i), (ii), or (iii) above, (y) purchase such other service(s) as the
terminating Company may offer under applicable tariff to remedy such
condition(s), or (z) enter into a new compensation arrangement as the Parties
may agree. Notwithstanding the foregoing, nothing in this Statement shall
obligate BA to provide switching services at a LSWC when it functions as
such.
2. The Focal termination rate under the single-tiered interconnection structure
set forth above is intended to be a Local Traffic termination rate for
Interconnection to the Focal-IP within each LATA that is reciprocal and equal
to the actual rates that will be charged by BA to Focal under the two-tiered
Local Traffic termination rate structure described above that will apply
after the first anniversary of the Effective Date. The single Focal
termination rate is also intended to provide financial incentives to Focal to
deliver traffic directly to BA's terminating End Offices once Focal's traffic
volumes reach an appropriate threshold.
16
<PAGE>
EXHIBIT B
NETWORK ELEMENT BONA FIDE REQUEST
1. Each Party shall promptly consider and analyze access to a new
unbundled Network Element with the submission of a Network Element Bona Fide
Request hereunder. The Network Element Bona Fide Request process set forth
herein does not apply to those services requested pursuant to Report & Order and
Notice of Proposed Rulernaking 91-141 (rel. October 19, 1992), Paragraph 259 and
Footnote 603) or subsequent orders.
2. A Network Element Bona Fide Request shall be submitted in writing and
shall include a technical description of each requested Network Element, the
telecommunications service(s) to be provided by the requesting Party using the
requested Network Element(s), the means of Interconnection, the number or volume
requested, the locations, and the date(s) such Network Elements are desired.
The requesting Party shall either make a binding commitment to order the Network
Elements requested in the quantity and within the time frame requested or to pay
the requested Party the costs of processing the Requests.
3. The requesting Party may cancel a Network Element Bona Fide Request at
any time, but shall pay the other Party's reasonable and demonstrable costs of
processing and/or implementing the Network Element Bona Fide Request up to the
date of cancellation.
4. Within ten (10) business days of its receipt, the receiving Party shall
acknowledge receipt of the Network Element Bona Fide Request.
5. Except under extraordinary circumstances, within thirty (30) days of its
receipt of a Network Element Bona Fide Request, the receiving Party shall
provide to the requesting Party a preliminary analysis of such Network Element
Bona Fide Request. The preliminary analysis shall confirm that the receiving
Party will offer access to the Network Element or will provide a detailed
explanation that access to the Network Element is not technically feasible
and/or that the request does not qualify as a Network Element that is required
to be provided under the Act.
6. If the receiving Party determines that the Network Element Bona Fide
Request is technically feasible and otherwise qualifies under the Act, it shall
promptly proceed with developing the requested Network Element upon receipt of
written authorization from the requesting Party. When it receives such
authorization, the receiving Party shall promptly develop the requested
services, determine their availability, calculate the applicable prices and
establish installation intervals.
7. Unless the Parties otherwise agree, the requested Network Element must be
priced in accordance with Section 252(d)(1) of the Act.
1
<PAGE>
8. As soon as feasible, but not more than ninety (90) days after its receipt
of authorization to proceed with developing the requested Network Element, the
receiving Party shall provide to the requesting Party a Network Element Bona
Fide Request quote which will include, at a minimum, a description of each
Network Element, the availability, the applicable rates and the installation
intervals.
9. Within thirty (30) days of its receipt of the Network Element Bona Fide
Request quote, the requesting Party must either confirm its order for the
requested Network Element pursuant to the Network Element Bona Fide Request
quote or seek arbitration by the Board . pursuant to Section 252 of the Act.
10. If a Party to a Network Element Bona Fide Request believes that the other
Party is not requesting, negotiating or processing the Network Element Bona Fide
Request in good faith, or disputes a determination, or price or cost quote, or
is failing to act in accordance with section 251 of the Act, such Party may seek
mediation or arbitration by the Board pursuant to Section 252 of the Act.
2
<PAGE>
EXHIBIT C
DIRECTORY ASSISTANCE AND CALL COMPLETION SERVICES AGREEMENT
THIS AGREEMENT is made, effective this ______ day of _________, 1998, by and
between BELL ATLANTIC NETWORK SERVICES, INC. (hereinafter referred to as "Bell
Atlantic"), a Delaware corporation with offices at 13100 Columbia Pike, Silver
Spring, NM 20904, and ____________________ (hereinafter referred to as
"Carrier"), a ___________________ corporation with offices at _________________.
1. SCOPE AND TERM OF AGREEMENT
---------------------------
1.1 SCOPE This Agreement sets forth the terms and conditions which shall
govern the use of and payment for Directory Assistance (DA) Service and
IntraLATA Call Completion Service (hereinafter collectively referred to as
"Services") to be provided by Bell Atlantic, or its affiliated companies, to
Carrier. Carrier shall subscribe to and pay for Services for Carrier's local
exchange customers in the _____________ LATAs.
1.2 TERM The initial term of this Agreement shall commence as of 12:01 a.m. on
the date first written above and shall expire upon the conclusion of the
subscription period selected by Carrier in Appendix A. At the end of this
initial term, this Agreement, including Carrier's subscription to Services,
shall automatically renew for the same length of time as the initial
subscription period unless either party provides written notice to the other of
its intent to terminate at least three (3) months prior to the expiration of the
current term.
2. DESCRIPTION OF SERVICES
-----------------------
2.1 DIRECTORY ASSISTANCE (DA) SERVICE
a. Directory Assistance Service shall consist of 1) directory transport by
Bell Atlantic from the point of Bell Atlantic's interconnection with Carrier's
trunks to Bell Atlantic's designated DA locations, and 2) the provision of
telephone number listings by Bell Atlantic Carrier Call Representatives (CCRs)
in response to calls from Carrier's local exchange customers located in the
LATAs designated in Section 1.1, at the rates specified in Appendix A.
b. A maximum of two requests for telephone numbers will be accepted per DA
call. A "DA call" as used in this Agreement shall mean a call answered by or
forwarded to Bell Atlantic, regardless of whether a telephone number is
requested, provided or available. The listings that will be available to
Carrier's customers are those telephone numbers that are listed in Bell
Atlantic's DA records for the LATAs or NPAs designated in Section 1.1.
1
<PAGE>
2.2 CONNECT REQUESTS(SM) SERVICE
a. Connect ReQuests(SM) Service is an optional DA call completion service.
It provides Directory Assistance end users the option of placing a call to a
requested DA listing without having to hang up and redial. If a caller requests
two numbers on a DA call, only the second number will be completed using Connect
ReQuests(SM).
b. Connect ReQuest(SM) requires that the Carrier meet switching, facility,
and other technical standards as required by Bell Atlantic to provide this
Service. Bell Atlantic will deliver all Connect ReQuests(SM) calls back to the
Carrier for completion.
2.3 INTRALATA CALL COMPLETION SERVICE
a. IntraLATA Call Completion Service consists of the live and automated call
completion services specified in Appendix B, including the completion of
collect, card and bill-to-third party calls; busy line verification; customer
requested interrupt; and other assistance to callers. IntraLATA Call Completion
Service includes the support of the Bell Atlantic carrier call centers and call
completion facilities used to provide such services to Carrier.
b. Bell Atlantic will provide Carrier with unrated records for the call
completion services provided by Bell Atlantic on behalf of Carrier. The rating,
billing, and settlement of end-user charges for the calls are the responsibility
of Carrier.
2.4 BRANDING Branding is a service option that permits the Carrier to deliver
a customized front end announcement to its callers, identifying the Carrier as
the customer service provider. Branding is available for DA as well as Call
Completion Services. Carrier shall provide the information required by Bell
Atlantic to create this announcement. Branding also requires that the Carrier
maintain dedicated trunking arrangements to the designated Bell Atlantic DA or
operator switch location.
2.5 CARRIER SUBSCRIPTION SELECTION FORM The specific Services to which Carrier
shall subscribe and the applicable service subscription periods are contained in
Appendix A ("Carrier Subscription Selection Form").
3. COMMENCEMENT AND IMPLEMENTATION OF SERVICE
------------------------------------------
3.1 TECHNICAL QUESTIONNAIRE Each party shall make good-faith efforts to carry
out its respective responsibilities in meeting a jointly established schedule
for implementation. All records and other required information specified in
Appendix C will be furnished by Carrier at least sixty (60) days prior to the
commencement of Services (i.e., the cutover date described in Section 3.2.)
Notices of any changes, additions, or deletions to such records and information
shall be provided promptly in writing by Carrier to Bell Atlantic.
2
<PAGE>
3.2 CUTOVER The cutover date for a selected Services shall be the date on
which such Service shall be available to all of Carrier's local exchange
customers in the LATAs designated in Section 1.1. The subscription term set
forth in Appendix A for such Services shall commence on the cutover date.
3.3 SERVICE REVIEW MEETINGS Bell Atlantic will meet and confer with Carrier
during the term of this Agreement to review and discuss the Services provided
under this Agreement. The times for meetings will be established by mutual
agreement of the parties.
4. EQUIPMENT AND FACILITIES
------------------------
4.1 BELL ATLANTIC will establish and maintain such access equipment and related
facilities for its Carrier Call Centers as may be necessary to perform the
Services specified in Appendix A, provided that Carrier furnishes Bell Atlantic
the information specified in Appendix C and any changes in such information in a
timely and accurate manner. Any additional Services that Carrier seeks during
the term of this Agreement will be subject to mutual agreement and the
availability of facilities and equipment.
4.2 CARRIER will provide and maintain such equipment within its premises as is
necessary to permit the Bell Atlantic to perform the agreed upon Services in
accordance with Bell Atlantic standard equipment operation and traffic operation
procedures.
4.3 CARRIER TRANSPORT AND SWITCHED ACCESS CONNECTION
a. Carrier shall, at its expense, arrange for and establish the trunking
and other transport, interface, and signaling arrangements required for Bell
Atlantic to provide Services to Carrier. Separate dedicated trunks for each NPA
or LATA may be required. Any trunks or other transport and access that Carrier
obtains from Bell Atlantic to deliver Carrier's calls to Bell Atlantic shall be
provided pursuant to the applicable tariffs, and not under this Agreement. Bell
Atlantic agrees to coordinate the scheduling of Services to be provided under
this Agreement with the scheduling of any trunking or related services
provisioned by Bell Atlantic under the tariffs.
b. Carrier shall specify the number of trunks required for Services. For
Directory Assistance Service, Carrier must provide Feature Group D (FGD) trunks
directly to the location designated by Bell Atlantic. For IntraLATA Call
Completion Service, Carrier must provide trunks with operator services signaling
directly to the location designated by Bell Atlantic. Bell Atlantic shall
provide Carrier at least three (3) months advance notice in the event of any
change in designated locations.
5. PAYMENT FOR SERVICES
--------------------
5.1 RATES Carrier agrees to pay for Services at the rates contained in
Appendix A.
3
<PAGE>
5.2 SETTLEMENTS Carrier shall render payment to Bell Atlantic net thirty (30)
calendar days from the date of delivery of the Service or from the date of
billing for the Service, whichever occurs later. Carrier shall pay interest on
any amount overdue at the rate of fifteen (15) percent per annum.
5.3 TAXES The rates specified in this Agreement and Appendices are exclusive
of all taxes, duties or similar charges imposed by law. Carrier shall be liable
for and shall reimburse Bell Atlantic for any sales, use, excise or other taxes
applicable to the services performed under this Agreement.
5.4 LIQUIDATED DAMAGES In the event that Carrier discontinues using Bell
Atlantic's Services in whole or in part, or ten-ninates this agreement prior to
the expiration of the subscription term, the parties agree that Bell Atlantic
will incur expenses and damages that will be difficult to calculate. Therefore,
the parties agree that in the event of such discontinuance or termination,
Carrier shall pay an amount equal to the charges billed for the month in which
the highest usage of Services occurred, multiplied by the number of months
remaining in the thencurrent term, or b) the sum of $100,000, whichever is
greater. If Carrier causes this Agreement to terminate before the commencement
of any Service selected in Appendix A, Carrier shall pay for all costs already
incurred by Bell Atlantic in establishing and preparing for the commencement of
such Service or the sum of $100,000, whichever is greater.
5.5 CARRIER'S CUSTOMERS Carrier shall be responsible for all contacts and
arrangements with its customers concerning the provision and maintenance, and
the billing and collection, of charges for Services furnished to Carrier's
customers.
6. LIMITATION OF LIABILITY
-----------------------
6.1 DIRECT DAMAGES In the event that Bell Atlantic, through negligence or
willful misconduct, fails to provide the Services selected and contracted for
under this Agreement, Bell Atlantic shall be liable to Carrier for Carrier's
direct damages resulting from such failure, up to an amount not to exceed the
payment of charges under this Agreement for the Services affected.
6.2 OTHER REMEDIES The extent of Bell Atlantic's liability arising under this
Agreement shall be limited as described in paragraph 6.1 above. In no event
shall Bell Atlantic be liable for any other loss, cost, claim, injury,
liability, or expense related to or arising out of this Agreement or the
Services provided hereunder including, but not limited to, any incidental,
special, indirect, or consequential damages, including but not limited to loss
of revenue or profit, whether recovery is sought in tort, contract, or
otherwise, even if Bell Atlantic had notice of such damages.
7. DEFAULTS AND TERMINATION
------------------------
7.1 DEFAULTS OR VIOLATIONS If Carrier defaults in the payment of any amount
due hereunder, or if Bell Atlantic fails to provide Services as agreed
hereunder, and such default or failure shall continue for thirty (30) days after
written notice thereof, the other company may terminate this agreement with
seven (7) days written notice.
4
<PAGE>
8. CONFIDENTIAL INFORMATION
------------------------
8.1 CONFIDENTIALITY The parties agree that all confidential and proprietary
information that is marked as specified in Section 8.2 and that is disclosed by
either party to the other party for the purposes of this Agreement, including
rates and terms, shall be treated as confidential unless a) such information was
previously or becomes known to the receiving party free of any obligation to
keep it confidential, b) has been or is subsequently made public by the
disclosing party, or c) is required to be disclosed by law. The receiving party
shall not, except in the performance of the Services under this Agreement or
with the express prior written consent of the other party, disclose or permit
access to any confidential information to any other parties. The parties agree
to advise their respective employees, agents and representatives to take such
action as may be advisable to preserve and protect the confidentiality of such
information.
8.2 MARKING OF CONFIDENTIAL INFORMATION All information the disclosing party
considers proprietary or confidential, if in writing or other tangible form,
shall be conspicuously labeled or marked as "Proprietary" or "Confidential" and,
if oral, shall be identified as proprietary at the time of disclosure and
promptly confirmed in writing. Either party shall have the right to correct any
inadvertent failure to designate information as proprietary by written
notification within ten (10) days following disclosure.
9. RELATIONSHIP OF THE PARTIES
---------------------------
9.1 INDEPENDENT CONTRACTORS Bell Atlantic and Carrier shall be independent
contractors under this Agreement and all services under this Agreement shall be
performed by Bell Atlantic as an independent contractor and not as an agent of
Carrier.
9.2 RESPONSIBILITY FOR EMPLOYEES AND AGENTS All persons furnished by Bell
Atlantic shall be considered solely Bell Atlantic's employees or agents, and
Bell Atlantic shall be responsible for compliance with all laws, rules, and
regulations relating to such persons including, but not limited to, hours of
labor, working conditions, workers' compensation, payment of wages, benefits,
unemployment, social security and other payroll taxes. Each party's employees
and agents, while on premises of the other, shall comply with all rules and
regulations, including any applicable security procedures and safeguarding of
confidential data.
10. GENERAL CONDITIONS
------------------
10.1 ASSIGNMENT Neither party may assign or delegate its rights and obligations
under this Agreement without the prior written consent of the other party except
that Bell Atlantic may assign this Agreement to an affiliate or subsidiary
without such consent.
10.2 CHOICE OF LAW The validity, construction and performance of this Agreement
shall be governed by the laws of _____________.
5
<PAGE>
10.3 COMPLIANCE WITH LAWS Each party shall comply with all applicable federal,
state, county and local laws, ordinances, regulation, rules and codes in the
performance of this Agreement. Neither party shall be liable to the other for
termination of this Agreement or any services to be provided hereunder
necessitated by compliance with any law, rule, regulation or court order of a
duly authorized governmental body.
10.4 CONTINGENCY Neither party shall be held responsible or liable to the other
for any delay or failure in performance caused by fires, strikes, embargoes,
requirements imposed by Government regulation, civil or military authorities,
act of God or by the public enemy, or other causes beyond the control of Carrier
or Bell Atlantic. If such a contingency occurs, the party injured by the
other's inability to perform may: a) terminate the affected services or part
thereof not already rendered; or b) suspend the affected services or part
thereof for the duration of the delaying cause and resume performance once the
delaying causes cease.
10.5 LICENSES No licenses, expressed or implied, under any patents, copyrights,
trademarks or other intellectual property rights are granted by Bell Atlantic to
Carrier under this Agreement.
10.6 NOTICES Except as otherwise specified in this Agreement, any notice
required or permitted under this Agreement shall be in writing and shall be
given to the other party at the address designated below by hand delivery,
registered returri-receipt requested mail, confirmed facsimile, or nationally
recognized courier service:
For Bell Atlantic: Bell Atlantic Network Services, Inc.
13100 Columbia Pike, D39
Silver Spring, MD 20904
Attn: _______________, Product Manager
For Carrier:
The above addresses may be changed by giving thirty (30) calendar days prior
written notice as prescribed above. Notice shall be deemed to have been given
or made on the date of delivery if received by hand, facsimile or express
courier, and three days after delivery to the U.S. Postal Service, if mailed.
10.7 PUBLICITY Bell Atlantic and Carrier agree to submit to each other prior to
publication all advertising, sales promotions, press releases and other
publicity matters containing or mentioning a) the services performed by Bell
Atlantic under this Agreement, b) either party's name or marks, or c) language
from which either party's names or marks may be inferred or implied. Bell
Atlantic and Carrier further agree not to publish or use any such advertising,
sales promotion, press releases, or publicity matters unless it obtains the
other party's prior written consent.
6
<PAGE>
10.8 SEVERABILITY If any provision of this Agreement or the application of any
provision shall be held by a tribunal of competent jurisdiction to be contrary
to law or unenforceable, the remaining provisions of this Agreement shall
continue in full force and effect.
10.9 SURVIVAL All obligations hereunder, incurred by either Bell Atlantic or
Carrier prior to the cancellation, termination or expiration of this Agreement
shall survive such cancellation, termination or expiration.
10.10 CAPTIONS AND SECTION HEADINGS The captions and section headings in this
Agreement are for convenience only and do not affect the meaning or
interpretation of this Agreement.
10.11 DUPLICATE ORIGINALS This Agreement may be executed separately by the
parties in one or more counterparts. Each duplicate executed shall be deemed an
original, and all together shall constitute one and the same document.
10.12 NONDISCLOSURE OF AGREEMENT Each party agrees not to disclose the terms and
conditions of this Agreement to any third party, except that it shall not be
deemed a breach of this provision for the parties to disclose the terms and
conditions of this Agreement to their respective subsidiaries and affiliated
companies or to any duly constituted governmental body which requires
disclosure.
10.13 ENTIRE AGREEMENT The terms and conditions of this Agreement, including
Appendices A, B, and C attached to this Agreement, constitute the entire
Agreement between Bell Atlantic and Carrier relating to the subject matter of
this Agreement, and supersede any and all prior or contemporaneous
understandings, promises or representations, whether written or oral, between
the parties relating to the subject matter of this Agreement. Any waiver,
modification or amendment of any provision of this Agreement, or of any right or
remedy hereunder, shall not be effective unless made in writing and signed by
both parties.
IN WITNESS WHEREOF, the parties agree that the effective date of this Agreement
is the date first written above, and each party wan-ants that it has caused this
Agreement to be signed and delivered by its duly authorized representative.
BELL ATLANTIC
NETWORK SERVICES, INC.
Name:_____________________________ Name:________________________________
Title:____________________________ Title:_______________________________
Signature:________________________ Signature:___________________________
Date:_____________________________ Date:________________________________
7
<PAGE>
APPENDIX A
CARRIER SUBSCRIPTION SELECTION FORM
-----------------------------------
<TABLE>
<CAPTION>
CONTRACT DA SERVICE SELECTED SUBSCRIPTION RATE PER
PERIOD CALL
- --------------------------------------------------------------------------------------
<S> <C> <C>
Directory Assistance - Standard Year(s)
- --------------------------------------------------------------------------------------
Directory Assistance - Standard with Front End
Branding* Year(s)
- --------------------------------------------------------------------------------------
Directory Assistance - Live Response Year(s)
- --------------------------------------------------------------------------------------
Directory Assistance - Live Response with Front
End Branding* Year(s)
- --------------------------------------------------------------------------------------
Directory Assistance Call Completion Year(s)
- --------------------------------------------------------------------------------------
IntraLATA Call Completion Year(s) See rates below
- --------------------------------------------------------------------------------------
Branded IntraLATA Call Completion* Year(s) See rates below
- --------------------------------------------------------------------------------------
</TABLE>
* Plus nonrecurring Branding Fee of $_______________.
For informational purposes, the following are the charges for Directory
Transport to be provided under the applicable tariffs. (Call miles are measured
from the BA Wire Center serving Carrier's premises to the DA location):
<TABLE>
<CAPTION>
Call Miles Rate Per Call
- ---------------------- -------------
<S> <C>
0 to 1 mile $0.0014
greater than 1 to 4 miles 0.0015
greater than 4 to 8 miles 0.0016
greater than 8 to 16 miles 0.0018
greater than16 to 25 miles 0.0018
greater than 25 to 50 miles 0.0019
greater than 50 to 200 miles 0.0020
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
CALL COMPLETION RATES
- --------------------------------------------------------------------------
TOTAL ANNUAL CALL AUTO AUTO COLLECT/ LIVE CCR HANDLED
VOLUME (ALL CALLS) PER CALL THIRD (PER CALL) PER CCR WORK SECOND
- --------------------------------------------------------------------------
<S> <C> <C> <C>
0-20,000
- --------------------------------------------------------------------------
20,001 - 100,000
- --------------------------------------------------------------------------
100,001 +
- --------------------------------------------------------------------------
</TABLE>
<PAGE>
Notes: 1) Trunking and switched access costs are not included in the above
- ----- DA and Call Completion rates.
2) Rates for automated IntraLATA Call Completion calls are based on
call attempts.
- ------------------------------- -----------------------------
Signature (Bell Atlantic) Signature(Carrier)
<PAGE>
APPENDIX B
INTRALATA CALL COMPLETION SERVICES
----------------------------------
1. Calling Card
------------
Bell Atlantic Carrier Call Representative keys the calling card number and
call details into the system, secures validation, and releases the call
into the network.
2. Collect
-------
Bell Atlantic Carrier Call Representative obtains the calling party's name,
keys the call details if necessary, announces the call to the called party,
waits for acceptance, and releases the call into the network.
3. Billed To A Third Party
-----------------------
Bell Atlantic Carrier Call Representative requests the calling party's
name, keys the call details if necessary, calls the third party to verify
acceptance of billing, and releases the call once acceptance is given.
4. Assistance - Other
------------------
Bell Atlantic Carrier Call Representative will dial a called number for the
customer for any of the following reasons:
4.1 Customer encounters trouble such as wrong number, poor transmission or
cutoff, and requests a credit or reconnection.
4.2 Customer desires time and charges at the end of conversation.
4.3 Customer requires dialing assistance due to a disability.
4.4 Customer is unwilling to dial call.
5. Person-to-Person
----------------
Bell Atlantic Carrier Call Representative requests the person or department
the calling party has specified, ensures appropriate party has been reached
(person or department), and releases call.
6. Busy-Line Verification
----------------------
Bell Atlantic Carrier Call Representative determines if the number
specified by the customer is in use, idle, or out of order.
7. Customer-Requested Interrupt
----------------------------
At the customer's request, Bell Atlantic Carrier Call Representative will
interrupt conver-sation in progress on a line that has been verified in
use.
<PAGE>
8. Assistance (0-)
---------------
Bell Atlantic Carrier Call Representative will provide customer dialing
instructions, assistance with emergency calls, area code information, and
business office or repair service.
9. Validation Services
-------------------
Bell Atlantic will launch a query for the validation of all calling card
calls, collect calls, billed-to-third number calls and public telephone
checks to a Line Information Data Base (LIDB). The query costs for query
of the Bell Atlantic LIDB are included in Bell Atlantic Carrier Call
Representative (CCR) Work Second or Automated call rate specified in
Appendix A. Bell Atlantic win also launch queries as stated for
validations to other companies' LIDBs.
<PAGE>
APPENDIX C
EXCHANGE OF INFORMATION
-----------------------
Technical information will be furnished via the use of a Technical Questionnaire
to be provided by Bell Atlantic. Such information will include, but not be
limited to, the following:
1. Central Office Exchange Names
2. Usage Forecasts
3. Local Central Office Characteristics
4. Trunking Arrangements and Trunk Group Types
5. Emergency Reporting System and Procedures
6. Business Office Information
7. Repair Service Information
8. Name and Address Request Information
9. Tariffs and Rate Information
10. Customer Dialing Capabilities
11. Access to EMI Records
<PAGE>
INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE
TELECOMMUNICATIONS ACT OF 1996
DATED AS OF APRIL 27, 1998
BY AND BETWEEN
BELL ATLANTIC-PENNSYLANVIA, INC.
AND
FOCAL COMMUNICATIONS CORPORATION OF PENNSYLVANIA
<PAGE>
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
1.0 DEFINITIONS.......................................................... 2
2.0 INTERPRETATION AND CONSTRUCTION...................................... 10
3.0 INTERCONNECTION ACTIVATION DATES AND IMPLEMENTATION
SCHEDULE............................................................. 11
4.0 INTERCONNECTION PURSUANT TO SECTION 251(c)(2)........................ 12
4.1 Scope................................................................ 12
4.2 Physical Architecture................................................ 13
4.3 Initial Architecture................................................. 14
4.4 Interconnection in Additional LATAs.................................. 15
4.5 Interconnection Points for Different Types of Traffic................ 15
5.0 TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE
TRAFFIC PURSUANT TO SECTION 251(c)(2)................................ 15
5.1 Scope of Traffic..................................................... 15
5.2 Trunk Group Connections and Ordering................................. 16
5.3 Additional Switching System Hierarchy and Trunking Requirements...... 16
5.4 Signaling............................................................ 16
5.5 Grades of Service.................................................... 16
5.6 Measurement and Billing.............................................. 16
5.7 Reciprocal Compensation Arrangements Section 251(b)(5).............. 17
6.0 TRANSMISSION AND ROUTING OF EXCHANGE ACCESS TRAFFIC
PURSUANT TO 251(c)(2)................................................ 18
6.1 Scope of Traffic..................................................... 18
6.2 Trunk Group Architecture and Traffic Routing......................... 19
6.3 MeetPoint Billing Arrangements....................................... 19
6.4 800/888 Traffic...................................................... 21
7.0 TRANSPORT AND TERMINATION OF OTHER TYPES OF TRAFFIC.................. 23
7.1 Information Services Traffic......................................... 23
7.2 LSV/VC1 Traffic...................................................... 24
7.3 Transit Service...................................................... 25
7.4 911/E911 Arrangements................................................ 25
7.5 Ancillary Traffic Generally.......................................... 27
8.0 NUMBER RESOURCES, RATE CENTERS AND RATING POINTS..................... 27
</TABLE>
-i-
<PAGE>
<TABLE>
<C> <S> <C>
9.0 NETWORK MAINTENANCE AND MANAGEMENT; OUTAGES.......................... 28
9.3 Interference or Impairment........................................... 28
9.4 Repeated or Willful Noncompliance.................................... 28
9.5 Outage Repair Standard............................................... 29
9.6 Notice of Changes Section 251(c)(5)................................. 29
10. JOINT NETWORK RECONFIGURATION AND GROOMING PLAN; AND
INSTALLATION, MAINTENANCE, TESTING AND REPAIR........................ 29
10.1 Joint Network Reconfiguration and Grooming Plan...................... 29
10.2 Installation, Maintenance, Testing and Repair........................ 30
10.3 Forecasting Requirements for Trunk Provisioning...................... 30
11.0 UNBUNDLED ACCESS SECTION 251(c)(3).................................. 30
11.1 Unbundled Local Loop ("ULL") Transmission Types...................... 31
11.2 Port Types........................................................... 32
11.3 Trunk Side Local Transport........................................... 32
11.4 Limitations on Unbundled Access...................................... 32
11.5 Availability of Other Network Elements on an Unbundled Basis......... 33
11.6 Provisioning of Unbundled Local Loops................................ 34
11.7 Maintenance of Unbundled Local Loops................................. 35
11.8 Rates and charges.................................................... 36
12.0 RESALE SECTIONS 251(c)(4) and 251(b)(1)............................. 36
12.1 Availability of Retail Rates for Resale.............................. 36
12.2 Availability of Wholesale Rates for Resale........................... 36
12.3 Availability of Support Services and Branding for Resale............. 36
12.4 Additional Terms Governing Resale and Use of BA Services............. 37
13.0 COLLOCATION SECTION 251(c)(6)........................................ 37
14.0 NUMBER PORTABILITY SECTION 251(b)(2)................................ 39
14.1 Scope................................................................ 39
14.2 Procedures for Providing INP Through Remote Call Forwarding.......... 39
14.3 Procedures for Providing INP Through Direct Inward Dial Trunks
(FlexDID)............................................................ 40
14.4 Procedures for Providing LTNP Through Full NXX Code Migration........ 41
14.5 Receipt of Terminating Compensation on Traffic to INP'ed Numbers..... 41
14.6 Recovery of INP Costs Pursuant to FCC Order and Rulemaking........... 42
15.0 DIALING PARITY SECTION 251(b)(3).................................... 43
16.0 ACCESS TO RIGHTSOFWAY SECTION 251(b)(4)............................. 43
</TABLE>
-ii-
<PAGE>
<TABLE>
<C> <S> <C>
17.0 DATABASES AND SIGNALING............................................. 43
18. COORDINATED SERVICE ARRANGEMENTS.................................... 44
18.1 Intercept and Referral Announcements................................ 44
18.2 Coordinated Repair Calls............................................ 45
18.3 Customer Authorization.............................................. 45
19.0 DIRECTORY SERVICES ARRANGEMENTS..................................... 45
19.1 Directory Listings and Directory Distributions...................... 45
19.2 Yellow Page Maintenance............................................. 47
19.3 Service Information Pages........................................... 47
19.4 Directory Assistance (DA); Call Completion.......................... 47
20.0 COORDINATION WITH TARIFF TERMS...................................... 48
21.0 INSURANCE........................................................... 48
22.0 TERM AND TERMINATION................................................ 49
23.0 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES........................ 50
24.0 CANCELLATION CHARGES................................................ 50
25.0 INDEMNIFICATION..................................................... 50
26.0 LIMITATION OF LIABILITY............................................. 51
27.0 PERFORMANCE STANDARDS FOR SPECIFIED ACTIVITIES...................... 52
27.1 Certain Definitions................................................. 52
27.2 Performance Standards............................................... 53
27.3 Limitations......................................................... 53
27.4 Service Quality Standards........................................... 53
28.0 COMPLIANCE WITH LAWS; REGULATORY APPROVAL........................... 54
29.0 MISCELLANEOUS....................................................... 55
29.1 Authorization....................................................... 55
29.2 Independent Contractor.............................................. 55
29.3 Force Majeure....................................................... 55
29.4 Confidentiality..................................................... 56
29.5 Choice of Law....................................................... 57
29.6 Taxes............................................................... 57
29.7 Assignment.......................................................... 59
</TABLE>
-iii-
<PAGE>
<TABLE>
<C> <S> <C>
29.8 Billing and Payment; Disputed Amounts............................... 59
29.9 Dispute Resolution.................................................. 60
29.10 Notices............................................................. 61
29.11 Section 252(i) Obligations.......................................... 62
29.12 Joint Work Product.................................................. 63
29.13 No Third Party Beneficiaries; Disclaimer of Agency.................. 63
29.14 No License.......................................................... 63
29.15 Technology Upgrades................................................. 64
29.16 Survival............................................................ 64
29.17 Entire Agreement.................................................... 64
29.18 Counterparts........................................................ 64
29.19 Modification, Amendment, Supplement, or Waiver...................... 64
29.20 Successors and Assigns.............................................. 64
29.21 Publicity........................................................... 64
</TABLE>
LIST OF SCHEDULES AND EXHIBITS
------------------------------
Schedules
- ---------
Schedule 1.0 Certain Terms as Defined in the Act, as of April 27, 1998
Schedule 3.0 Network Implementation Schedule for New Jersey
Schedule 4 Interconnection Points in Lata
Schedule 4.2 Physical Architecture
Schedule 4.3 Initial Architecture
Schedule 4.5 Interconnection Points for Different Types of Traffic
Schedule 6.3 Rate Elements under Meet Point Billing
Schedule 12.3 Support Services for Resale
Schedule 27.0 Performance Interval Dates for Specified Activities
Schedule 27.1 Focal Service Quality Standards
Exhibits
- --------
Exhibit A Bell Atlantic New Jersey, Inc. detailed Schedule of Itemized
Charges
Exhibit B Network Element Bona Fide Request
Exhibit C Directory Assistance and Call Completion Services Agreement
-iv-
<PAGE>
INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE
TELECOMMUNICATIONS ACT OF 1996
This Interconnection Agreement under Sections 251 and 252 of the
Telecommunications Act of 1996, is effective as of the 27th day of April, 1998
(the "Effective Date"), by and between Bell Atlantic-Pennsylvania, Inc. ("BA"),
a Pennsylvania corporation with offices at 1717 Arch Street, 32nd Floor,
Philadelphia, Pennsylvania 19103, and Focal Communications Corporation of
Pennsylvania ("Focal"), a Delaware corporation with offices at 200 N. LaSalle
Street, Suite 820, Chicago, Illinois 60601.
WHEREAS, the Parties want to interconnect their networks at mutually agreed
upon points of interconnection to provide Telephone Exchange Services, Switched
Exchange Access Services, and other Telecommunications Services (all as defined
below) to their respective customers;
WHEREAS, the Parties are entering into this Agreement to set forth the
respective obligations of the Parties and the terms and conditions under which
the Parties will interconnect their networks and provide other services as
required by the Act (as defined below) and additional services as set forth
herein; and
WHEREAS, Sections 251, 252, and 271 of the Telecommunications Act of 1996
have specific requirements for interconnection, unbundling, and service resale,
commonly referred to as the "Checklist", and the Parties intend that this
Agreement meet those Checklist requirements.
NOW, THEREFORE, in consideration of the mutual provisions contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Focal and BA hereby agree as follows:
This Agreement sets forth the terms, conditions and pricing under which BA
and Focal (individually, a "Party" and collectively, the "Parties") will offer
and provide to each other network Interconnection, access to Network Elements,
ancillary services, and wholesale Telecommunications Services available for
resale within each LATA in which they both operate within Pennsylvania. As
such, this Agreement is an integrated package that reflects a balancing of
interests critical to the Parties. It will be submitted to the Pennsylvania
Commission of Public Utilities and the Parties will specifically request that
the Commission refrain from taking any action to change, suspend or otherwise
delay implementation of the Agreement. So long as the Agreement remains in
effect neither Party shall advocate before any legislative, regulatory, or other
public forum that any term of this Agreement be modified or eliminated, unless
otherwise mutually agreed by the Parties.
<PAGE>
1.0 DEFINITIONS.
As used in this Agreement, the following terms shall have the meanings
specified below in this Section 1.0. For convenience of reference only, the
definitions of certain terms that are As Defined in the Act (as defined below)
are set forth on Schedule 1.0.
1.1 "Act" means the Communications Act of 1934 (47 U.S.C. 151 et. seq.),
-- ----
as amended by the Telecommunications Act of 1996, and as from time to time
interpreted in the duly authorized rules and regulations of the FCC or the
Commission.
1.2 "ADSL" or "Asymmetrical Digital Subscriber Line" means a transmission
technology which transmits an asymmetrical digital signal of up to 6 mbps to the
Customer and up to 640 kbps from the Customer.
1.3 [Reserved]
1.4 "Agreement" means this Interconnection Agreement under Sections 251
and 252 of the Act and all Exhibits and Schedules appended hereto.
1.5 "Ancillary Traffic," means all traffic that is destined for ancillary
services, or that may have special billing requirements, including but not
limited to the following: LSV/VCI, Directory Assistance, 91l/E911, Operator
Services (call completion), 800/888 database query, LIDB, and information
services requiring special billing.
1.6 "As Defined in the Act" means as specifically defined by the Act and
as from time to time interpreted in the duly authorized rules and regulations of
the FCC or the Commission.
1.7 "As Described in the Act" means as described in or required by the Act
and as from time to time interpreted in the duly authorized rules and
regulations of the FCC or the Commission.
1.8 "Automatic Number Identification" or "ANI" means a Feature Group D
signaling parameter which refers to the number transmitted through a network
identifying the billing number of the calling party.
1.9 "Calling Party Number" or "CPN" is a Common Channel Signaling ("CCS")
parameter which refers to the number transmitted through a network identifying
the calling party.
1.10 "Central Office Switch" means a switch used to provide
Telecommunications Services, including, but not limited to:
(a) "End Office Switch" or "End Office" which is used to terminate
Customer station Loops for the purpose of interconnection to each other and to
trunks; and
-2-
<PAGE>
(b) "Tandem Switch" or "Tandem Office" which is a switching entity
that is used to connect and switch trunk circuits between and among End Office
Switches and between and among End Office Switches and carriers' aggregation
points, points of termination, or points of presence. An "Access Tandem Office"
or "Access Tandem" is a Tandem Office with billing and recording capabilities
that is used to provide Switched Exchange Access Services.
A Central Office Switch may also be employed as a combination End
Office/Tandem Office Switch.
1.11 [Reserved]
1.12 "CLASS Features" means certain CCS-based features available to
Customers including, but not limited to: Automatic Call Back; Call Trace; Caller
Identification, and future offerings.
1.13 "Collocation" means an arrangement whereby one Party's (the
"Collocating Party") facilities are terminated in equipment necessary for
Interconnection or for access to Network Elements offered by the second Party on
an unbundled basis that has been installed and maintained at the premises of a
second Party (the "Housing Party"). For purposes of Collocation, the "premises"
of a Housing Party is limited to a Housing Party Wire Center, other mutually
agreed-upon locations of the Housing Party, or any other location for which
Collocation has been ordered by the FCC or Commission. Collocation may be
"physical" or "virtual". In "Physical Collocation," the Collocating Party
installs and maintains its own equipment in the Housing Party's premises. In
"Virtual Collocation," the Housing Party owns, installs, and maintains equipment
dedicated to use by the Collocating Party in the Housing Party's premises. BA
currently provides Collocation under terms, rates, and conditions as described
in tariffs on file or soon to be filed with the FCC and the Commission. Upon
request by either Party, BA and Focal will address the provision of additional
types of Collocation arrangements, including additional physical locations and
alternative utilizations of space and facilities.
1.14 "Commission" means the Pennsylvania Public Utility Commission.
1.15 "Common Channel Signaling" or "CCS" means a method of transmitting
call set-up and network control data over a digital signaling network separate
from the public switched telephone network facilities that carry the actual
voice or data traffic of the call. "SS7" means the common channel out of band
signaling protocol developed by the Consultative Committee for International
Telephone and Telegraph ("CCITT") and the American National Standards Institute
("ANSI"). BA and Focal currently utilize this out-of-band signaling protocol.
"CCSAC" or "CCSAS" means the common channel signaling access connection or
service, respectively, which connects one Party's signaling point of
interconnection ("SPOI") to the other Party's STP for the exchange of SS7
messages.
-3-
<PAGE>
1.16 "Competing Local Exchange Carrier" or "CLEC" means any Local Exchange
Carrier other than BA, operating as such in BA's certificated territory in
Pennsylvania. Focal is or will shortly become a CLEC.
1.17 "Cross Connection" means a jumper cable or similar connection provided
pursuant to Collocation at the digital signal cross connect, Main Distribution
Frame or other suitable frame or panel between (i) the Collocating Party's
equipment and (ii) the equipment or facilities of the Housing Party.
1.18 "Customer" means a third-party residence or business subscriber to
Telecom munications Services provided by either of the Parties.
1.19 "Dialing Parity" is As Defined in the Act.
1.20 "Digital Signal Level" means one of several transmission rates in the
time-division multiplex hierarchy.
1.21 "Digital Signal Level 0" or "DS0" means the 64 Kbps zero-level signal
in the time-division multiplex hierarchy.
1.22 "Digital Signal Level 1" or "DS1" means the 1.544 Mbps first-level
signal in the time-division multiplex hierarchy. In the time-division
multiplexing hierarchy of the telephone network, DSI is the initial level of
multiplexing.
1.23 "Digital Signal Level 3" or "DS3" means the 44.736 Mbps third-level in
the time-division multiplex hierarchy. In the time-division multiplexing
hierarchy of the telephone network, DS3 is defined as the third level of
multiplexing.
1.24 "Exchange Access" is As Defined in the Act.
1.25 "Exchange Message Record" or "EMR" means the standard used for
exchange of telecommunications message information among Local Exchange Carriers
for billable, non-billable, sample, settlement, and study data. EMR format is
contained in BR-010-200-010 CRIS Exchange Message Record, a Bell Communications
Research, Inc. ("Bellcore") document that defines industry standards for
Exchange Message Records.
1.26 [Reserved]
1.27 "FCC" means the Federal Communications Commission.
1.28 "HDSL" or "High-Bit Rate Digital Subscriber Line" means a transmission
technology which transmits up to 784 kbps simultaneously in both directions on a
two-wire channel using a 2 Binary / 1 Quartenary ("2B1Q") line code.
-4-
<PAGE>
1.29 "Independent Telephone Company" or "ITC" means any entity other than
BA which, with respect to its operations within Pennsylvania, is an "Incumbent
Local Exchange Carrier" As Described in the Act.
1.30 "Information Service Traffic" means Local Traffic or IntraLATA Toll
Traffic which originates on a Telephone Exchange Service line and which is
addressed to an information service provided over a Party's information services
platform (e.g., 540, 550, 556, 846, 936, and 970).
----
1.31 "Integrated Digital Loop Carrier" means a subscriber loop carrier
system which integrates within the switch at a DS1 level that is twenty-four
(24) loop transmission paths combined into a 1.544 Mbps digital signal.
1.32 "Integrated Services Digital Network" or "ISDN" means a switched
network service providing end-to-end digital connectivity for the simultaneous
transmission of voice and data. Basic Rate Interface-ISDN ("BRI-ISDN") provides
for digital transmission of two 64 kbps bearer channels and one 16 kbps data and
signaling channel (2B+D). Primary Rate Interface-ISDN ("PRI-ISDN") provides for
digital transmission of twenty three (23) 64 kbps bearer channels and one 16
kbps data and signaling channel (23 B+D).
1.33 "Interconnection" is as Described in the Act, and means the connection
of separate pieces of equipment or transmission facilities within, between. or
among networks. The architecture of Interconnection may include, but is not
limited to, Collocation Arrangements, entrance facilities, and Mid-Span Meet
arrangements.
1.34 "Interexchange Carrier" or "IXC" means a carrier that provides,
directly or indirectly, interLATA or intraLATA Telephone Toll Services.
1.35 "Interim Number Portability" or "INP" means the use of existing and
available call routing, forwarding, and addressing capabilities (e.g. remote
---
call forwarding) to enable a Customer to receive Telephone Exchange Service
provided by any Local Exchange Carrier operating within the exchange area with
which the Customer's telephone number(s) is associated, without having to change
the telephone number presently assigned to the Customer and regardless of
whether the Customer's chosen Local Exchange Carrier is the carrier that
originally assigned the number to the Customer.
1.36 "InterLATA" is As Defined in the Act.
1.37 "IntraLATA Toll Traffic" means those intraLATA calls that are not
defined as Local Traffic in this Agreement.
1.38 "Line Side" means an End Office Switch connection that provides
transmission, switching and optional features suitable for Customer connection
to the public switched network, including loop start supervision, ground start
supervision, and signaling for basic rate ISDN service.
-5-
<PAGE>
1.39 "Line Status Verification" or "LSV" means an operator request for a
status check on the line of a called party. The request is made by one Party's
operator to an operator of the other Party. The verification of the status check
is provided to the requesting operator.
1.40 "Local Access and Transport Area" or "LATA" is As Defined in the Act.
1.41 "Local Exchange Carrier" or "LEC" is As Defined in the Act. The
Parties to this Agreement are or will shortly become Local Exchange Carriers.
1.42 "Local Serving Wire Center" means a Wire Center that (i) serves the
area in which the other Party's or a third party's Wire Center, aggregation
point, point of termination, or point of presence is located, or any Wire Center
in the LATA in which the other Party's Wire Center, aggregation point, point of
termination or point of presence is located in which the other Party has
established a Collocation Arrangement or is purchasing an entrance facility, and
(ii) has the necessary multiplexing capabilities for providing transport
services.
1.43 "Local Telephone Number Portability" or "LTNP" means "number
portability" As Defined in the Act.
1.44 "Local Traffic," means traffic that is originated by a Customer of one
Party on that Party's network and terminates to a Customer of the other Party on
that other Party's network, within a given local calling area, or expanded area
service ("EAS") area, as defined in BA's effective Customer tariffs. Local
Traffic does not include traffic originated or terminated by a commercial mobile
radio service carrier.
1.45 "Main Distribution Frame" or "MDF" means the primary point at which
outside plant facilities terminate within a Wire Center, for interconnection to
other telecommunications facilities within the Wire Center.
1.46 "MECAB" means the Multiple Exchange Carrier Access Billing (MECAB)
document prepared by the Billing Committee of the Ordering and Billing Forum
("OBF"), which functions under the auspices of the Carrier Liaison Committee
("CLC") of the Alliance for Telecommunications Industry Solutions ("ATIS"). The
MECAB document, published by Bellcore as Special Report SR-BDS-000983, contains
the recommended guidelines for the billing of an Exchange Access service
provided by two or more LECs, or by one LEC in two or more states, within a
single LATA.
1.47 "MECOD" means the Multiple Exchange Carriers Ordering and Design
(MECOD) Guidelines for Access Services - Industry Support Interface, a document
developed by the Ordering/Provisioning Committee under the auspices of OBF. The
MECOD document, published by Bellcore as Special Report SR-STS-002643,
establishes methods for processing orders for Exchange Access service which is
to be provided by two or more LECs.
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1.48 "Meet-Point Billing" or "MPB" means an arrangement whereby two or more
LECs jointly provide to a third party the transport element of a Switched
Exchange Access Service to one of the LECs' End Office Switches, with each LEC
receiving an appropriate share of the transport element revenues as defined by
their effective Exchange Access tariffs. "Meet-Point Billing Traffic" means
traffic that is subject to an effective Meet-Point Billing arrangement.
1.49 "Mid-Span Meet" means an Interconnection architecture whereby two
carriers' fiber transmission facilities meet at a mutually agreed-upon
Interconnection point.
1.50 "Multiple Bill/Single Tariff" or "Multiple Bill/Multiple Tariff" means
the MPB method whereby each LEC prepares and renders its own meet point bill in
accordance with its own Tariff(s) for the portion of the jointly-provided
Switched Exchange Access Service which the LEC provides.
1.51 "Network Element" is As Defined in the Act.
1.52 "Network Element Bona Fide Request" means the process described on
Exhibit B that prescribes the terms and conditions relating to a Party's request
that the other Party provide a Network Element not otherwise provided by the
terms of this Agreement.
1.53 "North American Numbering Plan" or "NANP" means the numbering plan
used in the United States that also serves Canada, Bermuda, Puerto Rico and
certain Caribbean Islands. The NANP format is a 10-digit number that consists of
a 3-digit NPA code (commonly referred to as the area code), followed by a 3-
digit NXX code and 4-digit line number.
1.54 "Numbering Plan Area" or "NPA" is also sometimes referred to as an
area code. There are two general categories of NPAs, "Geographic NPAs" and "Non-
Geographic NPAs." A Geographic NPA is associated with a defined geographic area,
and all telephone numbers bearing such NPA are associated with services provided
within that geographic area. A Non-Geographic NPA, also known as a "Service
Access Code" or "SAC Code," is typically associated with a specialized
telecommunications service which may be provided across multiple geographic NPA
areas; 800, 900, 700, 500 and 888 are examples of Non-Geographic NPAs.
1.55 "NXX," "NXX Code," or "End Office Code" means the three digit switch
entity indicator (i.e. the first three digits of a seven digit telephone
---
number).
1.56 "Permanent Number Portability" or "PNP" means the use of a database or
other technical solution that comports with regulations issued by the FCC to
provide LTNP for all customers and service providers.
1.57 "Port Element" or "Port" means a line card (or equivalent) and
associated peripheral equipment on an End Office Switch which serves as the
Interconnection between individual loops or individual Customer trunks and the
switching components of an End Office Switch and the
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associated switching functionality in that End Office Switch. Each Port is
typically associated with one (or more) telephone number(s) which serves as the
Customer's network address.
1.58 "Rate Center Area" or "Exchange Area" means the specific geographic
point and corresponding geographic area which has been identified by a given LEC
as being associated with a particular NPA-NXX code assigned to the LEC for its
provision of Telephone Exchange Services. The Rate Center Area is the exclusive
geographic area which the LEC has identified as the area within which it will
provide Telephone Exchange Services bearing the particular NPA-NXX designation
associated with the specific Rate Center Area. A "Rate Center Point" is a
specific geographic point, defined by a V&H coordinate, located within the Rate
Center Area and used to measure distance for the purpose of billing Customers
for distance-sensitive Telephone Exchange Services and Toll Traffic.
1.59 "Rate Demarcation Point" means the point of minimum penetration at the
Customer's premises or other point, as defined in a Party's Tariffs, where
network access recurring charges and LEC responsibility ends and beyond which
Customer responsibility begins.
1.60 "Rating Point" or "Routing Point" means a specific geographic point
identified by a specific V&H coordinate. The Rating Point is used to route
inbound traffic to specified NPA NXXs and to calculate mileage measurements for
distance-sensitive transport charges of switched access services. Pursuant to
Bellcore Practice BR-795-100-100, the Rating Point may be an End Office
location, or a "LEC Consortium Point of Interconnection." Pursuant to that same
Bellcore Practice, examples of the latter shall be designated by a common
language location identifier (CLLI) code with (x)KD in positions 9, 10, 11,
where (x) may be any alphanumeric A-Z or 0-9. The Rating Point/Routing Point
must be located within the LATA in which the corresponding NPA-NXX is located.
However, the Rating Point/Routing Point associated with each NPA-NXX need not be
the same as the corresponding Rate Center Point, nor must it be located within
the corresponding Rate Center Area, nor must there be a unique and separate
Rating Point corresponding to each unique and separate Rate Center.
1.61 "Reciprocal Compensation" is As Described in the Act, and refers to
the payment arrangements that recover costs incurred for the transport and
termination of Local Traffic originating on one Party's network and terminating
on the other Party's network.
1.62 "Service Control Point" or "SCP" means the node in the common channel
signaling network to which informational requests for service handling, such as
routing, are directed and processed. The SCP is a real time database system
that, based on a query from a service switching point and via a Signaling
Transfer Point, performs subscriber or application-specific service logic, and
then sends instructions back to the SSP on how to continue call processing.
1.63 "Signaling Transfer Point" or "STP" means a specialized switch that
provides SS7 network access and performs SS7 message routing and screening.
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1.64 "Switched Access Detail Usage Data" means a category 1101XX record as
defined in the EMR Bellcore Practice BR-010-200-010.
1.65 "Switched Access Summary Usage Data" means a category 1150XX record as
defined in the EMR Bellcore Practice BR-010-200-010.
1.66 "Switched Exchange Access Service" means the offering of transmission
and switching services for the purpose of the origination or termination of Toll
Traffic. Switched Exchange Access Services include but may not be limited to:
Feature Group A, Feature Group B, Feature Group D, 700 access, 800 access, 888
access, and 900 access.
1.67 "Synchronous Optical Network" or "SONET" means an optical interface
standard that allows inter-networking of transmission products from multiple
vendors. The base rate is 51.84 Mbps (OC-l/STS-l) and higher rates are direct
multiples of the base rate, up to 13.22 Gpbs.
1.68 "Tariff" means any applicable federal or state tariff of a Party, or
standard agreement or other document that sets forth the generally available
terms and conditions under which a Party offers a particular service, facility,
or arrangement.
1.69 "Technically Feasible Point" is As Described in the Act.
1.70 "Telecommunications" is As Defined in the Act.
1.71 "Telecommunications Act" means the Telecommunications Act of 1996 and
any rules and regulations promulgated thereunder.
1.72 "Telecommunications Carrier" is As Defined in the Act.
1.73 "Telecommunications Service" is As Defined in the Act.
1.74 "Telephone Exchange Service," sometimes also referred to as "Exchange
Service," is As Defined in the Act. Telephone Exchange Service generally
provides the Customer with a telephonic connection to, and a unique telephone
number address on, the public switched telecommunications network, and enables
such Customer to place or receive calls to all other stations on the public
switched telecommunications network.
1.75 "Toll Traffic" means traffic that is originated by a Customer of one
Party on that Party's network and terminates to a Customer of the other Party on
that Party's network and is not Local Traffic or Ancillary Traffic. Toll
Traffic may be either "IntraLATA Toll Traffic" or "InterLATA Toll Traffic,"
depending on whether the originating and terminating points are within the same
LATA.
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1.76 "Transit Traffic" means any traffic that originates from or terminates
at Focal's network, "transits" BA's network substantially unchanged, and
terminates to or originates from a third carrier's network, as the case may be.
"Transit Traffic Service" provides Focal with the ability to use its connection
to a BA Access Tandem Switch for the delivery of calls which originate or
terminate with Focal and terminate to or originate from a carrier other than BA,
such as another CLEC, a LEC other than BA, or a wireless carrier. In these
cases, neither the originating nor terminating Customer is a Customer of BA.
This service is provided through BA's Access Tandem Switches. "Transit Traffic"
and "Transit Traffic Service" do not include or apply to traffic that is subject
to an effective Meet-Point Billing arrangement.
1.77 "Trunk Side" means a Central Office Switch connection that is capable
of, and has been programmed to treat the circuit as, connecting to another
switching entity (e.g. another carrier's network). Trunk Side connections offer
those transmission and signaling features appropriate for the connection of
switching entities.
1.78 "Unbundled Local Loop Element" or "ULL" means a transmission path that
extends from a Main Distribution Frame, DSX-panel, or functionally comparable
piece of equipment in the Customer's serving End Office to the Rate Demarcation
Point (or network interface device (NID) if installed) in or at a Customer's
premises. The actual loop transmission facilities used to provide an ULL may
utilize any of several technologies.
1.79 "Verification with Call Interruption" or "VCI" means a service that
may be requested and provided when Line Status Verification has determined that
a line is busy due to an ongoing call. VCI is an operator interruption of that
ongoing call to inform the called party that a calling party is seeking to
complete his or her call to the called party.
1.80 "Voice Grade" means either an analog signal of 300 to 3000 Hz or a
digital signal of 56/64 kilobits per second. When referring to digital voice
grade service (a 56/64 kbps channel), the terms "DS-0" or "sub-DS-l" may also be
used.
1.81 "Wire Center" means a building or portion thereof in which a Party has
the exclusive right of occupancy and which serves as a Routing Point for
Switched Exchange Access Service.
2.0 INTERPRETATION AND CONSTRUCTION.
2.1 This agreement is entered into pursuant to Section 252(I) of the Act
and is based upon the Interconnection Agreement (and amendments thereto) entered
into between MFS and BA for the Commonwealth of Pennsylvania (the "Separate
Agreement"). Such Separate Agreement contains provisions that are identical in
all material respects to provisions of this Agreement (the "Identical
Provisions"). The Parties agree that if any of the Identical Provisions is
subsequently amended, then either Party may, at its sole option, avail itself of
any such amendment by providing written notice to the other Party. In such
instances, the Parties agree to cooperate in effecting the same amendment
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to the corresponding provisions contained in the Agreement, which amendment
shall be effective from the date of written notice by the availing Party.
2.2 All references to Sections, Exhibits and Schedules shall be deemed to
be references to Sections of, and Exhibits and Schedules to, this Agreement
unless the context shall otherwise require. The headings used in this Agreement
are inserted for convenience of reference only and are not intended to be a part
of or to affect the meaning of this Agreement. Unless the context shall
otherwise require, any reference to any agreement, other instrument (including
BA or other third party offerings, guides or practices), statute, regulation,
rule or tariff is to such agreement, instrument, statute, regulation, or rule or
tariff as amended and supplemented from time to time (and, in the case of a
statute, regulation, rule or tariff, to any successor provision).
2.3 Subject to the terms set forth in Section 20, each Party hereby
incorporates by reference those provisions of its tariffs that govern the
provision of any of the services or facilities provided hereunder. If any
provision of this Agreement and an applicable tariff cannot be reasonably
construed or interpreted to avoid conflict, the Parties agree to negotiate in
good faith to reconcile and resolve such conflict. If any provision contained
in this main body of the Agreement and any Exhibit hereto cannot be reasonably
construed or interpreted to avoid conflict, the provision contained in this main
body of the Agreement shall prevail. The fact that a condition, right,
obligation, or other term appears in this Agreement but not in any such tariff
shall not be interpreted as, or be deemed grounds for finding, a conflict for
purposes of this Section 2.
3.0 INTERCONNECTION ACTIVATION DATES AND IMPLEMENTATION SCHEDULE.
3.1 Subject to the terms and conditions of this Agreement, each Party
shall exercise its best efforts to adhere to the Interconnection Activation
Dates and Network Implementation Schedule set forth in Schedule 3.0, and to
provide fully operational service predominantly over its own Telephone Exchange
Service facilities to business and residential Customers upon the achievement of
the milestones in said Schedule for each listed LATA in Pennsylvania. For
purposes of this Agreement, Focal's service in Pennsylvania shall be considered
provided "predominantly over its own Telephone Exchange Service facilities" if
Focal uses its own Central Office Switch(es) (as opposed to resale of another
carrier's Telephone Exchange Service or Ports) to serve the majority of its
Telephone Exchange Service Customers, its own interoffice transport facilities
for the majority of its interoffice transport needs, and its own local loops (or
functional equivalent), in addition to resale of other carriers' Telephone
Exchange Service or ULLs, to serve its Telephone Exchange Service Customers.
3.2 Schedule 3.0 may be revised and supplemented from time to time upon
the mutual agreement of the Parties to reflect the intention of the Parties to
interconnect in additional LATAs pursuant to subsection 4.4 by attaching one or
more supplementary schedules to Schedule 3.0. The Parties stipulate and agree
that the performance of the terms of this Agreement will satisfy BA's obligation
to provide Interconnection under Section 251 of the Act, and the requirements of
the
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Competitive Checklist, under Section 271 of the Act. Focal represents that it
is, or intends to become, a provider of Telephone Exchange Service to
residential and business subscribers offered exclusively over its own Telephone
Exchange Service facilities or predominantly over its own Telephone Exchange
Service facilities in combination with the resale of the Telecommunications
Services of other carriers.
4.0 INTERCONNECTION PURSUANT TO SECTION 251(C)(2)
The types of Traffic to be exchanged under this Agreement shall be Local
Traffic, IntraLATA Toll (and InterLATA Toll, as applicable) Traffic, Transit
Traffic, Meet Point Billing Traffic, and Ancillary Traffic. Subject to the
terms and conditions of this Agreement, Interconnection of the Parties
facilities and equipment for the transmission and routing of Local Traffic and
Toll Traffic pursuant to this Section 4 shall be established on or before the
corresponding "Interconnection Activation Date" shown for each such LATA within
Pennsylvania on Schedule 3.0. Both Schedule 3.0 and Schedule 4.0 may be revised
and supplemented from time to time upon the mutual agreement of the Parties to
reflect Interconnection in additional LATAs in Pennsylvania pursuant to
subsection 4.4 by attaching one or more supplementary addenda to such Schedules.
4.1 SCOPE
4.1.1 Section 4 describes the architecture for Interconnection of the
Parties' facilities and equipment over which the Parties shall configure the
following separate and distinct trunk groups:
Traffic Exchange Trunks for the transmission and routing of
-----------------------
terminating Local Traffic and IntraLATA Toll Traffic between their
respective Telephone Exchange Service customers pursuant to Section
251(c)(2) of the Act, in accordance with Section 5 below;
Access Toll Connecting Trunks for the transmission and routing of
-----------------------------
Exchange Access traffic between Focal Telephone Exchange Service
customers and purchasers of BA's Switched Exchange Access Service via
a BA Access Tandem, pursuant to Section 251(c)(2) of the Act, in
accordance with Section 6 below;
Information Services Trunks for the transmission and routing of
---------------------------
terminating Information Services Traffic in accordance with Section 7
below;
LSV/VCI Trunks for the transmission and routing of terminating LSV/VCI
--------------
traffic, in accordance with Section 7 below;
911 /E911 Trunks for the transmission and routing of terminating
---------
E911/911 traffic, in accordance with Section 7 below;
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Directory Assistance Trunks for the transmission and routing of
---------------------------
terminating directory assistance traffic, in accordance with
subsection 19.4 below; and
Operator services (call completion) Trunks for the transmission and
------------------------------------------
routing of terminating call completion traffic, in accordance with
subsection 19.4 below .
4.1.2 The SONET interconnection arrangement described in subsection
4.2 shall be (i) used only for the termination of Local Traffic and IntraLATA
Toll Traffic until such time as the Parties have agreed to appropriate
compensation arrangements relating to the exchange of other types of traffic
over such system, and (ii) subject to the Parties' reaching agreement on an
appropriate compensation arrangement in the event either Party will be providing
or utilizing (in terms of minutes of use) significantly more than one-half of
the SONET facility. Unless otherwise agreed to by the Parties, the SONET system
described herein shall not be used to exchange InterLATA Toll Traffic. Until the
SONET system has been established by the Parties in accordance with subsection
4.3 and this subsection 4.1.2, the Parties agree to adopt an initial
interconnection architection for the exchange of Local Traffic and Toll
(IntraLATA and InterLATA) Traffic.
4.1.3 To the extent required by Section 251 of the Act, the Parties
represent that the arrangements provided in subsections 4.2 and 4.3 of this
Agreement provide for Interconnection to each other's networks at any
technically feasible point. For the purposes of this Agreement, the Parties
agree that Interconnection for the transport and termination of traffic may take
place, in the case of BA, at a terminating End Office, an Access Tandem, a Local
Serving Wire Center and/or other points as specified herein, and, in the case of
Focal, at a node or Central Office and/or other points as specified herein
(collectively, the "Interconnection Points" or "IPs").
4.1.4 The Parties shall establish physical interconnection points at
the available IPs at the locations designated in Schedule 4.0. The mutually
agreed-upon IPs on the Focal network at which Focal will provide transport and
termination of traffic shall be designated as the Focal Interconnection Points
("Focal-IPs"); the mutually agreed-upon IPs on the BA network shall be
designated as the BA Interconnection Points ("BA-IPs"), provided that, for the
purpose of charging for the transport of traffic from the BA-IP to the Focal-IP
in any given LATA, the Focal-IP shall be no further than an entrance facility
away from the BA-IP in such LATA. The Parties may by mutual agreement establish
additional interconnection points at any technically feasible points consistent
with the Act.
4.2 PHYSICAL ARCHITECTURE. In each LATA identified on Schedule 4.0, Focal
and Bell Atlantic shall jointly engineer and operate a diverse Synchronous
Optical Network ("SONET") transmission system by which they shall interconnect
their networks pursuant to the joint network reconfiguration and grooming plan
specified in subsection 10.1 ("Joint Grooming Plan"), and according to the
following specifications:
4.2.1 The SONET system shall be used to deliver appropriate traffic
to a mutually agreed-upon Interconnection Point on each Party's network.
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4.2.2 The SONET transmission system in each LATA shall be configured
substantially as illustrated in Schedule 4.2 and pursuant to the Joint Grooming
Plan, or as otherwise mutually agreed. The Parties shall agree upon which Party
or Parties shall be responsible for procuring, installing, and maintaining the
agreed-upon Optical Line Terminating Multiplexor ("OLTM") equipment, fiber optic
facilities and other equipment pursuant to the Joint Grooming Plan, as
illustrated in that Schedule.
4.2.3 The physical interface of Focal's and BA's facilities necessary
to effect SONET transmission shall be at the optical level via a Mid-Span Meet
or other comparable means, or as otherwise mutually agreed.
4.3 INITIAL ARCHITECTURE
4.3.1 The Parties agree to provide initial interconnection
arrangements utilizing electrical handoffs, substantially as illustrated in
Schedule 4.3, for a period of no more than eighteen (18) months after the later
of the Effective Date and the LATA Start Date set forth for the LATA in Schedule
3.0; provided, however, that such initial interconnection arrangements shall
continue until (i) facilities suitable for the SONET arrangements described in
subsection 4.2 are established by each of the Parties in its own sole discretion
in the LATA at the mutually agreed-upon SONET meet points and made available,
and (ii) the Parties have agreed upon fully compatible OLTM equipment for use
with such facilities.
4.3.2 The Parties agree to utilize the Focal-IP and BA-IP in each
LATA as designated in Schedule 4.0 as the points from which each Party will
provide the transport and termination of traffic.
4.3.3 Focal shall provide its own facilities for the delivery of
traffic to a collocation arrangement established at the BA-IP pursuant to
Section 13. Bell Atlantic shall provide transport and termination of the
traffic beyond the BA-IP.
4.3.4 BA shall purchase a Focal entrance facility (and any necessary
multiplexing) from the BA-IP to the Focal-IP for the delivery of traffic to the
Focal-IP. Alternatively, BA may choose to provide its own facilities to a
collocation arrangement established at the Focal-IP pursuant to Section 13.
Focal shall provide transport and termination of the traffic beyond the Focal-
IP.
4.3.5 Under this initial architecture described in this subsection
4.3, either Party may utilize the Traffic Exchange Trunks for the termination of
its InterLATA Toll Traffic in accordance with the terms contained in Section 5
below and pursuant to the other Party's Switched Exchange Access Service
tariffs. The other Party's Switched Exchange Access Service rates shall apply to
such Traffic. Such InterLATA Toll Traffic may not be routed over the trunk
groups under the SONET architecture described in subsection 4.2, however, unless
specifically agreed to by the Parties.
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4.4 INTERCONNECTION IN ADDITIONAL LATAs
4.4.1 If Focal determines to offer Telephone Exchange Services in any
LATA not listed in Schedule 3.0 in which BA also offers Telephone Exchange
Services, Focal shall provide written notice to BA of the need to establish
Interconnection in such LATA pursuant to this Agreement.
4.4.2 The notice provided in subsection 4.4.1 shall include (i) the
initial Routing Point Focal has designated in the new LATA; (ii) Focal's
requested Interconnection Activation Date (and related milestone dates in
accordance with the format in Schedule 3.0); and (iii) a non-binding forecast of
Focal's trunking requirements.
4.4.3 Unless otherwise agreed to by the Parties, the Parties shall
designate the Wire Center Focal has identified as its initial Routing Point in
the LATA as the Focal-IP in that LATA and shall designate a mutually agreed BA
Local Serving Wire Center that houses an Access Tandem Office within the LATA
nearest to the Focal-IP (as measured in airline miles utilizing the V&H
coordinates method) as the BA-IP in that LATA, provided that, for the purpose of
charging for the transport of traffic from the BA-IP to the Focal-IP, the Focal-
IP shall be no further than an entrance facility away from the BA-IP.
4.4.4 The Parties shall agree upon an addendum to Schedule 3.0 to
reflect the schedule applicable to each new LATA requested by Focal; provided,
however, that unless agreed by the Parties, the Interconnection Activation Date
in a new LATA shall not be earlier than forty-five (45) days after receipt by BA
of all complete and accurate trunk orders and routing information. Within ten
(10) business days of BA's receipt of Focal's notice, BA and Focal shall confirm
the BA-IP, the Focal-IP and the Interconnection Activation Date for the new LATA
by attaching an addendum to Schedule 3.0.
4.5 INTERCONNECTION POINTS FOR DIFFERENT TYPES OF TRAFFIC. Each Party
shall make available Interconnection Points and facilities for routing of
traffic from those Interconnection Points as designated in Schedule 4.5. Any
additional traffic that is not covered in Schedule 4.5 shall be subject to
separate negotiations between the Parties, except that (i) either Party may
deliver traffic of any type or character to the other Party for termination as
long as the delivering Party pays the receiving Party's then current Switched
Exchange Access rates for such traffic, and (ii) upon a bona fide request from
---- ----
either Party, the Parties will exercise all reasonable efforts to conclude an
agreement covering the exchange of such traffic.
5.0 TRANSMISSION AND ROUTING OF TELEPHONE EXCHANGE SERVICE TRAFFIC PURSUANT
TO SECTION 251(c)(2)
5.1 SCOPE OF TRAFFIC. Section 5 prescribes parameters for trunk groups
(the "Traffic Exchange Trunks") to be effected over the Interconnections
specified in Section 4.0 for the
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transmission and routing of Local Traffic and IntraLATA Toll Traffic between the
Parties' respective Telephone Exchange Service Customers.
5.2 TRUNK GROUP CONNECTIONS AND ORDERING
5.2.1 Trunk group connections will be made at a DS-1 level or higher
for exchange of Local and Toll Traffic. Higher speed connections shall be made,
when and where available, in accordance with the Joint Grooming Plan prescribed
in Section 10. Ancillary Traffic trunk groups may be made below a DS-I level,
as may be agreed to by the Parties.
5.2.2 Each Party will identify its Carrier Identification Code, a
three or four digit numeric obtained from Bellcore, to the other Party when
ordering a trunk group.
5.3 ADDITIONAL SWITCHING SYSTEM HIERARCHY AND TRUNKING REQUIREMENTS
5.3.1 For purposes of routing Focal traffic to BA, the subtending
arrangements between BA Access Tandem Switches and BA End Office Switches shall
be the same as the Access Tandem/End Office subtending arrangements BA maintains
for the routing of its own or other carriers' traffic. For purposes of routing
BA traffic to Focal, the subtending arrangements between Focal Access Tandem
Switches (or functional equivalent) and Focal End Office Switches (or functional
equivalent) shall be the same as the Access Tandem/End Office subtending
arrangements (or functional equivalent) which Focal maintains for the routing of
its own or other carriers' traffic.
5.4 SIGNALING
Each Party will provide the other Party with access to its databases and
associated signaling necessary for the routing and completion of the other
Party's traffic in accordance with the provisions contained in Section 17 below.
5.5 GRADES OF SERVICE
The Parties shall initially engineer and shall jointly monitor and enhance
all trunk groups consistent with the Joint Grooming Plan as set forth in Section
10.
5.6 MEASUREMENT AND BILLING
5.6.1 For billing purposes, each Party shall pass Calling Party
Number ("CPN") information on each call carried over the Traffic Exchange
Trunks, wherever technically feasible. At such time as either Party has the
ability, as the Party receiving the traffic, to use such CPN information to
classify on an automated basis traffic delivered by the other Party as either
Local Traffic or Toll Traffic, such receiving Party shall bill the originating
Party the Local Traffic termination rates, Intrastate Exchange Access rates, or
Interstate Exchange Access rates applicable to each minute of Traffic for which
CPN is passed, as provided in Exhibit A and applicable Tariffs.
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5.6.2 If, under the circumstances set forth in subsection 5.6.1, it
is not technically feasible for the originating Party to pass CPN on up to ten
percent (10%) of calls, the receiving Party shall bill the originating Party the
Local Traffic termination rates, Intrastate Exchange Access rates, or Interstate
Exchange Access rates applicable to each minute of traffic, as provided in
Exhibit A and applicable Tariffs, for which CPN is passed. For the remaining up
to ten percent (10%) of calls without CPN information, the receiving Party shall
bill the originating Party for such traffic as Local Traffic termination rates,
Intrastate Exchange Access rates, or Interstate Exchange Access rates applicable
to each minute of traffic, as provided in Exhibit A and applicable Tariffs, in
direct proportion to the minutes of use of calls passed with CPN information.
5.6.3 If it is not technically feasible for the originating Party to
pass CPN on more than ten percent (10%) of calls, or if the receiving Party
lacks the ability to use CPN information to classify on an automated basis
traffic delivered by the other Party as either Local Traffic or Toll Traffic,
and the originating Party chooses to combine Local and Toll Traffic on the same
trunk group, it will supply an auditable Percent Local Use ("PLU") report
quarterly, based on the previous three months' traffic, and applicable to the
following three months. If the originating Party also chooses to combine
Interstate and Intrastate Toll Traffic on the same trunk group, it will supply
an auditable Percent Interstate Use ("PIU") report quarterly, based on the
previous three months' terminating traffic, and applicable to the following
three months. In lieu of the foregoing PLU and/or PIU reports, the Parties may
agree to provide and accept reasonable surrogate measures for an agreed-upon
interim period.
5.6.4 Measurement of billing minutes for purposes of determining
terminating compensation shall be in conversation seconds.
5.7 RECIPROCAL COMPENSATION ARRANGEMENTS - SECTION 251(b)(5).
Reciprocal Compensation arrangements address the transport and termination
of Local Traffic. BA's delivery of Traffic to Focal that originated with a
third carrier is addressed in subsection 7.3. Where Focal delivers Traffic
(other than Local Traffic) to BA, except as may be set forth herein or
subsequently agreed to by the Parties, Focal shall pay BA the same amount that
such carrier would have paid BA for termination of that Traffic at the location
the Traffic is delivered to BA by Focal. Compensation for the transport and
termination of traffic not specifically addressed in this subsection 5.7 shall
be as provided elsewhere in this Agreement, or if not so provided, as required
by the Tariffs of the Party transporting and/or terminating the traffic.
5.7.1 Nothing in this Agreement shall be construed to limit either
Party's ability to designate the areas within which that Party's Customers may
make calls which that Party rates as "local" in its Customer Tariffs.
5.7.2 The Parties shall compensate each other for transport and
termination of Local Traffic in an equal and symmetrical manner at the rates
provided in the Detailed Schedule of Itemized Charges (Exhibit A hereto) or, if
not set forth therein, in the applicable Tariff(s) of the
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terminating Party, as the case may be. These rates are to be applied at the
Focal-IP for traffic delivered by BA, and at the BA-IP for traffic delivered by
Focal. No additional charges, including port or transport charges, shall apply
for the termination of Local Traffic delivered to the BA-IP or the Focal-IP,
except as set forth in Exhibit A. When Local Traffic is terminated over the same
trunks as Toll Traffic, any port or transport or other applicable access charges
related to the Toll Traffic shall be prorated to be applied only to the Toll
Traffic.
5.7.3 The Reciprocal Compensation arrangements set forth in this
Agreement are not applicable to Switched Exchange Access Service. All Switched
Exchange Access Service and all Toll Traffic shall continue to be governed by
the terms and conditions of the applicable federal and state Tariffs.
5.7.4 Compensation for transport and termination of all Traffic which
has been subject to performance of INP by one Party for the other Party pursuant
to Section 14 shall be as specified in subsection 14.5.
5.7.5 The designation of Traffic as Local or Toll for purposes of
compensation shall be based on the actual originating and terminating points of
the complete end-to-end call, regardless of the carrier(s) involved in carrying
any segment of the call.
5.7.6 Each Party reserves the right to measure and audit all Traffic
to ensure that proper rates are being applied appropriately. Each Party agrees
to provide the necessary Traffic data or permit the other Party's recording
equipment to be installed for sampling purposes in conjunction with any such
audit.
5.7.7 The Parties will engage in settlements of alternate-billed
calls (e.g. collect, calling card, and third-party billed calls) originated or
---
authorized by their respective Customers in Pennsylvania in accordance with the
terms of an appropriate billing services agreement for intraLATA intrastate
alternate-billed calls or such other arrangement as may be agreed to by the
Parties.
6.0 TRANSMISSION AND ROUTING OF EXCHANGE ACCESS TRAFFIC PURSUANT TO 251(c)(2).
6.1 SCOPE OF TRAFFIC
Section 6 prescribes parameters for certain trunks to be established over
the Interconnections specified in Section 4 for the transmission and routing of
traffic between Focal Telephone Exchange Service Customers and Interexchange
Carriers ("Access Toll Connecting Trunks"). This includes casually-dialed
(10XXX and 101XXXX) traffic.
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6.2 TRUNK GROUP ARCHITECTURE AND TRAFFIC ROUTING
6.2.1 Focal shall establish Access Toll Connecting Trunks by which it
will provide tandem-transported Switched Exchange Access Services to
Interexchange Carriers to enable such Interexchange Carriers to originate and
terminate traffic to and from Focal's Customers.
6.2.2 Access Toll Connecting Trunks shall be used solely for the
transmission and routing of Exchange Access to allow Focal's Customers to
connect to or be connected to the interexchange trunks of any Interexchange
Carrier which is connected to an BA Access Tandem.
6.2.3 The Access Toll Connecting Trunks shall be two-way trunks
connecting an End Office Switch Focal utilizes to provide Telephone Exchange
Service and Switched Exchange Access in a given LATA to an Access Tandem BA
utilizes to provide Exchange Access in such LATA.
6.2.4 The Parties shall jointly determine which BA Access Tandem(s)
will be subtended by each Focal End Office Switch. Focal's End Office switch
shall subtend the BA Access Tandem that would have served the same rate center
on BA's network. Alternative configurations will be discussed as part of the
Joint Plan.
6.3 MEET-POINT BILLING ARRANGEMENTS
6.3.1 Focal and BA will establish Meet-Point Billing arrangements in
order to provide a common transport option to Switched Access Services Customers
via an Access Tandem Switch in accordance with the Meet-Point Billing guidelines
contained in the OBF's MECAB and MECOD documents, except as modified herein, and
BA's Pennsylvania Tariff Number 302, Section 2.4.7. The arrangements described
in this Section 6 are intended to be used to provide Switched Exchange Access
Service that originates and/or terminates on a Telephone Exchange Service that
is provided by either Party, where the transport component of the Switched
Exchange Access Service is routed through a Tandem Switch that is provided by
BA.
6.3.2 In each LATA, the Parties shall establish MPB arrangements
between the applicable Rating Point/BA Local Serving Wire Center combinations.
6.3.3 Interconnection for the MPB arrangement shall occur at the BA-
IP in the LATA, unless otherwise agreed to by the Parties.
6.3.4 Focal and BA will use reasonable efforts, individually and
collectively, to maintain provisions in their respective state access tariffs,
and/or provisions within the National Exchange Carrier Association ("NECA")
tariff No. 4, or any successor Tariff sufficient to reflect the MPB arrangements
established pursuant to this Agreement.
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6.3.5 Each Party shall implement the "Multiple Bill/Single Tariff" or
"Multiple Bill/Multiple Tariff" option, as appropriate, in order to bill an IXC
for the portion of the jointly provided telecommunications service provided by
that Party.
6.3.6 The rate elements to be billed by each Party are as set forth
in Schedule 6.3. The actual rate values for each Party's affected access service
rate element shall be the rates contained in that Party's own effective federal
and state access tariffs, or other document that contains the terms under which
that Party's access services are offered. The MPB billing percentages for each
Rating Point/BA Local Serving Wire Center combination shall be calculated in
accordance with the formula set forth in subsection 6.3.16 below.
6.3.7 Each Party shall provide the other Party with the billing name,
billing address, and Carrier Identification Code ("CIC") of the IXC, and
identification of the IXC's Local Serving Wire Center in order to comply with
the MPB notification process as outlined in the MECAB document via facsimile or
such other media as the Parties may agree to.
6.3.8 BA shall provide Focal with the Switched Access Detail Usage
Data (category 1101XX records) on magnetic tape or via such other media as the
Parties may agree to, no later than ten (10) business days after the date the
usage occurred.
6.3.9 Focal shall provide BA with the Switched Access Summary Usage
Data (category 1150XX records) on magnetic tape or via such other media as the
Parties may agree, no later than ten (10) business days after the date of its
rendering of the bill to the relevant IXC, which bill shall be rendered no less
frequently than monthly.
6.3.10 Each Party shall coordinate and exchange the billing account
reference ("BAR") and billing account cross reference ("BACR") numbers or
Operating Company Name ("OCN"), as appropriate, for the MPB Service. Each Party
shall notify the other if the level of billing or other BAR/BACR elements
change, resulting in a new BAR/BACR number, or if the OCN changes.
6.3.11 Errors may be discovered by Focal, the IXC or BA. Each Party
agrees to provide the other Party with notification of any errors it discovers
within two (2) business days of the date of such discovery. In the event of a
loss of data, both Parties shall cooperate to reconstruct the lost data and, if
such reconstruction is not possible, shall accept a reasonable estimate of the
lost data based upon prior usage data.
6.3.12 Either Party may request a review or audit of the various
components of access recording up to a maximum of two (2) audits per calendar
year. All costs associated with each review and audit shall be borne by the
requesting Party. Such review or audit shall be conducted subject to
confidentiality protection and during regular business hours. A Party may
conduct additional audits, at its expense, upon the other Party's consent, which
consent shall not be unreasonably withheld.
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6.3.13 Nothing contained in this subsection 6.3. shall create any
liability for damages, losses, claims, costs, injuries, expenses or other
liabilities whatsoever on the part of either Party (other than as may be set
forth in MECAB or in any applicable Tariff).
6.3.14 The Parties shall not charge one another for the services
rendered or information provided pursuant to this subsection 6.3.
6.3.15 NTB will apply for all traffic bearing the 500, 900, 800/888
(to the extent provided by an IXC) or any other non-geographic NPA which may be
likewise designated for such traffic in the future.
6.3.16 In the event Focal determines to offer Telephone Exchange
Services in another LATA in which BA operates an Access Tandem Switch, BA shall
permit and enable Focal to subtend the BA Access Tandem Switch(es) designated
for the BA End Offices in the area where the Focal Rating Point(s) associated
with the NPA-NXX(s) to/from which the Switched Exchange Access Services are
homed. The MPB billing percentages for each new Rating Point/BA Local Serving
Wire Center combination shall be calculated according to the following formula:
a / (a + b) = Focal Billing Percentage
and
b / (a + b) = BA Billing Percentage
where:
-----
a = the airline mileage between the Rating Point and the actual
point of interconnection for the MPB arrangement; and
b = the airline mileage between the BA Local Serving Wire Center
and the actual point of interconnection for the MPB arrangement.
Focal shall inform BA of the LATA in which it intends to offer Telephone
Exchange Services and its calculation of the billing percentages which should
apply for such arrangement, as part of the notice required by subsection 4.4.1
above. Within ten (10) business days of Focal's delivery of notice to BA, BA
and Focal shall confirm the new Rating Point/BA Local Serving Wire Center
combination and billing percentages. Nothing in this subsection 6.3.16 shall be
construed to limit Focal's ability to select to interconnect with BA in
additional LATAs by means of Interconnection at a Local Serving Wire Center, to
the extent that such Interconnection is permitted under this Agreement.
6.4 800/888 TRAFFIC
The following terms shall apply when either Party delivers 800/888 calls to
the other Party for completion.
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6.4.1 When Focal delivers untranslated 800/888 calls to BA for
completion
(a) to an IXC, BA shall:
(i) Provide a MPB record in an industry standard format
to Focal; and
(ii) Bill the IXC the appropriate BA query charge
associated with the call.
(b) as an IntraLATA call to BA or another LEC in the LATA, BA
shall
(i) Provide a copy record in an industry standard format
to Focal;
(ii) Bill Focal the appropriate BA query charge
associated with the call; and
(iii) Submit the call records to ITORP for payment by BA
or the LEC that is the 800/888 service provider of Focal's
and any intermediate LEC's Tariffed Exchange Access
charges and query charges.
6.4.2 When BA delivers 800/888 calls originated by BA's or another
LEC's Customers to Focal for completion
(a) to Focal in its capacity as an IXC, BA shall:
(i) Bill Focal the appropriate BA query charge
associated with the call; and
(ii) Bill Focal the appropriate FGD Exchange Access
charges associated with the call.
(b) as an IntraLATA call to Focal in its capacity as a LEC,
(i) the originating LEC shall submit the appropriate
call records to ITORP for payment by Focal of BA's (and
another LEC's, if appropriate) Tariffed Exchange Access
charges; and
(ii) Focal shall pay the originating LEC's appropriate
query charge associated with the call.
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7.0 TRANSPORT AND TERMINATION OF OTHER TYPES OF TRAFFIC
7.1 INFORMATION SERVICES TRAFFIC
The following provisions shall apply only to Focal-originated Information
Services Traffic directed to an information services platform connected to BA's
network. At such time as Focal connects Information Services platforms to its
network, the Parties shall agree upon a suitable arrangement for BA-originated
Information Services Traffic.
7.1.1 Focal shall route Information Services Traffic that originates
on its own network to the appropriate information services platform(s) connected
to BA's network. Focal will establish a dedicated trunk group to the BA
information services serving switch. This trunk group will be utilized to allow
Focal to route information service traffic originated on its network to BA.
7.1.2 Focal shall provide an electronic file transfer or monthly
magnetic tape containing recorded call detail information to BA.
7.1.3 BA shall provide to Focal via electronic file transfer or
magnetic tape or other means as available all necessary information to rate the
Information Services Traffic to Focal's Customers pursuant to the BA's.
agreements with each information services provider. Information shall be
provided in as timely a fashion as practical in order to facilitate record
review and reflect actual prices set by the individual information services
providers.
7.1.4 Focal shall bill and collect such information services provider
charges and remit the amounts collected to BA less:
(a) The Information Services Billing and Collection fee set
forth in Exhibit A; and
(b) An uncollectibles reserve calculated based on the
uncollectibles reserve in BA's billing and collection agreement
with the applicable information services provider; and
(c) Customer adjustments provided by Focal.
Focal shall provide to BA sufficient information regarding uncollectibles and
Customer adjustments to allow BA to pass through the adjustments to the
information services provider, and BA shall pass through such adjustments.
However, if the information services provider disputes such adjustments and
refuses to accept such adjustments, Focal shall reimburse BA for all such
disputed adjustments. Final resolution regarding all disputed adjustments shall
be solely between Focal and the information services provider.
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7.1.5 Nothing in this Agreement shall restrict either Party from
offering to its Telephone Exchange Service Customers the ability to block the
completion of Information Service Traffic.
7.1.6 The Parties may agree to separate arrangements for the billing
and compensation of variable rated (e.g. 970, 540) information services.
---
7.1.7 The Information Services Traffic addressed herein does not
include 555 traffic or similar traffic with AIN service interfaces.
7.2 LSV/VC1 TRAFFIC
7.2.1 Each Party shall offer LSV and VCI services to enable its
Customers to verify and/or interrupt calls of the other Party's Customers. In
such instances, the other Party shall accept and respond to LSV and VCI requests
from the operator bureau of the requesting Party. Both the requesting Party
(Party A) and the responding Party (Party B) shall perform in accordance with
the terms set forth in this subsection 7.2 and pursuant to inter-Party rates to
be agreed upon between the Parties.
7.2.2 The Party B operator shall only verify the status of the line
(LSV) or interrupt the line to inform the called party that there is a call
waiting. The Party B operator will not complete the telephone call of the
Customer initiating the LSV/VCI request. The Party B operator will only make
one LSV/VCI attempt per Customer operator bureau telephone call, and the
applicable charges apply whether or not the called party releases the line.
7.2.3 Each Party's operator bureau shall accept LSV and VCI inquiries
from the operator bureau of the other Party in order to allow transparent
provision of LSV/VCI Traffic between the Parties' networks.
7.2.4 Each Party shall route LSV/VCI Traffic inquiries over separate
direct trunks (and not the Local/IntraLATA/InterLATA Trunks) established between
the Parties' respective operator bureaus. Each Party shall offer
interconnection for LSV/VCI traffic at its Local Serving Wire Center, operator
services Tandem Office subtended by such Local Serving Wire Center, or other
mutually agreed point in the LATA. Separate LSV/VCI trunks delivered at the
Local Serving Wire Center will be directed to the operator services Tandem
Office designated by Party B. Unless otherwise mutually agreed, the Parties
shall configure LSV/VCI trunks over the Interconnection architectures in
accordance with the terms of Section 4, consistent with the Joint Grooming Plan.
Party A shall outpulse the appropriate NPA, ATC Code, and Routing Code (operator
code) to Party B.
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7.3 TRANSIT SERVICE
7.3.1 Focal shall exercise all reasonable efforts to enter into a
reciprocal local traffic exchange arrangement (either via written agreement or
mutual tariffs) with any wireless carrier, ITC, CLEC, or other LEC to which it
sends, or from which it receives, local traffic that transits BA facilities over
Traffic Exchange Trunks. If Focal fails to enter into such an arrangement as
quickly as commercially reasonable following the Effective Date and to provide
copies thereof to BA, but continues to utilize BA's Transit Service for the
exchange of local traffic with such wireless carrier, ITC, CLEC, or other LEC,
Focal shall, in addition to paying the rate set forth in Exhibit A for said
Transit Service, pay BA any charges or costs such terminating third party
carrier imposes or levies on BA for the delivery or termination of such Traffic,
including any switched access charges, plus all reasonable expenses incurred by
----
BA in delivering or terminating such Traffic and/or resulting from Focal's
failure to secure said reciprocal local traffic exchange arrangement. BA will,
upon request, provide Focal with all reasonable cooperation and assistance in
obtaining such arrangements. The Parties agree to work cooperatively in
appropriate industry fora to promote the adoption of reasonable industry
guidelines relating to Transit Traffic.
7.3.2 Meet-Point Billing compensation arrangements as described in
subsection 6.3 shall be utilized for compensation for the joint handling of Toll
Traffic.
7.3.3 BA expects that most networks involved in Transit Traffic will
deliver each call to each involved network with CCS and the appropriate
Transactional Capabilities Application Part ("TCAP") message to facilitate full
interoperability of those services supported by BA and billing functions. In all
cases, each Party shall follow the Exchange Message Record ("EMR") standard and
exchange records between the Parties and with the terminating carrier to
facilitate the billing process to the originating network.
7.3.4 Transit Traffic shall be routed over the Traffic Exchange
Trunks described in Section 5 above.
7.4 911/E911 ARRANGEMENTS
7.4.1 Focal will interconnect to the BA 911/E911 selective routers or
911 Tandem Offices, where available, which serve the areas in which Focal
provides Telephone Exchange Services, for the provision of 911/E911 services and
for access to all subtending Public Safety Answering Points ("PSAP"). In such
situations, BA will provide Focal with the appropriate CLLI codes and
specifications of the Tandem Office serving area. In areas where E911 is not
available, Focal and BA will negotiate arrangements to connect Focal to the 911
service.
7.4.2 Path and route diverse interconnections for 911/E911 shall be
made at the Focal-IP, the BA-IP, or other points as necessary and mutually
agreed, and as required by law or regulation.
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7.4.3 Upon request, BA will provide Focal with the following:
(a) an electronic interface, when available, through which Focal
shall input and provide a daily update of 911/E911 database information
related to appropriate Focal Customers. Until such time as an electronic
interface is available, Focal shall provide BA with all appropriate 911
information such as name, address, and telephone number in writing for BA's
entry into the 911 database system. Any 911-related data exchanged between
the Parties shall conform to the National Emergency Number Association
standards;
(b) a file containing the Master Street Address Guide ("MSAG"), as
may be updated from time to time, for the exchanges or communities
specified;
(c) a return of any Focal E911 data entry files containing errors,
so that Focal may ensure the accuracy of the Customer records; and
(d) PSAP 911 Tandem information.
7.4.4 In cases where a Customer of one Party elects to discontinue
its service and become the Customer of the other Party ("Party B") but desires
to retain its original telephone number pursuant to an INP or PNP arrangement,
Party B will outpulse the telephone number to which the call has been forwarded
(i.e. the Customer's ANI) to the 911 Tandem Office. Party B will also provide
---
the 911 database with both the forwarded number and the directory number, as
well as the appropriate address information of the Customer.
7.4.5 BA and Focal will use their best efforts to facilitate the
prompt, robust, reliable and efficient interconnection of Focal systems to the
911/E911 platforms.
7.4.6 BA and Focal will work cooperatively to arrange meetings with
PSAPs to answer any technical questions the PSAPs, or county or municipal
coordinators may have regarding the 911/E911 arrangements. BA shall assist
Focal in identifying the appropriate person in each municipality for the purpose
of obtaining the ten-digit subscriber number of each PSAP.
7.4.7 The Parties acknowledge that the provision of INP, until PNP
with full 911 compatibility is available, creates a special need to have the
Automatic Location Identification ("ALI") screen reflect two number: the "old"
number and the "new" number assigned by Focal. The Parties acknowledge further
the objective of including the five character Telephone Company Identification
("TCI") of the company that provides service to the calling line as part of the
ALI display. Until such time as TCI is operational, however, BA and Focal agree
to supply and use the three-letter Access Carrier Name Abbreviation ("ACNA") as
the carrier identifier.
7.4.8 Focal will compensate BA for connections to its 911/E911
pursuant to Exhibit A.
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7.4.9 Focal will comply with all applicable rules and regulations
pertaining to the provision of 911/E911 services in Pennsylvania.
7.5 ANCILLARY TRAFFIC GENERALLY Ancillary Traffic that may be terminated
at a BA Local Serving Wire Center pursuant to subsection 4.5 above shall be
subject to a separate transport charge for transport from the Local Serving Wire
Center to the appropriate Tandem Office, as set forth in Exhibit A.
8.0 NUMBER RESOURCES, RATE CENTERS AND RATING POINTS
8.1 Nothing in this Agreement shall be construed to limit or otherwise
adversely affect in any manner either Party's right to employ or to request and
be assigned any Central Office (NXX) Codes pursuant to the Central Office Code
Assignment Guidelines, as may be amended from time to time, or to establish, by
Tariff or otherwise, Rate Centers and Rating Points corresponding to such NXX
codes. Until such time as number administration is provided by a third party,
BA shall provide Focal access to telephone numbers by assigning NXX codes to
Focal in accordance with such Assignment Guidelines.
8.2 It shall be the responsibility of each Party to program and update its
own switches and network systems in accordance with the Local Exchange Routing
Guide ("LERG") in order to recognize and route traffic to the other Party's
assigned NXX codes at all times. Neither Party shall impose any fees or charges
whatsoever on the other Party for such activities, except as expressly set forth
in this Agreement.
8.3 Unless mandated otherwise by a Commission order, the Rate Center Areas
will be the same for each Party. During the term of this Agreement, Focal shall
adopt the Rate Center Areas and Rate Center Points that the Commission has
approved for BA, in all areas where BA and Focal service areas overlap, and
Focal shall assign whole NPA-NXX codes to each Rate Center unless the LEC
industry adopts alternative methods of utilizing NXXs in the manner adopted by
the NANP.
8.4 Focal will also designate a Routing Point for each assigned NXX code.
Focal shall designate one location for each Rate Center Area as the Routing
Point for the NPA-NXXs associated with that Area, and such Routing Point shall
be within the same LATA as the Rate Center Area but not necessarily within the
Rate Center Area itself.
8.5 Notwithstanding anything to the contrary contained herein, nothing in
this Agreement is intended to, and nothing in this Agreement shall be construed
to, in any way constrain Focal's choices regarding the size of the local calling
area(s) that Focal may establish for its Customers, which local calling areas
may be larger than, smaller than, or identical to, BA's local calling areas.
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9.0 NETWORK MAINTENANCE AND MANAGEMENT; OUTAGES
9.1 The Parties will work cooperatively to install and maintain a reliable
network. Focal and BA will exchange appropriate information (e.g., maintenance
----
contact numbers, network information, information required to comply with law
enforcement and other security agencies of the Government) to achieve this
desired reliability. In addition, the Parties will work cooperatively to apply
sound network management principles to alleviate or to prevent congestion.
9.2 Each Party recognizes a responsibility to follow the standards that
may be agreed to between the Parties and to employ characteristics and methods
of operation that will not interfere with or impair the service or any
facilities of the other or any third parties connected with or involved directly
in the network of the other.
9.3 INTERFERENCE OR IMPAIRMENT
If Party A reasonably determines that the characteristics and methods of
operation used by Party B will or may interfere with or impair its provision of
services, Party A shall have the right to discontinue Interconnection subject,
however, to the following:
9.3.1 Party A shall have given Party B ten (10) days' prior written
notice of interference or impairment or potential interference or impairment
which specifies the time within which Party B is to correct the condition; and,
9.3.2 Party A shall have concurrently provided a copy of the notice
provided to Party B under (a) above to the appropriate federal and/or state
regulatory bodies.
9.3.3 Notice in accord with subsections 9.3.1 and 9.3.2 above shall
not be required in emergencies and Party A may immediately discontinue
Interconnection if reasonably necessary to meet its obligations. In such case,
however, Party A shall use all reasonable means to notify Party B and the
appropriate federal and/or state regulatory bodies.
9.3.4 Upon correction of the interference or impairment, Party A will
promptly renew the Interconnection. During such period of discontinuance, there
will be no compensation or credit allowance by Party A to Party B for
interruptions.
9.4 REPEATED OR WILLFUL NONCOMPLIANCE
9.4.1 The Interconnection provided hereunder may be discontinued by
either Party upon thirty (30) days written notice to the other for repeated or
willful violation of and/or a refusal to comply with this Agreement. The Party
discontinuing will notify the appropriate federal and/or state regulatory bodies
concurrently with the notice to the other Party of the prospective
discontinuance.
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9.5 OUTAGE REPAIR STANDARD
In the event of an outage or trouble in any arrangement, facility, or
service being provided by a Party hereunder, the providing Party will follow
procedures for isolating and clearing the outage or trouble that are no less
favorable than those that apply to comparable arrangements, facilities, or
services being provided by the providing Party to any other carrier whose
network is connected to that of the providing Party. Focal and BA may agree to
modify those procedures from time to time based on their experience with
comparable Interconnection arrangements with other carriers.
9.6 NOTICE OF CHANGES -- SECTION 251(c)(5).
If a Party makes a change in its network which it believes will materially
affect the interoperability of its network with the other Party's network, the
Party making the change shall provide at least ninety (90) days advance written
notice of such change to the other Party.
10. JOINT NETWORK RECONFIGURATION AND GROOMING PLAN; AND INSTALLATION,
MAINTENANCE, TESTING AND REPAIR.
10.1 JOINT NETWORK RECONFIGURATION AND GROOMING PLAN. Within ninety (90)
days of the date the parties first establish Interconnection hereunder, unless
the Parties agree to a different date, Focal and BA shall jointly develop a
grooming plan (the "Joint Plan") which shall define and detail, inter alia,
----- ----
(a) modifications to the agreement on physical architecture
consistent with the guidelines defined in Section 4;
(b) standards to ensure that Interconnection trunk groups
experience a grade of service, availability and quality which is comparable
to that achieved on interoffice trunks within BA's network and in accord
with all appropriate relevant industry-accepted quality, reliability and
availability standards. Trunks provided by either Party for Interconnection
services will be engineered using a design blocking objective of B.01;
(c) the respective duties and responsibilities of the Parties with
respect to the administration and maintenance of the trunk groups,
including, but not limited to, standards and procedures for notification
and discoveries of trunk disconnects;
(d) disaster recovery provision escalations;
(e) migration from one-way to two-way Interconnection Trunks upon
mutual agreement of the Parties;
(f) actual meet point locations on the SONET system; and
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(g) such other matters as the Parties may agree.
10.2 INSTALLATION, MAINTENANCE, TESTING AND REPAIR. BA's standard
intervals for Feature Group D Switched Exchange Access Services will be used for
Interconnection. Focal shall meet the same intervals for comparable
installations, maintenance, joint testing, and repair of its facilities and
services associated with or used in conjunction with Interconnection or shall
notify BA of its inability to do so and will negotiate such intervals in good
faith. The Parties agree that the standards to be used by each Party for
isolating and clearing any disconnections and/or other outages or troubles shall
be no less favorable than those applicable to comparable arrangements,
facilities, or services being provided by such Party to any other carrier whose
network is connected to that of the providing Party.
10.3 FORECASTING REQUIREMENTS FOR TRUNK PROVISIONING. Within sixty (60)
days of executing this Agreement, Focal shall provide BA a one (1) year traffic
forecast. This initial forecast will provide the amount of traffic to be
delivered to each of BA's End Offices affected by the exchange of traffic. The
forecast shall be updated and provided to BA on a quarterly basis, and include
Access Carrier Terminal Location (ACTL), traffic type (local/toll, operator
services, 911, etc.), code (identifies trunk group), A location/Z location (CLLI
codes), interface type (e.g., DS1), and trunks in service each year
(cumulative).
10.3.1 Initial Forecasts/Trunking Requirements. Because BA's trunking
---------------------------------------
require-ments will, at least during an initial period, be dependent on the
customer segments and service segments within customer segments to whom Focal
decides to market its services, BA will be largely dependent on Focal to provide
accurate trunk forecasts for both inbound (from BA) and outbound (from Focal)
traffic. BA will, as an initial matter and upon request, provide the same
number of trunks to terminate local traffic to Focal as Focal provides to
terminate local traffic to BA, unless Focal expressly identifies particular
situations that are expected to produce traffic that is substantially skewed in
either the inbound or outbound direction, in which case BA will provide the
number of trunks Focal suggests. Upon the establishment of any new set of
trunks for traffic from BA to Focal, BA will monitor traffic for ninety (90)
days, and will, as necessary at the end of that period, either augment trunks or
disconnect trunks, based on the application of reasonable engineering criteria
to the actual traffic volume experienced. If, after such 90-day period, BA has
determined that the trunks are not warranted by actual traffic volumes, then, on
ten (10) days' written notice, BA may hold Focal financially responsible for
such trunks retroactive to the start of the 90-day period until such time as
they are justified by actual traffic volumes, based on the application of
reasonable engineering criteria. To the extent that BA requires Focal to
install trunks for delivery of traffic to BA, Focal may apply the same
procedures with respect to BA's trunking requirements.
11.0 UNBUNDLED ACCESS - SECTION 251(c)(3).
To the extent required of each Party by Section 251 of the Act, each Party
shall offer to the other Party nondiscriminatory access to Network Elements on
an unbundled basis at any technically feasible point. BA shall unbundle and
separately price and offer Network Elements such that Focal
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will be able to lease and interconnect to whichever of the Network Elements
Focal requires, and to combine the BA-provided elements with any facilities and
services that Focal may itself provide, except that Focal shall not recombine
Network Elements purchased from BA for use as a substitute for the purchase at
wholesale rates of Telecommunications Services that BA provides unless otherwise
mandated by the FCC or the Commission or agreed to by other carriers.
11.1 UNBUNDLED LOCAL LOOP ("ULL") TRANSMISSION TYPES
Subject to subsection 11.4, BA shall allow Focal to access the following
ULL types (in addition to those ULLs available under applicable tariffs)
unbundled from local switching and local transport in accordance with the terms
and conditions set forth in this subsection 11.1.
11.1.1 "2-Wire Analog Voice Grade ULL" or "Analog 2W" provides an
effective 2-wire channel with 2-wire interfaces at each end that is suitable for
the transport of analog voice grade (nominal 300 to 3000 Hz) signals and loop-
start signaling. The service is more fully described in Bell Atlantic TR-72565.
If "Customer-Specified Signaling" is requested, the service will operate with
one of the following signaling types that may be specified when the service is
ordered: loop-start, ground-start, loop-reverse-battery, and no signaling. The
service is more fully described in Bell Atlantic TR-72570.
11.1.2 "4-Wire Analog Voice Grade ULL" or "Analog 4W" provides an
effective 4-wire channel with 4-wire interfaces at each end that is suitable for
the transport of analog voice grade (nominal 300 to 3000 Hz) signals. The
service will operate with one of the following signaling types that may be
specified when the service is ordered: loop-start, ground-start, loop-reverse-
battery, duplex, and no signaling. The service is more fully described in Bell
Atlantic TR-72570.
11.1.3 "2-Wire ISDN Digital Grade ULL" or "BRI ISDN" provides a
channel with 2-wire interfaces at each end that is suitable for the transport of
160 kbps digital services using the ISDN 2B1Q line code.
11.1.4 "2-Wire ADSL-Compatible ULL" or "ADSL 2W" provides a channel
with 2-wire interfaces at each end that is suitable for the transport of digital
signals up to 6 Mbps toward the Customer and up to 640 kbps from the Customer.
BA will offer ADSL-Compatible ULLs only when the technology BA uses to provide
such ULLs is compatible with that of Focal. In addition, ADSL-Compatible ULLs
will be available only where existing copper facilities can meet applicable
industry standards .
11.1.5 "2-Wire HDSL-Compatible ULL" or "HDSL 2W" provides a channel
with 2-wire interfaces at each end that is suitable for the transport of 784
kbps digital signals simultaneously in both directions using the 2BlQ line code.
HDSL compatible ULLs will be available only where existing copper facilities can
meet the specifications.
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11.1.6 "4-Wire HDSL-Compatible ULL" or "HDSL 4W" provides a channel
with 4-wire interfaces at each end. Each 2-wire channel is suitable for the
transport of 784 kbps digital signals simultaneously in both directions using
the 2B1Q line code. HDSL compatible ULLs will be available only where existing
copper facilities can meet the specifications.
11.1.7 ULLs will be offered on the terms and conditions specified
herein and on such other terms in applicable Tariffs that are not inconsistent
with the terms and conditions set forth herein. BA shall make ULLs available to
Focal at the rates specified by the Commission, as amended from time to time,
subject to the provisions of subsection 11.1.8 below.
11.1.8 BA will make Analog 2-Wire ULLs available for lease by Focal
in accordance with the schedule set forth in Schedule 3.0. BA will make BRI ISDN
and Analog 4W ULLs available for lease by Focal by the later of January 1, 1997,
or the date when the ULL milestone contained in Schedule 3.0 is achieved in the
LATA. BA will make ADSL 2W, HDSL 2W, and HDSL 4W ULLs available for lease by
Focal as soon as practicable, but in any event no later than six months, after
BA makes the services using equivalent loop facilities commercially available to
its own end-user Customers in Pennsylvania. Upon request by either BA or Focal,
the Parties shall agree upon a reasonable schedule and location for a technical
and operational trial(s) of ADSL 2W, HDSL 2W, and/or HDSL 4W ULLs. Such trial(s)
may, by mutual agreement, be conducted in any jurisdiction in which affiliates
of BA and Focal both operate. Upon successful completion of such trial(s), the
Parties shall agree upon an implementation schedule for the ULL type(s) subject
to such trial(s), which schedule shall begin no later than ninety (90) days
after successful completion of such trial(s).
11.2 PORT TYPES
BA shall make available to Focal unbundled 2-wire analog line and 2-wire
analog trunk Ports on the terms and conditions specified herein and on such
other terms in applicable Tariffs that are not inconsistent with the terms and
conditions set forth herein. BA will offer Focal Ports utilizing other
technologies as they become available, upon bona fide request by Focal.
11.3 TRUNK SIDE LOCAL TRANSPORT
BA shall provide Focal local transport from the trunk side of BA's Central
Office Switches using private lines and special access services unbundled from
switching and other services in accordance with the terms and conditions of BA's
existing or filed Tariffs, as referenced in Exhibit A.
11.4 LIMITATIONS ON UNBUNDLED ACCESS
11.4.1 Unless otherwise mandated by the FCC or the Commission or
agreed to by BA with other carriers, Focal may not cross-connect a BA-provided
ULL to a BA- provided Port, but instead shall purchase a network access line
under applicable tariffs.
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11.4.2 BA shall only be required to make available ULLs and Ports
where such ULLs and Ports are available.
11.4.3 Focal shall access BA's unbundled Network Elements
specifically identified in this Agreement via Collocation in accordance with
Section 13 at the BA Wire Center where those elements exist and each ULL or Port
shall be delivered to Focal's Collocation by means of a Cross Connection.
11.4.4 BA shall provide Focal access to its Unbundled Local Loops at
each of BA's Wire Centers for loops terminating in that Wire Center. In
addition, if Focal requests one or more ULLs provisioned via Integrated Digital
Loop Carrier or Remote Switching technology deployed as a ULL concentrator, BA
shall, where available, move the requested ULL(s) to a spare, existing physical
ULL at no additional charge to Focal. If, however, no spare physical ULL is
available, BA shall within three (3) business days of Focal's request notify
Focal of the lack of available facilities. Focal may then at its discretion make
a Network Element Bona Fide Request to BA to provide the Unbundled Local Loop
through the demultiplexing of the integrated digitized ULL(s). Focal may also
make a Network Element Bona Fide Request for access to Unbundled Local Loops at
the ULL concentration site point. Alternatively, Focal may choose to avail
itself of BA's Special Construction services, as set forth in Exhibit A, for the
provisioning of such ULL(s). Notwithstanding anything to the contrary in this
Agreement, the provisioning intervals set forth in subsection 11.6 and the
Performance Criteria and Performance Interval Dates set forth in subsection 27.1
and Schedule 27, respectively, shall not apply to ULLs provided under this
subsection 11.4.4.
11.4.5 If Focal orders a ULL type and the distance requested on such
ULL exceeds the transmission characteristics in applicable technical references,
distance extensions may be required and additional rates and charges shall apply
as set forth in Exhibit A or applicable Tariffs.
11.4.6 BA will exercise all reasonable efforts to ensure that the
service intervals that apply to ULLs and unbundled Ports are comparable to the
(i) repair intervals that apply to the bundled dial tone line service, and (ii)
installation intervals that apply to other BA-coordinated services, except as
provided in Section 27. Although BA will make commercially reasonable efforts
to ensure that ULLs and unbundled ports meet specified or agreed-upon technical
standards, BA makes no warranty that the ULLs or unbundled Ports supplied by BA
hereunder will be compatible with the services Focal may offer to its Customers
if they are used in a manner not contemplated by the Parties.
11.5 AVAILABILITY OF OTHER NETWORK ELEMENTS ON AN UNBUNDLED BASIS
11.5.1 BA shall, upon request of Focal, and to the extent
technically feasible, provide to Focal access to its Network Elements on an
unbundled basis for the provision of Focal's Telecommunications Service. Any
request by Focal for access to an BA Network Element that is not already
available shall be treated as a Network Element Bona Fide Request. Focal shall
provide BA
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access to its Network Elements as mutually agreed by the Parties or as required
by the Commission or FCC.
11.5.2 A Network Element obtained by one Party from the other Party
under this subsection 11.5 may be used in combination with the facilities of the
requesting Party only to provide a Telecommunications Service, including
obtaining billing and collection, transmission, and routing of the
Telecommunications Service.
11.5.3 Notwithstanding anything to the contrary in this subsection
11.5, a Party shall not be required to provide a proprietary Network Element to
the other Party under this subsection 11.5 except as required by the Commission
or FCC.
11.6 PROVISIONING OF UNBUNDLED LOCAL LOOPS
The following coordination procedures shall apply for conversions of "live"
Telephone Exchange Services to ULLs. These and other mutually agreed-upon
procedures shall apply reciprocally for the "live" cutover of Customers from BA
to Focal and from Focal to BA.
11.6.1 Upon request by Focal, BA will apply the following
coordination procedures to conversions of live Telephone Exchange Services to
ULLs. Coordinated cutover charges will apply to any such arrangement, only to
the extent provided by Section A.4.a of Exhibit A. If Focal elects not to
request coordinated cutover, BA will process Focal's request in the normal
course and subject to the normal installation intervals.
11.6.2 Focal shall request ULLs from BA by delivering to BA a valid
electronic transmittal service order (when available) or another mutually
agreed-upon type of service order. Such service order shall be provided in
accordance with industry format and specifications or such format and
specifications as may be agreed to by the Parties. Within forty-eight (48)
hours of BA's receipt of such valid service order, BA shall provide Focal the
firm order commitment date according to the Performance Interval Dates set forth
in Schedule 27 by which the ULLs covered by such service order will be
installed. In addition, BA shall provide Focal with the related ULL design
information, if available, at least forty eight (48) hours prior to the
scheduled cutover time.
11.6.3 On each ULL order in a Wire Center, Focal and BA will agree
on a cutover time at least forty eight (48) hours before that cutover time. The
cutover time will be defined as a 15-30 minute window within which both the
Focal and BA personnel will make telephone contact to complete the cutover.
11.6.4 Within the appointed 15-30 minute cutover time, the Focal
person will call the BA organization designated to coordinate cross-connection
work and when the BA organization is reached in that interval such work will be
promptly performed.
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11.6.5 If Focal requires a change in scheduling, it must contact BA
to issue a supplement to the original order. The negotiations process to
determine the date and time of cutover will then be reinitiated as usual.
11.6.6 If the Focal person is not ready within the appointed
interval and if Focal had not called to reschedule the work at least two (2)
hours prior to the start of the interval, Focal shall be liable for the non-
recurring charge for the unbundled elements scheduled for the missed
appointment. In addition, non-recurring charges for the rescheduled appointment
will apply.
11.6.7 If BA is not available or not ready at any time during the
appointed 15-30 minute interval, Focal and BA will reschedule and BA will waive
the non-recurring charge for the unbundled elements originally scheduled for
that interval, whenever those unbundled elements are actually cut over pursuant
to an agreed-upon rescheduling.
11.6.8 The standard time expected from disconnection of a live
Telephone Exchange Service to the connection of the unbundled element to the
Focal Collocation Arrangement is fifteen (15) minutes per voice grade circuit
for all orders consisting of fifteen (15) LTLLs or less. Orders involving more
than fifteen (15) ULLs will require a negotiated interval.
11.6.9 If unusual or unexpected circumstances prolong or extend the
time required to accomplish the coordinated cutover, the Party responsible for
such circumstances is responsible for the reasonable labor charges of the other
Party. Delays caused by the Customer are the responsibility of Focal.
11.6.10 If Focal has ordered INP as part of an ULL installation, BA
will coordinate implementation of INP with the ULL installation. BA's provision
of unbundled elements shall in all cases be subject to the availability of
suitable facilities, to the extent permitted by Section 251 of the Act.
11.6.11 If Focal requests or approves a BA technician to perform
services on the network side of the Rate Demarcation Point beyond normal
installation of the ULLs covered by the service order, BA may charge Focal for
any additional and reasonable labor charges to perform such services. BA may
also charge Focal its normal overtime rates for services Focal requests to be
performed outside of BA's normal business hours (M-F, 9 am to 5 pm, E.S.T.).
11.7 MAINTENANCE OF UNBUNDLED LOCAL LOOPS
If (i) Focal reports to BA a Customer trouble, (ii) Focal requests a
dispatch, (iii) BA dispatches a technician, and (iv) such trouble was not caused
by BA's facilities or equipment, then Focal shall pay BA a per-trip charge and
labor charges per quarter hour increments for time associated with said
dispatch, as set forth in Exhibit A. In addition this charge also applies in
situations when the Customer contact as designated by Focal is not available at
the appointed time. Focal accepts responsibility for initial trouble isolation
and providing BA with appropriate dispatch
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information based on their test results. If, as the result of Focal
instructions, BA is erroneously requested to dispatch within the Central Office,
BA may levy on Focal an appropriate charge.
11.8 RATES AND CHARGES
BA shall charge the non-recurring and monthly recurring rates for unbundled
Local Loops and other Network Elements set forth in Exhibit A.
12.0 RESALE - SECTIONS 251(c)(4) and 251(b)(1).
12.1 AVAILABILITY OF RETAIL RATES FOR RESALE
Each Party shall make available its Telecommunications Services for resale
at the retail rates set forth in its Tariffs to the other Party in accordance
with Section 25 l(b)(1) of the Act. In addition, BA and Focal shall each allow
the resale by the other of all Telecommunications Services that are offered
primarily or entirely to other Telecommunications Carriers (e.g., Switched and
----
special Exchange Access Services) at the rates already applicable to such
services. BA shall also allow the resale by Focal of such other non-
Telecommunications Services as BA, in its sole discretion, determines to provide
for resale under terms and conditions to be agreed to by the Parties.
12.2 AVAILABILITY OF WHOLESALE RATES FOR RESALE
BA shall make available to Focal for resale all Telecommunications Services
that BA provides at retail to Customers that are not Telecommunications Carriers
at the retail prices set forth in BA's Tariffs less the wholesale discount set
forth in Exhibit A in accordance with Section 251(c)(4) of the Act. Such
services shall be provided in accordance with the terms of the applicable retail
services Tariff(s), including, without limitation, user or user group
restrictions, as the case may be, subject to the requirement that such
restrictions shall in all cases comply with the requirements of Section 251 of
the Act and the FCC Regulations regarding restrictions on resale. The Parties
may also agree to negotiate term and/or volume discounts for resold services.
12.3 AVAILABILITY OF SUPPORT SERVICES AND BRANDING FOR RESALE
BA shall make available to Focal the various support services for resale
described in Schedule 12.3 hereto in accordance with the terms set forth
therein. In addition, to the extent required by Applicable Laws, upon request
by Focal and at prices, terms and conditions to be negotiated by Focal and BA,
BA shall provide BA Retail Telecommunications Services (as defined in Schedule
12.3) that are identified by Focal's trade name, or that are not identified by
trade name, trademark or service mark.
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12.4 ADDITIONAL TERMS GOVERNING RESALE AND USE OF BA SERVICES
12.4.1 Focal shall comply with the provisions of this Agreement
(including, but not limited to, all applicable BA Tariffs) regarding resale or
use of BA services. In addition, Focal shall make reasonable efforts in good
faith to ensure that its Customers comply with the provisions of BA's Tariffs
applicable to their use of BA's Telecommunications Services.
12.4.2 Without in any way limiting subsection 12.4.1, Focal shall
not resell (a) residential service to business or other nonresidential Customers
of Focal, (b) Lifeline or other means-tested service offerings, or grandfathered
service offerings, to persons not eligible to subscribe to such service
offerings from BA, or (c) any other BA service in violation of any user or user
group restriction that may be contained in the BA Tariff applicable to such
service to the extent such restriction is not prohibited by Applicable Laws. In
addition, Focal shall be subject to the same limitations that BA's own retail
Customers may be subject to with respect to any Telecommunications Service that
BA may, in its discretion and to the extent not prohibited by Applicable Laws,
discontinue offering. Except as otherwise provided by this Agreement or
Applicable Laws, BA will give Focal notice in writing or electronically (which
may be by giving Focal access to a database or an Internet site that contains
the applicable information, or by other electronic means) of material
modification of the operation, or discontinuance, of BA Retail
Telecommunications Services (as defined in Schedule 12.3) furnished under this
Agreement for resale at least 60 days prior to the time the material
modification or discontinuance becomes effective.
12.4.3 BA shall not be obligated to offer to Focal at a wholesale
discount Telecommunications Services that BA offers at a special promotional
rate if such promotions are for a limited duration of ninety (90) days or less.
12.4.4 Focal shall provide to BA, in accordance with BA's Tariffs,
adequate assurance of payment of charges due to BA in connection with Focal's
purchase of BA Telecommunications Services for resale. For the purposes of
providing such adequate assurance of payment, Focal shall be deemed to be a
business customer, even if Focal is purchasing Telecommunications Services for
resale to residential customers.
12.4.5 Focal shall not be eligible to participate in any BA plan or
program under which BA end user retail Customers may obtain products or
merchandise, or services which are not Bell Atlantic Retail Telecommunications
Services (as defined in Schedule 12.3), in return for tying, agreeing to
purchase, purchasing, or using Bell Atlantic Retail Telecommunications Services.
13.0 COLLOCATION SECTION 251(c)(6).
13.1 BA shall offer to Focal Physical Collocation of equipment necessary
for Interconnection (pursuant to Section 4) or for access to unbundled Network
Elements (pursuant to Section 11.0), except that BA may offer only Virtual
Collocation if BA demonstrates to the
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Commission that Physical Collocation is not practical for technical reasons or
because of space limitations, as provided in Section 251(c)(6) of the Act. BA
shall provide such Collocation solely for the purpose of Interconnection with
facilities or services of BA or access to unbundled Network Elements of BA,
except as otherwise mutually agreed to in writing by the Parties or as required
by the FCC or the Commission, subject to applicable federal and state Tariffs.
13.2 Although not required to do so by Section 251(c)(6) of the Act, by
this Agreement, Focal agrees to offer to BA Collocation (at Focal's option
either Physical or Virtual) of equipment for purposes of Interconnection
(pursuant to Section 4) on a non-discriminatory basis and at comparable rates,
terms and conditions as Focal may provide to other third parties. Focal shall
provide such Collocation subject to applicable Tariffs.
13.3 Where Focal is Virtually Collocated on the date hereof on a premise
that was initially prepared for Physical Collocation for Focal, Focal may elect
to (i) retain its Virtual Collocation in that premises, and/or (ii) establish
Physical Collocation in that premises pursuant to current procedures and
applicable Tariffs. BA will not assess to Focal non-recurring charges for
central office common area construction to transition existing virtual
collocation arrangements to physical collocation arrangements in offices where
Focal previously paid such charges. BA will also waive cage construction
charges for cages of the same size originally paid for by Focal. Focal shall
coordinate with BA for rearrangement of Focal's equipment, facilities, and
circuits. All applicable Physical Collocation recurring charges shall apply.
13.4 Where Focal is Virtually Collocated on the date hereof on a premise
that was initially prepared for Focal as Virtual Collocation, Focal may elect to
(i) retain its Virtual Collocation in that premises, or (ii) unless it is not
practical for technical reasons or because of space limitations, convert its
Virtual Collocation at such premises to Physical Collocation, in which case
Focal shall coordinate the construction and rearrangement with BA of its
equipment, facilities, and circuits, and for which Focal shall pay BA at
applicable Tariff rates. In addition, all Physical Collocation recurring
charges shall apply.
13.5 For both Physical Collocation and Virtual Collocation, the Collocating
Party shall provide its own or third-party leased transport facilities and
terminate those transport facilities in equipment located in its Physical
Collocation space, or in its virtually collocated equipment, at the Housing
Party's premises as described in applicable Tariffs, and purchase Cross
Connection to services or facilities as described in applicable Tariffs.
13.6 Collocation shall occur under the terms of each Party's applicable and
available Tariffs. Collocation is offered for network Interconnection between
the Parties. Unless otherwise agreed to by the Parties or either Party is
required by applicable law to permit on its collocated premises, neither Party
shall use a Collocation Arrangement to directly interconnect with a third
party's equipment or facilities collocated at the same location.
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SECTION 251(B) PROVISIONS
14.0 NUMBER PORTABILITY -- SECTION 251(B)(2).
14.1 SCOPE
14.1.1 The Parties shall provide Local Telephone Number Portability
("LTNP") on a reciprocal basis to each other to the extent technically feasible,
and in accordance with rules and regulations as from time to time prescribed by
the FCC and/or the Commission.
14.1.2 Until Permanent Number Portability is implemented by the
industry pursuant to regulations issued by the FCC and/or the Commission, the
Parties agree to reciprocally provide Interim Number Portability to each other
at the prices listed in Exhibit A. Such agreed upon prices for INP are not
intended to reflect either Party's views on the cost recovery mechanisms being
considered by the FCC in its current proceeding on number portability issues.
14.1.3 Upon the agreement of the Parties or issuance of applicable
FCC and/or Commission order(s) or regulations mandating the adoption of a
Permanent Number Portability ("PNP") arrangement, BA and Focal will commence
migration from INP to the agreed-upon or mandated PNP arrangement as quickly as
practically possible while minimizing interruption or degradation of service to
their respective Customers. Once PNP is implemented, either Party may withdraw,
at any time and at its sole discretion, its INP offerings, subject to advance
notice to the other Party and coordination to allow the seamless and transparent
conversion of INP Customer numbers to PNP. Upon implementation of PNP pursuant
to FCC or Commission regulation, both Parties agree to conform and provide such
PNP. To the extent PNP rates or cost recovery mechanisms are not established by
the applicable FCC or Commission order or regulation mandating the adoption of
PNP, the Parties will negotiate in good faith the charges or cost recovery
mechanism for PNP service at such time as a PNP arrangement is adopted by the
Parties.
14.1.4 Under either an INP or PNP arrangement, Focal and BA will
implement a process to coordinate LTNP cutovers with ULL conversions (as
described in Section 11 of this Agreement).
14.2 PROCEDURES FOR PROVIDING INP THROUGH REMOTE CALL FORWARDING
Focal and BA will provide INP through Remote Call Forwarding as follows:
14.2.1 A Customer of one Party ("Party A") elects to become a
Customer of the other Party ("Party B"). The Customer elects to utilize the
original telephone number(s) corresponding to the Telephone Exchange Service(s)
it previously received from Party A, in conjunction with the Telephone Exchange
Service(s) it will now receive from Party B. Upon receipt of a service order
from Party B requesting assignment of the number(s) to Party B, Party A will
implement an arrangement whereby all calls to the original telephone number(s)
will be forwarded
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to a new telephone number(s) designated by Party B, only within the same
Exchange Area as the original telephone number(s). Party A will route the
forwarded traffic to Party B over the appropriate traffic exchange trunk groups.
14.2.2 Party B will become the customer of record for the original
Party A telephone number(s) subject to the INP arrangements. Upon the execution
of an appropriate billing services agreement or such other mutually agreed-upon
arrangement between the Parties, Party A shall use its reasonable efforts to
consolidate into as few billing statements as possible collect, calling card,
and third-number billed calls associated with the number(s), with sub-account
detail by retained number.
14.2.3 Party A will update its Line Information Database ("LIDB")
listings for retained numbers, and restrict or cancel calling cards associated
with those forwarded numbers as directed by Party B. In addition, Party A will
update the retained numbers in the LIDB with the screening options provided by
Party B on a per order basis. Party B shall determine which of the screening
options offered by Party A should apply to the Party B Customer account.
14.2.4 Party B will outpulse the telephone number to which the call
has been forwarded to the 911 Tandem Office. Party B will also provide the 911
database with both the forwarded number and the directory number, as well as the
appropriate address information of the Customer.
14.2.5 Party A shall be permitted to cancel INP arrangements and
reassign the telephone number(s) upon receipt of notification from Party B or a
third party that is authorized to act on behalf of the Customer. Party A shall
provide notification to Party B of third party orders affecting the INP service
of a Party B Customer. The Parties agree to work cooperatively to develop
procedures or adopt industry standards or practices concerning the initiation
and termination of INP service in a multi-carrier environment.
14.2.6 The INP service offered herein shall not initially apply to
NXX Codes 555, 915, 976, or 950, or for Feature Group A or coin telephone
service. Upon request of either Party, provision of INP to these services will
be mutually negotiated between the parties and provided to the extent feasible
under negotiated rates, terms and conditions. INP shall not apply for any
arrangement that would render the forwarded call Toll Traffic.
14.2.7 The ordering of INP arrangements and the exchange of
screening information shall be made in accordance with industry-accepted (e.g.
---
OBF developed) format and specifications to the extent they have been
implemented by the Parties.
14.3 PROCEDURES FOR PROVIDING INP THROUGH DIRECT INWARD DIAL TRUNKS (FLEX-
DID) Either Party may also request INP through Direct Inward Dial Trunks
pursuant to any applicable Tariffs.
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14.4 PROCEDURES FOR PROVIDING LTNP THROUGH FULL NXX CODE MIGRATION Where
either Party has activated an entire NXX for a single Customer, or activated a
substantial portion of an NXX for a single Customer, with the remaining numbers
in that NXX either reserved for future use by that Customer or otherwise unused,
if such Customer chooses to receive Telephone Exchange Service from the other
Party, the first Party shall cooperate with the second Party to have the entire
NXX reassigned in the LERG (and associated industry databases, routing tables,
etc.) to an End Office operated by the second Party. Such transfer will be
accomplished with appropriate coordination between the Parties and subject to
appropriate industry lead-times for movements of NXXs from one switch to
another. Neither Party shall charge the other in connection with this
coordinated transfer.
14.5 RECEIPT OF TERMINATING COMPENSATION ON TRAFFIC TO INP'ED NUMBERS
The Parties agree in principle that, under the INP arrangements described
in subsections 14.2 and 14.3 above, terminating compensation on calls to INP'ed
numbers should be received by each Customer's chosen LEC as if each call to the
Customer had been originally addressed by the caller to a telephone number
bearing an NPA-NXX directly assigned to the Customer's chosen LEC. In order to
accomplish this objective where INP is employed, the Parties shall utilize the
process set forth in this subsection 14.5 whereby terminating compensation on
calls subject to INP will be passed from the Party (the "Performing Party")
which performs the INP to the other Party (the "Receiving Party" for whose
Customer the INP is provided.
14.5.1 The Parties shall individually and collectively make best
efforts to track and quantify INP traffic between their networks based on the
CPN of each call by identifying CPNs which are INP'ed numbers. The Receiving
Party shall charge the Performing Party for each minute of INP traffic at the
INP Traffic Rate specified in subsection 14.5.3 in lieu of any other
compensation charges for terminating such traffic, except as provided in
subsection 14.5.2.
14.5.2 By the Interconnection Activation Date in each LATA, the
Parties shall jointly estimate for the prospective six months, based on historic
data of all traffic in the LATA, the percentages of such traffic that, if dialed
to telephone numbers bearing NPA-NXXs directly assigned to a Receiving Party (as
opposed to the INP'ed number), would have been subject to (i) Reciprocal
Compensation ("Recip Traffic"), (ii) appropriate intrastate FGD charges
("IntraTraffic"), (iii) interstate FGD charges ("Inter Traffic"), or (iv)
handling as Transit Traffic. On the date which is six (6) months after the
Interconnection Activation Date, and thereafter on each succeeding six month
anniversary of such Interconnection Activation Date, the Parties shall establish
new INP traffic percentages to be applied in the prospective six (6) month
period, based on the Performing Party's choice of actual INP traffic percentages
from the preceding six (6) month period or historic data of all traffic in the
LATA.
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14.5.3 The INP Traffic Rate shall be equal to the sum of:
(Recip Traffic percentage times the Reciprocal Compensation Rate set forth in
-----
Exhibit A)
plus
----
(Intra Traffic percentage times Receiving Party's effective intrastate FGD
-----
rates)
plus
----
(Inter Traffic percentage times Receiving Party's effective interstate FGD
-----
rates).
The Receiving Party shall compensate the Performing Party for its billing
and collection of charges for the intrastate and interstate FGD access services
provided by the Receiving Party to a third party through the greater of (i) the
difference between the intrastate and interstate FGD rates of the Receiving
Party and the Performing Party, or (ii) three percent (3%) of the Performing
Party's intrastate and interstate FGD revenues for INP'ed numbers. Under no
circumstances shall the Performing Party, in performing the billing and
collections service on behalf of the Receiving Party, be obligated to pass
through more than ninety seven percent (97%) of its FGD access charge to the
Receiving Party in connection with any given INP'ed call.
14.6 RECOVERY OF INP COSTS PURSUANT TO FCC ORDER AND RULEMAKING
Notwithstanding anything to the contrary contained in this Section 14, in
light of the FCC's First Report and Order and Further Notice of Proposed
Rulemaking, adopted June 27, 1996, in CC Docket 95-116 (the "Order"), the
Parties stipulate and agree as follows:
14.6.1 The rates listed in Exhibit A for the provision of INP are
appropriate amounts that each Party providing INP service should recover for the
provision of those INP functionalities in BA's operating territory. For the INP
functions it provides, each Party should be allowed to recover these amounts in
a manner consistent with any final FCC and/or Commission order on INP cost
recovery (such as a state-wide fund contributed to by all telecommunications
carriers).
14.6.2 Within three (3) weeks of the Effective Date, the Parties
will jointly seek a Commission proceeding and ruling to develop and implement an
INP cost recovery mechanism consistent with the policy described in the Order
and/or any subsequent FCC or Commission decision.
14.6.3 Until such time as a final FCC and/or Commission order,
pursuant to subsection 14.6.2 above, is implemented, each Party will provide INP
service to the other Party at the INP rates listed in Exhibit A. All revenues
received by the providing Party from its provision of INP service to the other
Party shall be placed into an escrow fund maintained by or tracked separately by
the providing Party. Upon issuance of a final FCC and/or Commission order, and
to the extent that it permits the Party providing INP to recover the associated
costs from a state-wide fund, the providing Party shall refund to the purchasing
Party an amount equal to the amount it recovers from such fund for its provision
of INP service to the purchasing Party from the Effective
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Date, provided that in no event shall the refund amount exceed the aggregate
amount the providing Party has received from the purchasing Party for INP
services. If no such fund is ordered or established, the providing Party shall
retain the full amount of the revenues tracked or held in escrow by it pursuant
to this subsection 14.6.3.
14.6.4 The Parties agree that neither Party waives its rights to
advocate its views that are consistent with this subsection 14.6 on the
appropriate INP cost recovery mechanism, or to present such views before any
relevant regulatory body or other agency as they relate to FCC or Commission
actions on INP cost recovery.
15.0 DIALING PARITY - SECTION 251(b)(3).
BA and Focal shall each provide the other with nondiscriminatory access to
such services and information as are necessary to allow the other Party to
implement dialing parity for Telephone Exchange Service, operator services,
directory assistance, and directory listing information with no unreasonable
dialing delays, as required under Section 251(b)(3) of the Act.
16.0 ACCESS TO RIGHTS-OF-WAY - SECTION 251(B)(4).
Each Party shall provide the other Party access to its poles, ducts,
rights-of-way and conduits it owns or controls in conformance with 47 U.S.C. (S)
224, as set forth in Exhibit A, where facilities are available, on terms,
conditions and prices comparable to those offered to any other entity pursuant
to each Party's applicable Tariffs. Where no such Tariffs exist, such access
shall be provided in accordance with the requirements of 47 U.S.C. (S) 224,
including any FCC regulations that may be issued. In addition, the Parties agree
to review any existing rights-of-way arrangements between them in order to bring
such arrangements into conformance with the requirements of 47 U.S.C. (S) 224
within ninety (90) days of the date hereof. In conducting such review and
making the necessary conforming changes, if any, the Parties agree to consider
the appropriateness of applying such changes on a retroactive basis to the date
hereof. If the Parties are unable to agree on the necessary changes to the
existing arrangements or the appropriateness of applying them on a retroactive
basis, the Parties may invoke the procedures set forth in subsection 29.9 below.
17.0 DATABASES AND SIGNALING.
17.1 Each Party shall provide the other Party with access to databases and
associated signaling necessary for call routing and completion by providing SS7
Common Channel Signaling (CCS) Interconnection in accordance with existing
Tariffs, and Interconnection and access to 800/888 databases, LIDB, and any
other necessary databases in accordance with existing Tariffs and/or agreements
with other unaffiliated carriers, as set forth in the Exhibit A. Alternatively,
either Party may secure CCS Interconnection from a commercial SS7 hub provider,
and in that case the other Party will permit the purchasing Party to access the
same databases as would have been accessible if the purchasing party had
connected directly to the other Party's CCS network.
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17.2 The Parties will provide CCS Signaling to one another, where and as
available, in conjunction with all Local Traffic, Toll Traffic, Meet Point
Billing Traffic, and Transit Traffic. The Parties will cooperate on the
exchange of TCAP messages to facilitate interoperability of CCS-based features
between their respective networks, including all CLASS features and functions,
to the extent each Party offers such features and functions to its Customers.
All CCS Signaling parameters will be provided upon request (where available),
including called party number, calling party number, originating line
information, calling party category, and charge number. All privacy indicators
will be honored. The Parties will follow all Ordering and Billing Forum-adopted
standards pertaining to CIC/OZZ codes. Where CCS Signaling is not available, in-
band multi-frequency (MF) wink start signaling will be provided. Any such MF
arrangement will require a separate local trunk circuit between the Parties'
respective switches. In such an arrangement, each Party will outpulse the full
ten-digit telephone number of the called party to the other Party.
17.3 Each Party shall provide trunk groups, where available and upon
reasonable request, that are configured utilizing the B8ZS ESF protocol for 64
kbps clear channel transmission to allow for ISDN interoperability between the
Parties' respective networks.
17.4 The following publications describe the practices, procedures and
specifications generally utilized by BA for signaling purposes and is listed
herein to assist the Parties in meeting their respective Interconnection
responsibilities related to Signaling:
(a) Bellcore Special Report SR-TSV-002275, BOC Notes on the LEC
Networks - Signaling; and
(b) Bell Atlantic Supplement Common Channel Signaling Network
Interface Specification (BA-905).
17.5 Each Party shall charge the other Party mutual and reciprocal rates
for CCS Signaling as follows: BA shall charge Focal in accordance with Exhibit A
hereto and applicable Tariffs; Focal shall charge BA rates equal to the rates BA
charges Focal, unless Focal's Tariffs for CCS signaling provide for lower
generally available rates, in which case Focal shall charge BA such lower rates.
18. COORDINATED SERVICE ARRANGEMENTS.
18.1 INTERCEPT AND REFERRAL ANNOUNCEMENTS. When a Customer changes its
service provider from BA to Focal, or from Focal to BA, and does not retain its
original telephone number, the Party formerly providing service to such Customer
shall provide a referral announcement ("Referral Announcement") on the abandoned
telephone number which provides details on the Customer's new number or provide
other appropriate information to the extent known. Referral Announcements shall
be provided reciprocally, free of charge to either the other Party or the
Customer to the extent the providing Party does not charge its own customers for
such service, for a period of not less than four (4) months after the date the
Customer
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changes its telephone number in the case of business Customers and not less than
sixty (60) days after the date the Customer changes its telephone number in the
case of residential Customers. However, if either Party provides Referral
Announcements for different periods than the above respective periods when its
Customers change their telephone numbers, such Party shall provide the same
level of service to Customers of the other Party.
18.2 COORDINATED REPAIR CALLS. Focal and BA will employ the following
procedures for handling misdirected repair calls:
18.2.1 Focal and BA will educate their respective Customers as to
the correct telephone numbers to call in order to access their respective repair
bureaus.
18.2.2 To the extent Party A is identifiable as the correct provider
of service to Customers that make misdirected repair calls to Party B, Party B
will immediately refer the Customers to the telephone number provided by Party
A, or to an information source that can provide the telephone number of Party A,
in a courteous manner and at no charge. In responding to misdirected repair
calls, neither Party shall make disparaging remarks about the other Party, its
services, rates, or service quality.
18.2.3 Focal and BA will provide their respective repair contact
numbers to one another on a reciprocal basis.
18.3 CUSTOMER AUTHORIZATION. In order for either Party to order or
terminate service on behalf of the other Party's Customer, the requesting Party
must have proper written authorization from the customer in its files, and
provide a copy of such authorization to the other Party upon request. In the
event the requesting Party (i) fails to provide a copy of the Customer's proper
written authorization upon request, (ii) requests changes in the other Party's
Customer's service without having such authorization in its files, or (iii)
mistakenly changes the other Party's Customer's service, the requesting Party
shall be liable to the other Party for all charges that would be applicable to
the Customer for restoring service to the other Party.
19.0 DIRECTORY SERVICES ARRANGEMENTS
BA will, upon request, provide the following directory services to Focal in
accordance with the terms set forth herein. In this Section 19, references to a
Focal Customer's "primary listing" shall mean such Customer's name, address, and
main telephone number, which number falls within the NXX codes directly assigned
to Focal or is retained by Focal on the Customer's behalf pursuant to LTNP
arrangements with BA or any other carrier within the geographic area covered in
the relevant BA directory.
19.1 DIRECTORY LISTINGS AND DIRECTORY DISTRIBUTIONS
19.1.1 BA will include the Focal Customer's primary listing in its
"White Pages" directory (residence and business listings) and "Yellow Pages"
directory (business listings) that
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cover the address of the Customer. Listings of Focal's Customers will be
interfiled with listings of BA's Customers and the Customers of other LECs
included in the BA directories. Focal will pay BA a non-recurring charge as set
forth in Exhibit A for providing such service for each Focal Customer's primary
listing. Focal will also pay BA's Tariffed charges, as the case may be, for
additional and foreign white page listings and other white pages services for
Focal's Customers. BA will not require a minimum number of listings per order.
19.1.2 BA will also include the Focal Customer's primary listing in
BA's directory assistance database on the same basis that BA's own Customers are
included, as well as in any electronic directories in which BA's Customers are
ordinarily included, for no charge other than the charges identified in
subsection 19.1.1.
19.1.3 BA will distribute to Focal Customers copies of their primary
white pages and yellow pages directories at the same time and on the same basis
that BA distributes primary directories to its own Customers. BA will also
deliver a reasonable number of such directories to Focal. These distributions
will be made for no additional charge. Focal and its Customers may request
additional directories from BA's Directory Fulfillment Centers, which Centers
will provide such additional directories for the same charges applicable to
comparable requests by BA Customers.
19.1.4 BA will include all Focal NXX codes associated with the areas
to which each directory pertains, along with BA's own NXX codes in any maps or
lists of such codes which are contained in the general reference portions of the
directories. Focal's NXX codes shall appear in such maps or lists in the same
manner as BA's NXX information.
19.1.5 Focal shall provide BA with daily listing information on all
new Focal Customers in the format required by BA or a mutually-agreed upon
industry standard format. The information shall include the Customer's name,
address, telephone number, the delivery address and number of directories to be
delivered, and, in the case of a business listing, the primary business heading
under which the business Customer desires to be placed, and any other
information necessary for the publication and delivery of directories. Focal
will also provide BA with daily listing information showing Customers that have
disconnected or terminated their service with Focal. BA will provide Focal with
confirmation of listing order activity within forty eight (48) hours.
19.1.6 BA will accord Focal's directory listing information the same
level of confidentiality which BA accords its own directory listing information,
and BA shall ensure that access to Focal's directory listing information will be
used solely for the purpose of providing directory services; provided, however,
that BA may use or license information contained in its directory listings for
direct marketing purposes so long as the Focal Customers are not separately
identified as such; and provided further that Focal may identify those of its
Customers that request that their names not be sold for direct marketing
purposes, and BA will honor such requests to the same extent as it does for its
own Customers.
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19.1.7 BA or BA's publisher shall provide Focal with a report of all
Focal Customer listings ninety (90) days prior to directory publication in such
form and format as may be mutually agreed to by both Parties. Both Parties shall
use their best efforts to ensure the accurate listing of such information. BA
will also provide Focal, upon request, a copy of the BA listings standards and
specifications manual. In addition, BA will provide Focal with a listing of
Yellow Pages headings and directory close schedules on an ongoing basis.
19.1.8 Focal will adhere to all practices, standards, and ethical
requirements of BA with regard to listings, and, by providing BA with listing
information, warrants to BA that Focal has the right to place such listings on
behalf of its Customers. Focal agrees that it will undertake commercially
practicable and reasonable steps to attempt to ensure that any business or
person to be listed is authorized and has the right (i) to provide the product
or service offered, and (ii) to use any personal or corporate name, trade name
or language used in the listing.
19.1.9 BA's liability to Focal in the event of a BA error in or
omission of a listing shall be subject to the same limitations that BA's
liability to its own Customers are subject to. In addition, Focal agrees to
take, with respect to its own Customers, all reasonable steps to ensure that its
and BA's liability to Focal's Customers in the event of a BA error in or
omission of a listing shall be subject to the same limitations that BA's
liability to its own Customers are subject to.
19.2 YELLOW PAGE MAINTENANCE. The Parties agree to work cooperatively to
ensure that Yellow Page advertisements purchased by Customers that switch their
service to Focal (including Customers utilizing Focal-assigned telephone numbers
and Focal Customers utilizing LTNP) are maintained without interruption. BA
will allow Focal Customers to purchase new Yellow Pages advertisements without
discrimination, under the identical rates, terms and conditions as apply to BA's
Customers. BA and Focal may implement a commission program whereby Focal may,
at Focal's sole discretion, act as a sales, billing and collection agent for
Yellow Pages advertisements purchased by Focal's Telephone Exchange Service
Customers.
19.3 SERVICE INFORMATION PAGES. BA will include in the "Customer Guide" or
comparable section of the applicable white pages directories listings provided
by Focal for Focal's installation, repair and customer service and other
essential service oriented information, as agreed by the Parties, including
appropriate identifying logo. Such listings shall appear in the manner agreed
to by the Parties. BA shall not charge Focal for inclusion of this essential
service-oriented information, but reserves the right to impose charges on other
information Focal may elect to submit and BA may elect to accept for inclusion
in BA's white pages directories. BA will provide Focal with the annual
directory close dates and reasonable notice of any changes in said dates.
19.4 DIRECTORY ASSISTANCE (DA); CALL COMPLETION
19.4.1 Upon request, BA will provide Focal with directory assistance
and/or call completion services substantially in accordance with the terms set
forth in the form Directory Assistance and Call Completion Services Agreement
appended hereto as Exhibit C.
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19.4.2 Also upon request, BA will provide to Focal operator services
trunk groups, utilizing Feature Group D type signaling, with ANI, minus OZZ,
when interconnecting to the BA operator services network.
20.0 COORDINATION WITH TARIFF TERMS
20.1 The Parties acknowledge that some of the services, facilities, and
arrangements described herein are or will be available under and subject to the
terms of the federal or state tariffs of the other Party applicable to such
services, facilities, and arrangements. To the extent a Tariff of the providing
Party applies to any service, facility, and arrangement described herein, the
Parties agree as follows:
20.1.1 Those rates and charges set forth in Exhibit A for the
services, facilities, and arrangements described herein that are designated with
an asterisk shall remain fixed for the initial term of the Agreement,
notwithstanding that such rates may be different from those contained in an
effective, pending, or future Tariff of the providing Party (including any
changes to such Tariff subsequent to the Effective Date). Those rates and
charges for services, facilities, and arrangements that are not designated with
an asterisk, and reference or are identical to a rate contained in an existing
Tariff of the providing Party, shall conform with those contained in the then-
prevailing Tariff and vary in accordance with any changes that may be made to
the Tariff rates and charges subsequent to the Effective Date. Even the
asterisked fixed rates and charges shall be changed to reflect any changes in
the Tariff rates and charges they reference, however, if the Parties agree to
adopt the changed Tariff rates and charges.
20.2 Except with respect to the rates and charges described in subsection
20.1 above, all other terms contained in an applicable Tariff of the providing
Party shall apply in connection with its provision of the particular service,
facility, and arrangement hereunder.
21.0 INSURANCE
21.1 Focal shall maintain, during the term of this Agreement, all insurance
and/or bonds required by law and necessary to satisfy its obligations under this
Agreement including, without limitation, its obligations set forth in Section 25
hereof At a minimum and without limiting the foregoing covenant, Focal shall
maintain the following insurance:
(a) Commercial General Liability Insurance, on an occurrence basis,
including but not limited to, premises-operations, broad form property
damage, products/completed operations, contractual liability, independent
contractors, and personal injury, with limits of at least $1,000,000
combined single limit for each occurrence.
(b) Automobile Liability, Comprehensive Form, with limits of at
least $500,000 combined single limit for each occurrence.
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(c) Excess Liability, in the umbrella form, with limits of at least
$15,000,000 combined single limit for each occurrence.
(d) Worker's Compensation Insurance as required by law and
Employer's Liability Insurance with limits of not less than $ 1,000,000 per
occurrence.
21.2 Focal shall name BA as an additional insured on the foregoing
insurance. Focal agrees that Focal's insurer(s) and anyone claiming by,
through, under or on behalf of Focal, shall have no claim, right of action, or
right of subrogation, against BA, BA's affiliated companies, or the directors,
officers or employees of BA or BA's affiliated companies, based on any loss or
liability insurable under the foregoing insurance.
21.3 Focal shall, within two (2) weeks of the date hereof and on a
quarterly basis thereafter, furnish certificates or other adequate proof of the
foregoing insurance. The certificates or other proof of the foregoing insurance
shall be sent to: Bell Atlantic, Insurance Administration Group, 1320 N. Court
House Road, 4th Floor, Arlington, Virginia, 22201. In addition, Focal shall
require its agents, representatives, or contractors, if any, that may enter upon
the premises of BA or BA's affiliated companies to maintain similar and
appropriate insurance and, if requested, to furnish BA certificates or other
adequate proof of such insurance. Certificates furnished by Focal or Focal's
agents, representatives, or contractors shall contain a clause stating: "Bell
Atlantic-Pennsylvania, Inc. shall be notified in writing at least thirty (30)
days prior to cancellation of, or any material change in, the insurance."
22.0 TERM AND TERMINATION.
22.1 This Agreement shall be effective as of the date first above written
and continue in effect until July 1, 1999, and thereafter the Agreement shall
continue in force and effect unless and until terminated as provided herein.
Upon the expiration of the initial term, either Party may terminate this
Agreement by providing written notice of termination to the other Party, such
written notice to be provided at least ninety (90) days in advance of the date
of termination. In the event of such termination, those service arrangements
made available under this Agreement and existing at the time of termination
shall continue without interruption under (a) a new agreement executed by the
Parties, (b) standard Interconnection terms and conditions approved and made
generally effective by the Commission, (c) Tariff terms and conditions generally
available to CLEC, or (d) if none of the above is available, under the terms of
this Agreement on a month-to-month basis until such time as (a), (b), or (c)
becomes available.
22.2 For service arrangements made available under this Agreement and
existing at the time of termination, if the standard Interconnection terms and
conditions or Tariff terms and conditions result in the non-terminating. Party
physically rearranging facilities or incurring programming expense, the non-
terminating Party shall be entitled to recover such rearrangement or programming
costs, from the terminating Party. By mutual agreement, the Parties may jointly
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petition the appropriate regulatory bodies for permission to have this Agreement
supersede any future standardized agreements or rules as such regulators might
adopt or approve.
22.3 If either Party defaults in the payment of any amount due hereunder,
or if either Party violates any other provision of this Agreement, and such
default or violation shall continue for sixty (60) days after written notice
thereof, the other Party may terminate this Agreement and services hereunder by
written notice; provided the other Party has provided the defaulting Party and
the appropriate federal and/or state regulatory bodies with written notice at
least twenty five (25) days' prior to terminating service. Notice shall be
posted by certified mail, return receipt requested. If the defaulting Party
cures the default or violation within the twenty five (25) day period, the other
Party will not terminate service or this Agreement but shall be entitled to
recover all costs, if any, incurred by it in connection with the default or
violation, including, without limitation, costs incurred to prepare for the
termination of service.
23.0 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.
EXCEPT AS EXPRESSLY PROVIDED UNDER THIS AGREEMENT, NEITHER PARTY MAKES ANY
WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, FUNCTIONS AND
PRODUCTS IT PROVIDES UNDER OR CONTEMPLATED BY THIS AGREEMENT AND THE PARTIES
DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A
PARTICULAR PURPOSE.
24.0 CANCELLATION CHARGES.
Except as provided in this Agreement or as otherwise provided in any
applicable Tariff, no cancellation charges shall apply.
25.0 INDEMNIFICATION.
25.1 Each Party agrees to release, indemnify, defend and hold harmless the
other Party from and against all losses, claims, demands, damages, expenses,
suits or other actions, or any liability whatsoever, including, but not limited
to, costs and attorneys' fees (collectively, a "Loss"), (a) whether suffered,
made, instituted, or asserted by any other party or person, (i) relating to
personal injury to or death of any person, or for loss, damage to, or
destruction of real and/or personal property, whether or not owned by others,
incurred during the term of this Agreement and to the extent proximately caused
by the acts or omissions of the indemnifying Party, regardless of the form of
action, or (ii) arising out of BA's listing of the directory listing information
provided by Focal pursuant to subsection 19.1, or (b) suffered, made,
instituted, or asserted by its own customer(s) against the other Party arising
out the other Party's provision of services to the indemnifying Party under this
Agreement. Notwithstanding the foregoing indemnification, nothing in this such
Section 25 shall affect or limit any claims, remedies, or other actions the
indemnifying Party may have against the indemnified Party under this Agreement,
any other contract, or any applicable Tariff(s), regulations or laws for the
indemnified Party's provision of said services.
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25.2 The indemnification provided herein shall be conditioned upon:
(a) The indemnified Party shall promptly notify the indemnifying
Party of any action taken against the indemnified Party relating to the
indemnification.
(b) The indemnifying Party shall have sole authority to defend any
such action, including the selection of legal counsel, and the indemnified
Party may engage separate legal counsel only at its sole cost and expense.
(c) In no event shall the indemnifying Party settle or consent to
any judgment pertaining to any such action without the prior written
consent of the indemnified Party, which consent shall not be unreasonably
withheld.
(d) The indemnified Party shall, in all cases, assert any and all
provisions in its Tariffs that limit liability to third parties as a bar to
any recovery by the third party claimant in excess of such limitation of
liability.
(e) The indemnified Party shall offer the indemnifying Party all
reasonable cooperation and assistance in the defense of any such action.
25.3 In addition to its indemnity obligations under subsection 25.1, each
Party shall provide, in its tariffs and contracts with its Customers that relate
to any Telecommunications Service or Network Element provided or contemplated
under this Agreement, that in no case shall such Party or any of its agents,
contractors or others retained by such parties be liable to any Customer or
third party for (i) any Loss relating to or arising out of this Agreement,
whether in contract or tort, that exceeds the amount such Party would have
charged the applicable Customer for the service(s) or function(s) that gave rise
to such Loss, and (ii) any Consequential Damages (as defined in subsection 26.2
below).
26.0 LIMITATION OF LIABILITY.
26.1 Except as may be provided pursuant to Section 27 below, the liability
of either Party to the other Party for damages arising out of failure to comply
with a direction to install, restore or terminate facilities; or out of
failures, mistakes, omissions, interruptions, delays, errors, or defects
occurring in the course of furnishing any services, arrangements, or facilities
hereunder shall be determined in accordance with the terms of the applicable
tariff(s) of the providing Party. In the event no tariff(s) apply, the
providing Party's liability shall not exceed an amount equal to the pro rata
monthly charge for the period in which such failures, mistakes, omissions,
interruptions, delays, errors or defects occur. Recovery of said amount shall
be the injured Party's sole and exclusive remedy against the providing Party for
such failures, mistakes, omissions, interruptions, delays, errors or defects.
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26.2 Neither Party shall be liable to the other in connection with the
provision or use of services offered under this Agreement for indirect,
incidental, consequential, reliance or special damages, including (without
limitation) damages for lost profits (collectively, "Consequential Damages"),
regardless of the form of action, whether in contract, warranty, strict
liability, or tort, including, without limitation, negligence of any kind, even
if the other Party has been advised of the possibility of such damages;
provided, that the foregoing shall not limit a Party's obligation under Section
25.
26.3 The Parties agree that neither Party shall be liable to the customers
of the other Party in connection with its provision of services to the other
Party under this Agreement. Nothing in this Agreement shall be deemed to create
a third party beneficiary relationship between the Party providing the service
and the customers of the Party purchasing the service. In the event of a
dispute involving both Parties with a customer of one Party, both Parties shall
assert the applicability of any limitations on liability to customers that may
be contained in either Party's applicable Tariff(s).
27.0 PERFORMANCE STANDARDS FOR SPECIFIED ACTIVITIES.
27.1 CERTAIN DEFINITIONS. When used in this Section 27, the following
terms shall have the meanings indicated:
27.1.1 "Specified Performance Breach" means the failure by BA to
meet the Performance Criteria for any one of the three Specified Activities for
a period of three (3) consecutive calendar months.
27.1.2 "Specified Activity" means any of the following activities:
(a) the installation by BA of Unbundled Local Loop Elements for
Focal ("ULL Installation");
(b) BA's provision of INP to Focal or
(c) repair of out of service problems for Focal ("Out of Service
Repairs").
27.1.3 "Performance Criteria" means, with respect to any calendar
month during the term of this Agreement, the performance by BA during such month
of each Specified Activity (except Out-of-Service Repairs) shown in Schedule
27.0, within the time interval shown, in at least eighty percent (80%) of the
covered instances. BA shall perform the Out-of-Service Repairs within the
specified time interval in at least seventy percent (70%) of the covered
instances. Within one week of each Anniversary of the Effective Date, the
Parties shall jointly review BA's actual network-wide monthly performance
percentages for Out-of-Service Repairs for the preceding year and agree upon any
improvements in the seventy percent (70%) standard based on the actual
percentages for any three consecutive month and/or the full preceding year, up
to and including an eighty percent (80%) standard, as the Out-of-Service Repairs
percentage standard applicable to the following year.
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27.2 PERFORMANCE STANDARDS. BA shall exercise best efforts to meet the
Performance Criteria for the three Specified Activities. In the event BA fails
to meet the Performance Criteria at any time during the term of this Agreement,
Focal shall be entitled to pursue all remedies set forth in the applicable BA
Tariffs, except as may be agreed to by the Parties. In addition, if BA commits
a Specified Performance Breach during the term of this Agreement, the Parties
agree to meet immediately to determine whether any liquidated damages provisions
are appropriate as an amendment hereof in light of such Breach and, if so, the
terms therein; provided, however, that if BA commits a Specified Performance
Breach during initial nine (9) months of this Agreement, the Parties agree to
meet at the end of the nine-month period. If the Parties are unable to agree as
to the appropriateness of the liquidated damages provisions and/or the terms
therein within ninety (90) days after the date of the first meeting pursuant to
this subsection, or if no such meeting has occurred within ninety (90) days of
the end of the nine-month period for reasons other than the mutual agreement of
the Parties, the Parties agree to submit to arbitration such disagreement and
request that the arbitrators base their decision on comparable ILEC-CLEC
interconnection agreements. Unless otherwise agreed to by the Parties, the
arbitration shall be conducted by a panel of three (3) arbitrators, one to be
appointed by each Party pursuant to CPR's Non-Administered Arbitration Rules and
subject to the United States Arbitration Act (9 U.S.C. (S)(S) 1-16), to be
conducted in Arlington, Virginia. The Parties agree that the liquidated damages
provisions, if any, finally determined by the arbitral process shall be adopted
as an amendment to this Agreement.
27.3 LIMITATIONS. In no event shall BA be deemed to have failed to meet
any of the Performance Criteria if:
27.3.1 BA's failure to meet or exceed any of the Performance
Criteria is caused, directly or indirectly, by a Delaying Event. A "Delaying
Event" means (a) a failure by Focal to perform any of its obligations set forth
in this Agreement (including, without limitation, the Implementation Schedule
and the Joint Grooming Plan), (b) any delay, act or failure to act by a
Customer, agent, representative, or subcontractor of Focal or (c) any Force
Majeure Event. If a Delaying Event prevents or delays BA from performing a
Specified Activity, then such Specified Activity shall be excluded from the
calculation of BA's compliance with the Performance Criteria, provided BA
performs the Specified Activity in the course of its normal service cycle once
the Delaying Event no longer exists; or
27.3.2 the Parties agree to a time interval with respect to a
particular order that exceeds the interval set forth in Schedule 27. In such
event, the time interval for BA's performance of the Specified Activit(ies) set
forth in the order shall be extended to such later date agreed to by the
Parties.
27.4 SERVICE QUALITY STANDARDS. Focal agrees to specific performance
standards associated with quality of service requests as specified in Schedule
27.1. Should Focal fail to meet these service quality standards, during a
period in which BA has failed to meet the Performance Criteria, BA's failure
during such time period shall be excused and not apply toward the calculation of
a Specified Performance Breach.
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27.5 RECORDS. Each Party shall maintain complete and accurate records in
the manner and format agreed to by the Parties, on a monthly basis, of BA's
performance under this Agreement of each Specified Activity and its compliance
with the Performance Criteria during the initial nine-month period. Each Party
shall provide to the other Party such records in a self-reporting format on a
monthly basis. The Parties agree that such records shall be deemed "Proprietary
Information" for purposes of subsection 29.4.
28.0 COMPLIANCE WITH LAWS; REGULATORY APPROVAL.
28.1 Each Party represents and warrants that it is now and will remain in
compliance with all laws, regulations, and orders applicable to the performance
of its obligations hereunder (collectively, "Applicable Laws"). Each Party
shall promptly notify the other Party in writing of any governmental action that
suspends, cancels, withdraws, limits, or otherwise materially affects its
ability to perform its obligations hereunder.
28.2 The Parties understand and agree that this Agreement will be filed
with the Commission and may thereafter be filed with the FCC. The Parties
covenant and agree that this Agreement is satisfactory to them as an agreement
under Section 251 of the Act. Each Party covenants and agrees to fully support
approval of this Agreement by the Commission or the FCC under Section 252 of the
Act without modification. The Parties, however, reserve the right to seek
regulatory relief and otherwise seek redress from each other regarding
performance and implementation of this Agreement.
28.3 The Parties recognize that the FCC is currently promulgating
regulations implementing the Act, including, without limitation, Sections 251,
252, and 271 thereof (the "FCC Regulations"), that may affect the terms
contained in this Agreement. In the event that any one or more of the
provisions contained herein is inconsistent with any such FCC Regulations, the
Parties agree to make only the minimum revisions necessary to eliminate the
inconsistency. Such minimum changes to conform this Agreement to the FCC
Regulations shall not be considered material, and shall not require further
Commission approval (beyond any Commission approval required under Section
252(e) of the Act).
28.4 In the event any Applicable Laws other than the FCC Regulations
requires modification of any material term(s) contained in this Agreement,
either Party may require a renegotiation of the term(s) that require direct
modification as well as of any term(s) that are reasonably affected thereby. If
neither Party requests a renegotiation or if an Applicable Laws requires
modification of any non-material term(s), then the Parties agree to make only
the minimum modifications necessary, and the remaining provisions of this
Agreement shall remain in full force and effect. For purposes of this
subsection 28.4 and without limitation of any other modifications required by
Applicable Laws, the Parties agree that any modification required by Applicable
Laws (i) to the two-tier Reciprocal Call Termination compensation structure for
the transport and termination of Local Traffic described in Exhibit A, or (ii)
that affects either Party's receipt of reciprocal compensation for the transport
and termination of Local Traffic, shall be deemed to be
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a modification of a material term that requires immediate good faith
renegotiation between the Parties. Until such renegotiation results in a new
agreement or an amendment to this Agreement between the Parties, the Parties
agree that (y) in the case of (i) above, they will pay each other appropriate
transport charges in addition to the usual call termination charge for Local
Traffic that it delivers to the other Party's Local Serving Wire Center,
provided each Party continues to offer the option of delivering Local Traffic to
another IP in the LATA at the usual call termination charge only, and (z) in the
case of (ii) above, the Party whose receipt of reciprocal compensation is
affected shall not be obligated to pay the other Party reciprocal compensation
for the other Party's transport and termination of the same kind of Local
Traffic delivered by the affected Party in excess of what the affected Party is
permitted to receive and retain.
29.0 MISCELLANEOUS.
29.1 AUTHORIZATION.
29.1.1 BA is a corporation duly organized, validly existing and in
good standing under the laws of the Commonwealth of Pennsylvania and has full
power and authority to execute and deliver this Agreement and to perform the
obligations hereunder on behalf of BA.
29.1.2 Focal is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware and has full power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder.
29.2 INDEPENDENT CONTRACTOR. Each Party shall perform services hereunder
as an independent contractor and nothing herein shall be construed as creating
any other relationship between the Parties. Each Party and each Party's
contractor shall be solely responsible for the withholding or payment of all
applicable federal, state and local income taxes, social security taxes and
other payroll taxes with respect to their employees, as well as any taxes,
contributions or other obligations imposed by applicable state unemployment or
workers' compensation acts. Each Party has sole authority and responsibility to
hire, fire and otherwise control its employees.
29.3 FORCE MAJEURE. Neither Party shall be responsible for delays or
failures in performance resulting from acts or occurrences beyond the reasonable
control of such Party, regardless of whether such delays or failures in
performance were foreseen or foreseeable as of the date of this Agreement,
including, without limitation: adverse weather conditions, fire, explosion,
power failure, acts of God, war, revolution, civil commotion, or acts of public
enemies; any law, order, regulation, ordinance or requirement of any government
or legal body; or labor unrest, including, without limitation, strikes,
slowdowns, picketing or boycotts; or delays caused by the other Party or by
other service or equipment vendors; or any other circumstances beyond the
Party's reasonable control. In such event, the affected Party shall, upon
giving prompt notice to the other Party, be excused from such performance on a
day-to-day basis to the extent of such interferences (and the other Party shall
likewise be excused from performance of its obligations on a day-for-day basis
to the extent such Party's obligations relate to the performance so interfered
with). The affected
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Party shall use its best efforts to avoid or remove the cause(s) of
nonperformance and both Parties shall proceed to perform with dispatch once the
cause(s) are removed or cease.
29.4 CONFIDENTIALITY.
29.4.1 All information, including but not limited to specification,
microfilm, photocopies, magnetic disks, magnetic tapes, drawings, sketches,
models, samples, tools, technical information, data, employee records, maps,
financial reports, and market data, (i) furnished by one Party to the other
Party dealing with customer specific, facility specific, or usage specific
information, other than customer information communicated for the purpose of
publication or directory database inclusion, or (ii) in written, graphic,
electromagnetic, or other tangible form and marked at the time of delivery as
"Confidential" or "Proprietary," or (iii) communicated orally and declared to
the receiving Party at the time of delivery, or by written notice given to the
receiving Party within ten (10) days after delivery, to be "Confidential" or
"Proprietary" (collectively referred to as "Proprietary Information"), shall
remain the property of the disclosing Party.
29.4.2 Each Party shall keep all of the other Party's Proprietary
Information confidential and shall use the other Party's Proprietary Information
only for performing the covenants contained in this Agreement. Neither Party
shall use the other Party's Proprietary Information for any other purpose except
upon such terms and conditions as may be agreed upon between the Parties in
writing.
29.4.3 Unless otherwise agreed, the obligations of confidentiality
and non-use set forth in this Agreement do not apply to such Proprietary
Information that:
(a) was, at the time of receipt, already known to the receiving
Party free of any obligation to keep it confidential as evidenced by
written records prepared prior to delivery by the disclosing Party; or
(b) is or becomes publicly known through no wrongful act of the
receiving
(c) is rightfully received from a third person having no direct or
indirect secrecy or confidentiality obligation to the disclosing Party with
respect to such information; or
(d) is independently developed by an employee, agent, or contractor
of the receiving Party that is not involved in any manner with the
provision of services pursuant to this Agreement and does not have any
direct or indirect access to the Proprietary Information; or
(e) is approved for release by written authorization of the
disclosing Party; or
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(f) is required to be made public by the receiving Party pursuant to
applicable law or regulation, provided that the receiving Party shall give
sufficient notice of the requirement to the disclosing Party to enable the
disclosing Party to seek protective orders.
29.4.4 Upon request by the disclosing Party, the receiving Party
shall return all tangible copies of Proprietary Information, whether written,
graphic or otherwise, except that the receiving Party may retain one copy for
archival purposes only.
29.4.5 Notwithstanding any other provision of this Agreement, the
provisions of this subsection 29.4 shall apply to all Proprietary Information
furnished by either Party to the other in furtherance of the purpose of this
Agreement, even if filrnished before the Effective Date.
29.5 CHOICE OF LAW. The construction, interpretation and performance of
this Agreement shall be governed by and construed in accordance with the laws of
the state in which this Agreement is to be performed, except for its conflicts
of laws provisions. In addition, insofar as and to the extent federal law may
apply, federal law will control.
29.6 TAXES
29.6.1 In General. With respect to any purchase hereunder of
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services, facilities or arrangements, if any federal, state or local tax, fee,
surcharge or other tax-like charge (a "Tax") is required or permitted by
Applicable Laws (as defined in subsection 28. 1) to be collected from the
purchasing Party by the providing Party, then (i) the providing Party shall
properly bill the purchasing Party for such Tax, (ii) the purchasing Party shall
timely remit such Tax to the providing Party and (iii) the providing Party shall
timely remit such collected Tax to the applicable taxing authority.
29.6.2 Taxes Imposed on the Providing Party. With respect to any
------------------------------------
purchase hereunder of services, facilities or arrangements, if any federal,
state or local Tax is imposed by Applicable Laws on the receipts of the
providing Party, which Law permits the providing Party to exclude certain
receipts received from sales for resale to a public utility, distributor,
telephone company, local exchange carrier, telecommunications company or other
communications company ("Telecommunications Company"), such exclusion being
based solely on the fact that the purchasing Party is also subject to a tax
based upon receipts ("Receipts Tax"), then the purchasing Party (i) shall
provide the providing Party with notice in writing in accordance with subsection
29.6.6 of this Agreement of its intent to pay the Receipts Tax and (ii) shall
timely pay the Receipts Tax to the applicable tax authority.
29.6.3 Taxes Imposed on Customers. With respect to any purchase
--------------------------
hereunder of services, facilities or arrangements that are resold to a third
party, if any federal, state or local Tax is imposed by Applicable Laws on the
subscriber, end-user, Customer or ultimate consumer ("Subscriber") in connection
with any such purchase, which a Telecommunications Company is required to impose
and/or collect from a Subscriber, then the purchasing Party (i) shall be
required
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to impose and/or collect such Tax from the Subscriber and (ii) shall timely
remit such Tax to the applicable taxing authority.
29.6.4 Liability for Uncollected Tax, Interest and Penalty. If the
---------------------------------------------------
providing Party has not received an exemption certificate and fails to collect
any Tax as required by subsection 29.6.1, then, as between the providing Party
and the purchasing Party, (i) the purchasing Party shall remain liable for such
uncollected Tax and (ii) the providing Party shall be liable for any interest
assessed thereon and any penalty assessed with respect to such uncollected Tax
by such authority. If the providing Party properly bills the purchasing Party
for any Tax but the purchasing Party fails to remit such Tax to the providing
Party as required by subsection 29.6.1, then, as between the providing Party and
the purchasing Party, the purchasing Party shall be liable for such uncollected
Tax and any interest assessed thereon, as well as any penalty assessed with
respect to such uncollected Tax by the applicable taxing authority. If the
providing Party does not collect any Tax as required by subsection 29.6.1
because the purchasing Party has provided such providing Party with an exemption
certificate that is later found to be inadequate by a taxing authority, then, as
between the providing Party and the purchasing Party, the purchasing Party shall
be liable for such uncollected Tax and any interest assessed thereon, as well as
any penalty assessed with respect to such uncollected Tax by the applicable
taxing authority. If the purchasing Party fails to pay the Receipts Tax as
required by subsection 29.6.2, then, as between the providing Party and the
purchasing Party, (x) the providing Party shall be liable for any Tax imposed on
its receipts and (y) the purchasing Party shall be liable for any interest
assessed thereon and any penalty assessed upon the providing Party with respect
to such Tax by such authority. If the purchasing Party fails to impose and/or
collect any Tax from Subscribers as required by subsection 29.6.3, then, as
between the providing Party and the purchasing Party, the purchasing Party shall
remain liable for such uncollected Tax and any interest assessed thereon, as
well as any penalty assessed with respect to such uncollected Tax by the
applicable taxing authority. With respect to any Tax that the purchasing Party
has agreed to pay, or is required to impose on and/or collect from Subscribers,
the purchasing Party agrees to indemnify and hold the providing Party harmless
on an after-tax basis for any costs incurred by the providing Party as a result
of actions taken by the applicable taxing authority to recover the Tax from the
providing Party due to the failure of the purchasing Party to timely pay, or
collect and timely remit, such Tax to such authority. In the event either Party
is audited by a taxing authority, the other Party agrees to cooperate fully with
the Party being audited in order to respond to any audit inquiries in a proper
and timely manner so that the audit and/or any resulting controversy may be
resolved expeditiously.
29.6.5 Tax Exemptions and Exemption Certificates. If Applicable Laws
-----------------------------------------
clearly exempts a purchase hereunder from a Tax, and if such Law also provides
an exemption procedure, such as an exemption-certificate requirement, then, if
the purchasing Party complies with such procedure, the providing Party shall not
collect such Tax during the effective period of such exemption. Such exemption
shall be effective upon receipt of the exemption certificate or affidavit in
accordance with the terms set forth in subsection 29.6.6. If Applicable Laws
clearly exempts a purchase hereunder from a Tax, but does not also provide an
exemption procedure, then the providing Party shall not collect such Tax if the
purchasing Party (i) furnishes the providing Party
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with a letter signed by an officer requesting such an exemption and citing the
provision in the Law which clearly allows' such exemption and (ii) supplies the
providing Party with an indemnification agreement, reasonably acceptable to the
providing Party (e.g., an agreement commonly used in the industry), which holds
the providing Party harmless on an after-tax basis with respect to its
forbearing to collect such Tax.
29.6.6 Notices for Purposes of this Subsection 29.6. All notices,
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affidavits, exemption-certificates or other communications required or permitted
to be given by either Party to the other, for purposes of this subsection 29.6,
shall be made in writing and shall be delivered in person or sent by certified
mail, return receipt requested, or registered mail, or a courier service
providing proof of service, and sent to the addressees set forth in subsection
29.10 as well as to the following:
To Bell Atlantic: Tax Administration
Bell Atlantic Network Services, Inc.
1717 Arch Street
30th Floor
Philadelphia, PA 19103
To Focal: Corporate Tax Department
Focal Communications Corporation of Pennsylvania
200 N. LaSalle Street
Suite 820
Chicago, Illinois 60601
Either Party may from time to time designate another address or other addressees
by giving notice is accordance with the terms of this subsection 29.6. Any
notice or other communication shall be deemed to be given when received.
29.7 ASSIGNMENT. Neither Party shall assign this Agreement nor any of its
rights or obligations hereunder without the prior written consent of the other
Party, which consent shall not be unreasonably withheld. Any assignment or
delegation in violation of this subsection 29.7 shall be void and ineffective
and constitute a default of this Agreement.
29.8. BILLING AND PAYMENT; DISPUTED AMOUNTS.
29.8.1 Except may otherwise be provided in this Agreement, each
Party shall submit on a monthly basis an itemized statement of charges incurred
by the other Party during the preceding month(s) for services rendered
hereunder. Payment of billed amounts under this Agreement, whether billed on a
monthly basis or as otherwise provided herein, shall be due, in immediately
available U.S. funds, within thirty (30) days of the date of such statement.
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29.8.2 Although it is the intent of both Parties to submit timely
and accurate statements of charges, failure by either Party to present
statements to the other Party in a timely manner shall not constitute a breach
or default, or a waiver of the right to payment of the incurred charges, by the
billing Party under this Agreement, and the billed Party shall not be entitled
to dispute the billing Party' statement(s) based on such Party's failure to
submit them in a timely fashion.
29.8.3 If any portion of an amount due to a Party (the "Billing
Party") under this Agreement is subject to a bona fide dispute between the
Parties, the Party billed (the "Non-Paying Party") shall within sixty (60) days
of its receipt of the invoice containing such disputed amount give notice to the
Billing Party of the amounts it disputes ("Disputed Amounts") and include in
such notice the specific details and reasons for disputing each item. The Non-
Paying Party shall pay when due (i) all undisputed amounts to the Billing Party
and (ii) all Disputed Amounts into an interest bearing escrow account with a
third party escrow agent mutually agreed upon by the Parties.
29.8.4 If the Parties are unable to resolve the issues related to
the Disputed Amounts in the normal course of business within ninety (90) days
after delivery to the Billing Party of notice of the Disputed Amounts, each of
the Parties shall appoint a designated representative that has authority to
settle the dispute and that is at a higher level of management than the persons
with direct responsibility for administration of this Agreement. The designated
representatives shall meet as often as they reasonably deem necessary in order
to discuss the dispute and negotiate in good faith in an effort to resolve such
dispute. The specific format for such discussions will be left to the discretion
of the designated representatives, however all reasonable requests for relevant
information made by one Party to the other Party shall be honored.
29.8.5 If the Parties are unable to resolve issues related to the
Disputed Amounts within forty-five (45) days after the Parties' appointment of
designated representatives pursuant to subsection 29.8.4, then either Party may
file a complaint with the Commission to resolve such issues or proceed with any
other remedy pursuant to law or equity. The Commission may direct release of
any or all funds (including any accrued interest) in the escrow account, plus
applicable late fees, to be paid to either Party.
29.8.6 The Parties agree that all negotiations pursuant to this
subsection 29.8 shall remain confidential and shall be treated as compromise and
settlement negotiations for purposes of the Federal Rules of Evidence and state
rules of evidence.
29.8.7 Any undisputed amounts not paid when due shall accrue
interest from the date such amounts were due at the lesser of (i) one and one-
half percent (1-1/2%) per month or (ii) the highest rate of interest that may be
charged under applicable law.
29.9 DISPUTE RESOLUTION. Any dispute between the Parties regarding the
interpretation or enforcement of this Agreement or any of its terms shall be
addressed by good faith negotiation between the Parties, in the first instance.
Should such negotiations fail to resolve the dispute in a
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reasonable time, either Party may initiate an appropriate action in any
regulatory or judicial forum of competent jurisdiction.
29. NOTICES. Notices given by one Party to the other Party under this
Agreement shall be in writing and shall be (a) delivered personally, (b)
delivered by express delivery service, (c) mailed, certified mail or first class
U.S. mail postage prepaid, return receipt requested, or (d) delivered by
telecopy to the following addresses of the Parties:
To Focal:
General Counsel
Focal Communications Corporation of Pennsylvania
200 N. LaSalle Street
Suite 820
Chicago, Illinois 60601
Facsimile: 312/895-8403)
To Bell Atlantic:
Vice President - Interconnection Services, Policy & Planning
Bell Atlantic Network Services, Inc.
1320 N. Courthouse Road
2nd Floor
Arlington, VA 22201
Facsimile: 703/974-2183
with a copy to:
Vice President and General Counsel
Bell Atlantic - Pennsylvania, Inc.
1717 Arch Street
32nd Floor
Philadelphia, PA 19103
Facsimile: 215/563-2658
or to such other address as either Party shall designate by proper notice.
Notices will be deemed given as of the earlier of (i) the date of actual
receipt, (ii) the next business day when notice is sent via express mail or
personal delivery, (iii) three (3) days after mailing in the case of first class
or certified U.S. mail, or (iv) on the date set forth on the confirmation in the
case of telecopy.
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29.11 SECTION 252(i) OBLIGATIONS.
29.11.1 If, at any time during the term of this Agreement, either
Party enters into an agreement to provide an integrated package of services or
arrangements substantially similar to that described herein to another CLEC (in
the case of BA), or another incumbent LEC (in the case of Focal), operating
within the same state to which this Agreement applies, on terms significantly
different than those available under this Agreement (the "Other Agreement"),
then the other Party may opt to adopt, on a prospective basis only, the rates,
terms, and conditions contained in the Other Agreement (i) in its entirety, or
(ii) that relate directly to any of the following individual services, Network
Elements, or arrangements, for its own reciprocal arrangements with the first
Party, including, without limitation, any term or volume commitments or network
architecture configurations:
(a) Unbundled Loop Elements - Section 251 (c)(3) of the Act (Section
11 of this Agreement); or
(b) Collocation - Section 251 (c)(6) of the Act (Section 13 of this
Agreement),
(c) Number Portability - Section 251(b)(2) of the Act (Section 14 of
this Agreement); or
(d) Access to Rights of Way - Section 251(b)(4) of the Act
(Section 16 of this Agreement).
(e) transiting arrangements.
29.11.2 To the extent the exercise of the foregoing options requires
a rearrangement of facilities by the providing Party, the opting Party shall be
liable for the non-recurring charges associated therewith.
29.11.3 The Party electing to exercise such option shall do so by
delivering written notice to the first Party. Upon receipt of said notice by
the first Party, the Parties shall amend this Agreement to provide the same
rates, terms and conditions to the notifying Party for the remaining term of
this Agreement; provided, however, that the Party exercising its option under
this subsection 29.11 must continue to provide the same services or arrangements
to the first Party as required by this Agreement, subject either to the rates,
terms, and conditions applicable to the first Party in its agreement with the
third party or to the rates, terms, and conditions of this Agreement, whichever
is more favorable to the first Party in its sole determination.
29.11.4 BA represents and warrants that, as of the date of this
Agreement, it has not entered into any comparable Interconnection agreement with
any other CLEC in BA's service territory that is, significantly more favorable
than the terms contained herein. BA makes no
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warranty or representation with respect to its Interconnection arrangements with
its affiliates or ITCs.
29.12 JOINT WORK PRODUCT. This Agreement is the joint work product of the
Parties and has been negotiated by the Parties and their respective counsel and
shall be fairly interpreted in accordance with its terms and, in the event of
any ambiguities, no inferences shall be drawn against either Party.
29.13 NO THIRD PARTY BENEFICIARIES; DISCLAIMER OF AGENCY. This Agreement
is for the sole benefit of the Parties and their permitted assigns, and nothing
herein express or implied shall create or be construed to create any third-party
beneficiary rights hereunder. Except for provisions herein expressly authorizing
a Party to act for another, nothing in this Agreement shall constitute a Party
as a legal representative or agent of the other Party, nor shall a Party have
the right or authority to assume, create or incur any liability or any
obligation of any kind, express or implied, against or in the name or on behalf
of the other Party unless otherwise expressly permitted by such other Party.
Except as otherwise expressly provided in this Agreement, no Party undertakes to
perform any obligation of the other Party, whether regulatory or contractual, or
to assume any responsibility for the management of the other Party's business.
29.14 NO LICENSE.
29.14.1 Nothing in this Agreement shall be construed as the grant
of a license, either express or implied, with respect to any patent, copyright,
trademark, trade name, trade secret or any other proprietary or intellectual
property now or hereafter owned, controlled or licensable by either Party.
Neither Party may use any patent, copyrightable materials, trademark, trade
name, trade secret or other intellectual property right of the other Party
except in accordance with the terms of a separate license agreement between the
Parties granting such rights.
29.14.2 Neither Party shall have any obligation to defend,
indemnify or hold harmless, or acquire any license or right for the benefit of,
or owe any other obligation or have any liability to, the other Party or its
customers based on or arising from any claim, demand, or proceeding by any third
party alleging or asserting that the use of any circuit, apparatus, or system,
or the use of any software, or the performance of any service or method, or the
provision of any facilities by either Party under this Agreement, alone or in
combination with that of the other Party, constitutes direct, vicarious or
contributory infringement or inducement to infringe, misuse or misappropriation
of any patent, copyright, trademark, trade secret, or any other proprietary or
intellectual property right of any Party or third party. Each Party, however,
shall offer to the other reasonable cooperation and assistance in the defense of
any such claim.
29.14.3 NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE
PARTIES AGREE THAT NEITHER PARTY HAS MADE, AND THAT THERE DOES NOT EXIST, ANY
WARRANTY, EXPRESS OR IMPLIED, THAT THE USE BY THE PARTIES OF THE OTHER'S
FACILITIES, ARRANGEMENTS, OR SERVICES
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PROVIDED UNDER THIS AGREEMENT SHALL NOT GIVE RISE TO A CLAIM BY ANY THIRD PARTY
OF INFRINGEMENT, MISUSE, OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHT
OF SUCH THIRD PARTY.
29.15 TECHNOLOGY UPGRADES. Nothing in this Agreement shall limit BA's
ability to upgrade its network through the incorporation of new equipment, new
software or otherwise. BA shall provide Focal written notice at least ninety
(90) days prior to the incorporation of any such upgrades in BA's network that
will materially affect Focal's service. Focal shall be solely responsible for
the cost and effort of accommodating such changes in its own network.
29.16 SURVIVAL. The Parties' obligations under this Agreement which by
their nature are intended to continue beyond the termination or expiration of
this Agreement shall survive the termination or expiration of this Agreement.
29.17 ENTIRE AGREEMENT. The terms contained in this Agreement and any
Schedules, Exhibits, tariffs and other documents or instruments referred to
herein, which are incorporated into this Agreement by this reference, constitute
the entire agreement between the Parties with respect to the subject matter
hereof, superseding all prior understandings, proposals and other
communications, oral or written. Neither Party shall be bound by any preprinted
terms additional to or different from those in this Agreement that may appear
subsequently in the other Party's form documents, purchase orders, quotations,
acknowledgments, invoices or other communications.
29.18 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument.
29.19 MODIFICATION, AMENDMENT, SUPPLEMENT, OR WAIVER. No modification,
amendment, supplement to, or waiver of the Agreement or any of its provisions
shall be effective and binding upon the Parties unless it is made in writing and
duly signed by the Parties. A failure or delay of either Party to enforce any of
the provisions hereof, to exercise any option which is herein provided, or to
require performance of any of the provisions hereof shall in no way be construed
to be a waiver of such provisions or options.
29.20 SUCCESSORS AND ASSIGNS. This Agreement shall be binding on and inure
benefit of the Parties and their respective legal successors and permitted
assigns.
29.21 PUBLICITY. Neither Party shall use the name of the other Party in
connection with this Agreement in a press release or statement without the prior
consent of the other Party, which consent shall not be unreasonably withheld.
-64-
<PAGE>
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed as of this 27th day of April, 1998.
FOCAL COMMUNICATIONS BELL ATLANTIC-
CORPORATION OF PENNSYLVANIA PENNSYLVANIA, INC.
By: /s/ John Barnicle By: /s/ J. J. Goldberg
-------------------------- ---------------------------
Printed: John Barnicle Printed: J. J. Goldberg
---------------------- ----------------------
Title: E.V.P. - C.O.O. Title: President - Telecom
------------------------ Industry Services
----------------------
-65-
<PAGE>
SCHEDULE 1.0
CERTAIN TERMS AS DEFINED IN THE ACT, AS OF APRIL 27, 1998
"Dialing Parity" means that a person that is not an affiliate of a local
exchange carrier is able to provide Telecommunications Services in such a manner
that Customers have the ability to route automatically, without the use of any
access code, their Telecommunications to the Telecommunications Services
provider of the customer's designation from among two (2) or more
Telecommunications Services providers (including such LEC).
"Exchange Access" means the offering of access to Telephone Exchange
Services or facilities for the purpose of the origination or termination of
Telephone Toll Services.
"InterLATA" means Telecommunications between a point located in a local
access and transport area and a point located outside such area.
"Local Access and Transport Area" or "LATA" means a contiguous geographic
area: (a) established before the date of enactment of the Act by a Bell
operating company such that no Exchange Area includes points within more than
one (1) metropolitan statistical area, consolidated metropolitan statistical
area, or State, except as expressly permitted under the AT&T Consent Decree; or
(b) established or modified by a Bell operating company after such date of
enactment and approved by the FCC.
"Local Exchange Carrier" means any person that is engaged in the provision
of Telephone Exchange Service or Exchange Access. Such term does not include a
person insofar as such person is engaged in the provision of a commercial mobile
service under Section 332(c) of the Act, except to the extent that the FCC finds
that such service should be included in the definition of such term.
"Network Element" means a facility or equipment used in the provision of a
Telecommunications Service. Such term also includes features, functions, and
capabilities that are provided by means of such facility or equipment, including
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.
"Number Portability" means the ability of end users of telecommunications
services to retain, at the same location, existing telecommunications numbers
without impairment of quality, reliability, or convenience when switching from
one telecommunications carrier to another.
"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 Carrier" means any provider of Telecommunications
Services, except that such term does not include aggregators of
Telecommunications Services (as defined in Section 226 of the Communications
Act).
<PAGE>
"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.
"Telephone Exchange Service" means (a) service within a telephone exchange
or within a connected system of telephone exchanges within the same exchange
area operated to furnish subscribers intercommunicating service of the character
ordinarily furnished by a single exchange, and which is covered by the exchange
service charge, or (b) comparable service provided through a system of switches,
transmission equipment, or other facilities (or combination thereof) by which a
subscriber can originate and terminate a telecommunications service.
"Telephone Toll Service" means telephone service between stations in
different exchange areas for which there is made a separate charge not included
in contracts with subscribers for exchange service.
-2-
<PAGE>
SCHEDULE 3.0
NETWORK IMPLEMENTATION SCHEDULE FOR PENNSYLVANIA
In accordance with the provisions of Section 3 of the Agreement, the
Parties shall make their best efforts to meet the following Milestones no later
than the listed Dates.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
LATA IN PENNSYLVANIA MILESTONE DATE
- ---------------------------------------------------------------------------
<S> <C> <C>
LATA TBD LATA Start Date TBD
-------------------------------------------------
SS7 Certification, Collocation, and TBD
NXX(s) Applied For
- ---------------------------------------------------------------------------
Parties Agree on Initial Network Design TBD
- ---------------------------------------------------------------------------
Valid Access Service Request(s) ("ASRs") TBD
and Routing Information Received by BA
- ---------------------------------------------------------------------------
Collocation Arrangements Complete for TBD
Trunk Interconnection/1/
- ---------------------------------------------------------------------------
All Trunks Tested and Turned UP; SS7 TBD
Certification Achieved;/2/
- ---------------------------------------------------------------------------
Call-through Testing Completed; TBD
"Interconnection Activation Date"
- ---------------------------------------------------------------------------
</TABLE>
Failure of a Party or the Parties to meet an earlier Milestone Date shall
not relieve either Party of the responsibility to make its best efforts to meet
subsequent Milestone Date(s) in the LATA, unless, and only to the extent that,
the subsequent Milestone Date(s) depend on the timely completion of such earlier
Milestone Date.
For purposes of Section 3, (i) business Telephone Exchange Service shall be
considered "fully operational" in a LATA in the Commonwealth of Pennsylvania
when Focal has an effective Tariff for business Telephone Exchange Service in
the Commonwealth of Pennsylvania and has a significant number of Telephone
Exchange Service Customer lines in service for business Telephone Exchange
Service Customers in that LATA in the Commonwealth of Pennsylvania that are not
affiliates or employees of either BA or Focal, and (ii) residential Telephone
Exchange Service shall be considered "fully operational" in a LATA in the
Commonwealth of Pennsylvania when Focal has an effective Tariff for residential
Telephone Exchange Service in the Commonwealth of Pennsylvania and has a
significant number of Telephone Exchange Service Customer lines in service for
residential Telephone Exchange Service Customers in that LATA in the
Commonwealth of Pennsylvania that are not affiliates or employees of either BA
or Focal.
- --------------------
/1/ Intervals for IDLC collocation arrangements for VG ULL capacity are 60 days
for Virtual Collocation and 120 days for Physical Collocation from the date the
arrangement is applied for.
/2/ SS7 certification scheduling depends on actual schedule availability at
time of request.
<PAGE>
SCHEDULE 4
INTERCONNECTION POINTS IN LATA
LATA TBD
--------
M-IP: TBD
BA-IP: TBD
<PAGE>
SCHEDULE 4.2 - PHYSICAL ARCHITECTURE
[ILLUSTRATIVE]
[GRAPHIC APPEARS HERE]
<PAGE>
SCHEDULE 4.3 - INITIAL ARCHITECTURE
[ILLUSTRATIVE]
[GRAPHIC APPEARS HERE]
<PAGE>
SCHEDULE 4.5
INTERCONNECTION POINTS FOR DIFFERENT TYPES OF TRAFFIC
Each Party shall provide the other Party with Interconnection to its
network at the following points for transmission, routing and termination. Each
Party shall make available at its Interconnection Points facilities to route the
traffic it receives to the-appropriate final destination. Interconnection at a
BA-IP that is a Local Serving Wire Center provides access to all of the
Interconnection Points identified below (except for paragraphs 8 through 11),
via facilities appropriate for the traffic types and destinations identified
below. Compensation for such facilities will be as set forth in Exhibit A or as
provided elsewhere herein.
1. For the termination of Local Traffic or Toll Traffic originated by one
Party's Customer and terminated to the other Party's Customer, at the points set
forth in subsections 4.2 and/or 4.3 of the main body of the Agreement.
2. For the termination of Meet Point Billing Traffic from an IXC to:
(a) Focal, at the M-IP in LATA in which the Traffic is to terminate.
(b) BA, at the BA-IP in LATA in which the Traffic is to terminate.
3. For the termination of Transit Traffic from an ITC, wireless carrier,
or other CLEC to:
(a) Focal, at the M-IP in which the Traffic is to terminate.
(b) BA, at the BA-IP in LATA in which the Traffic is to terminate.
4. For 911/E911 traffic originated on Focal's network, at the PSAP in
areas where only Basic 911 service is available, or at the BA 911 Tandem Office
serving the area in which the Focal Customer is located, in accordance with
applicable state laws and regulations and PSAP requirements.
5. For Directory Assistance (411 or NPA-5 55-1212) traffic, at the
applicable BA Local Serving Wire Center or the BA operator services Tandem
Office subtended by such Local Serving Wire Center.
6. For Operator Services (call completion) traffic, at the applicable BA
Local Serving Wire Center or the BA operator services Tandem Office subtended by
such Local Serving Wire Center.
7. For LSV/VCI traffic, at the terminating Party's Local Serving Wire
Center or operator services Tandem Office subtended by such Local Serving Wire
Center.
<PAGE>
8. For SS7 signaling originated by:
(a) Focal, at mutually agreed-upon Signaling Point of
Interconnection(s) ("SPOI") in the LATA in which the Local or Toll Traffic
originates, over CCSAC links provisioned in accordance with Bellcore GR-905 and
Bell Atlantic Supplement Common Channel Signaling Network Interface
Specification (BA905).
(b) BA, at mutually agreed-upon SPOIs in the LATA in which the Local
or Toll Traffic originates, over a CCSAC links provisioned in accordance with
Bellcore GR-905 and BA-905.
Alternatively, either Party may elect to interconnect for SS7 signaling through
a commercial SS7 hub provider.
9. For 800/888 database inquiry traffic, at any BA Signaling Transfer
Point in the LATA in which the originating Focal Wire Center is located, over a
CCSAC link. Alternatively, Focal may elect to interconnect through a commercial
SS7 hub provider.
10. For Line Information Database ("LIDB") inquiry traffic, at any BA
Signaling Transfer Point in the LATA in which the LIDB is located, over a CCSAC
link. Alternatively, Focal may elect to interconnect through a commercial SS7
hub provider.
11. For any other type of traffic, at reasonable points to be agreed upon
by the Parties, based on the network architecture of the terminating Party's
network.
<PAGE>
SCHEDULE 6.3
RATE ELEMENTS UNDER MEET POINT BILLING
INTERSTATE ACCESS - TERMINATING TO OR ORIGINATING FROM FOCAL CUSTOMERS
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
RATE ELEMENT BILLING COMPANY
- ------------ ---------------
<S> <C>
Carrier Common Line Focal
Local Switching Focal
Interconnection Charge Focal
Local Transport Facility/
Tandem Switched Transport Per Mile Based on negotiated billing percentage
(BIP)
Local Transport Termination/
Tandem Switched Transport Fixed BA
Entrance Facility BA
800 Database Query Party that performs query
<CAPTION>
INTRASTATE ACCESS - TERMINATING TO OR ORIGINATING FROM FOCAL CUSTOMERS/1/
- ----------------------------------------------------------------------
RATE ELEMENT BILLING COMPANY
- ------------ ---------------
<S> <C>
Carrier Common Line Focal
Local Switching Focal
Interconnection Charge Focal
Local Transport Facility/
Tandem Switched Transport Per Mile Based on negotiated billing percentage
(BIP)
Local Transport Termination/
Tandem Switched Transport Fixed BA
Entrance Facility BA
800 Database Query Party that performs query
</TABLE>
- ----------------
/1/ Pending approval of the BA intrastate local transport restructure tariff,
intrastate access services subject to the pending tariff will be charged
pursuant to effective tariffs, as agreed by the Parties, subject to true-up at
either Party's request.
<PAGE>
SCHEDULE 12.3
SUPPORT SERVICES FOR RESALE
---------------------------
1. BA OSS SERVICES
---------------
1.1 Definitions
-----------
As used in this Schedule 12.3, the following terms shall have the meanings
stated below:
1.1.1 "BA Operations Support Systems" means BA systems for pre-ordering,
ordering, provisioning, maintenance and repair, and billing.
1.1.2 "BA OSS Services" means access to BA Operations Support Systems
functions. The term "BA OSS Services" includes, but is not limited to: (a)
BA's provision of Focal Usage Information to Focal pursuant to Section 1.3
below; and, (b) "BA OSS Information", as defined in Section 1.1.4 below.
1.1.3 "BA OSS Facilities" means any gateways, interfaces, databases,
facilities, equipment, software, or systems, used by BA to provide BA OSS
Services to Focal.
1.1.4 "BA OSS Information" means any information accessed by, or disclosed
or provided to, Focal through or as a part of BA OSS Services. The term "BA
OSS Information" includes, but is not limited to: (a) any Customer
Information related to a BA Customer or a Focal Customer accessed by, or
disclosed or provided to, Focal through or as a part of BA OSS Services;
and, (b) any Focal Usage Information (as defined in Section 1.1.6 below)
accessed by, or disclosed or provided to, Focal.
1.1.5 "BA Retail Telecommunications Service" means any Telecommunications
Service that Bell Atlantic provides at retail to subscribers that are not
Telecommunications Carriers. The term "BA Retail Telecommunications Service"
does not include any exchange access service (as defined in Section 3(16) of
the Act, 47 U.S.C. (S) 153(16)) provided by BA.
1.1.6 "Focal Usage Information" means the usage information for a BA Retail
Telecommunications Service purchased by Focal under this Agreement that BA
would record if BA was furnishing such BA Retail Telecommunications Service
to a BA end-user retail Customer.
1.1.7 "Customer Information" means CPNI, as defined in the Act, of a
Customer and any other non-public, individually identifiable information
about a Customer or the purchase by a Customer of the services or products
of a Party.
1.2 BA OSS Services
---------------
1.2.1 Upon request by Focal, BA shall provide to Focal, pursuant to Section
251(c)(3) of the Act, 47 U.S.C. (S) 251 (c)(3), BA OSS Services.
<PAGE>
1.2.2 Subject to the requirements of Applicable Laws, BA Operations Support
Systems, BA Operations Support Systems functions, BA OSS Facilities, BA OSS
Information, and the BA OSS Services that will be offered by BA, shall be as
determined by BA. Subject to the requirements of Applicable Laws, BA shall
have the right to change BA Operations Support Systems, BA Operations
Support Systems functions, BA OSS Facilities, BA OSS Information, and the BA
OSS Services, from time-to-time, without the consent of Focal. Except as
otherwise provided by this Agreement or Applicable Laws, BA will give Focal
notice in writing or electronically (which may be by giving Focal access to
a database or an Internet site that contains the applicable information, or
by other electronic means) of material modification of the operation of BA
OSS Services furnished under this Agreement at least sixty (60) days prior
to the time the material modification becomes effective.
1.3 Focal Usage Information
-----------------------
1.3.1 Upon request by Focal, BA shall provide to Focal, pursuant to Section
251(c)(3) of the Act, 47 U.S.C. (S) 251 (c)(3), Focal Usage Information.
1.3.2 Focal Usage Information will be available to Focal through the
following:
(a) Daily Usage File on Data Tape.
(b) Daily Usage File through Network Data Mover ("NDM").
(c) Daily Usage File through Centralized Message Distribution System
("CMDS").
1.3.3.1 Focal Usage Information will be provided in a Bellcore Exchange
Message Records ("EMR") format.
1.3.3.2 Daily Usage File Data Tapes provided pursuant to Section 1.3.2(a)
above will be issued each day, Monday through Friday, except holidays
observed by BA.
1.3.4 Except as stated in this Section 1.3, subject to the requirements of
Applicable Laws, the manner in which, and the frequency with which, Focal
Usage Information will be provided to Focal shall be determined by BA.
1.4 Access to and Use of BA OSS Facilities
--------------------------------------
1.4.1 BA OSS Facilities may be accessed and used by Focal only to the extent
necessary for Focal's access to and use of BA OSS Services pursuant to this
Agreement.
-2-
<PAGE>
1.4.2 BA OSS Facilities may be accessed and used by Focal only to provide
Telecommunications Services to Focal Customers.
1.4.3 Focal shall restrict access to and use of BA OSS Facilities to Focal.
This Schedule 12.3 does not grant to Focal any right or license to grant
sublicenses to other persons, or permission to other persons (except Focal's
employees, agents and contractors, in accordance with Section 1.4.7 below),
to access or use BA OSS Facilities.
1.4.4 Focal shall not (a) alter, modify or damage the BA OSS Facilities
(including, but not limited to, BA software), (b) copy, remove, derive,
reverse engineer, or decompile, software from the BA OSS Facilities, or (c)
obtain access through BA OSS Facilities to BA databases, facilities,
equipment, software, or systems, which are not offered for Focal's use under
this Schedule 12.3.
1.4.5 Focal shall comply with all practices and procedures established by BA
for access to and use of BA OSS Facilities (including, but not limited to,
BA practices and procedures with regard to security and use of access and
user identification codes).
1.4.6 All practices and procedures for access to and use of BA OSS
Facilities, and all access and user identification codes for BA OSS
Facilities: (a) shall remain the property of BA; (b) shall be used by Focal
only in connection with Focal's use of BA OSS Facilities permitted by this
Schedule 12.3; and, (c) shall be treated by Focal as Proprietary Information
of BA pursuant to subsection 29.4 of the Agreement.
1.4.7 Focal's employees, agents and contractors may access and use BA OSS
Facilities only to the extent necessary for Focal's access to and use of the
BA OSS Facilities permitted by this Agreement. Any access to or use of BA
OSS Facilities by Focal's employees, agents, or contractors, shall be
subject to the provisions of the Agreement, including, but not limited to,
subsection 29.4 thereof and Sections 1.4.6 and 1.5.3.3 of this Schedule
12.3.
1.5 BA OSS Information
------------------
1.5.1 Subject to the provisions of this Agreement and Applicable Laws, BA
grants to Focal a non-exclusive license to use BA OSS Information.
1.5.2 All BA OSS Information shall at all times remain the property of BA.
Except as expressly stated in this Schedule 12.3, Focal shall acquire no
rights in or to any BA OSS Information.
1.5.3.1 The provisions of this Section 1.5.3 shall apply to all BA OSS
Information, except (a) Focal Usage Information, (b) CPNI of Focal, and (c)
CPNI of a BA Customer or a Focal Customer, to the extent the Customer has
authorized Focal to use the Customer Information.
-3-
<PAGE>
1.5.3.2 BA OSS Information may be accessed and used by Focal only to provide
Telecommunications Services to Focal Customers.
1.5.3.3 Focal shall treat BA OSS Information that is designated by BA,
through written or electronic notice (including, but not limited to, through
the BA OSS Services), as "Confidential" or "Proprietary" as Proprietary
Information of BA pursuant to subsection 29.4 of the Agreement.
1.5.3.4 Except as expressly stated in this Schedule 12.3, this Agreement
does not grant to Focal any right or license to grant sublicenses to other
persons, or permission to other persons (except Focal's employees, agents or
contractors, in accordance with Section 1.5.3.5 below), to access, use or
disclose BA OSS Information.
1.5.3.5 Focal's employees, agents and contractors may access, use and
disclose BA OSS Information only to the extent necessary for Focal's access
to, and use and disclosure of, BA OSS Information permitted by this Schedule
12.3. Any access to, or use or disclosure of, BA OSS Information by Focal's
employees, agents or contractors, shall be subject to the provisions of this
Agreement, including, but not limited to, subsection 29.4 of the Agreement
and Section 1.5.3.3 above.
1.5.3.6. Focal's license to use BA OSS Information shall expire upon the
earlier of (a) termination of the license in accordance with this Schedule
12.3; or (b) expiration or termination of the Agreement.
1.5.3.7 All BA OSS Information received by Focal shall be destroyed or
returned by Focal to BA, upon expiration, suspension or termination of the
license to use such BA OSS Information.
1.5.4 Unless sooner terminated or suspended in accordance with the Agreement
or this Schedule 12.3 (including, but not limited to, subsection 22.3 of the
Agreement and Section 1.6.1 below), Focal's access to BA OSS Information
through BA OSS Services shall terminate upon the expiration or termination
of the Agreement.
1.5.5.1 BA shall have the right (but not the obligation) to perform at BA's
expense (provided that there will be no charge to BA for reasonable access
to Focal' employees, books, records, documents and facilities) an audit of
Focal upon three (3) full business days notice to Focal to ascertain whether
Focal is complying with the requirements of Applicable Laws and this
Agreement with regard to Focal's access to, and use and disclosure of, BA
OSS Information.
1.5.5.2 Without in any way limiting any other rights BA may have under the
Agreement or Applicable Laws, BA shall have the right (but not the
obligation) to monitor Focal's access to and use of BA OSS Information which
is made available by BA to Focal pursuant
-4-
<PAGE>
to this Agreement, to ascertain whether Focal is complying with the
requirements of Applicable Laws and this Agreement, with regard to Focal's
access to, and use and disclosure of, such BA OSS Information. The foregoing
right shall include, but not be limited to, the right (but not the
obligation) to electronically monitor at BA's expense (provided that there
will be no charge to BA by Focal to perform this activity), Focal's access
to and use of BA OSS Information which is made available by BA to Focal
through BA OSS Facilities.
1.5.5.3 Information obtained by BA pursuant to this Section 1.5.5 shall be
treated by BA as Proprietary Information of Focal pursuant to subsection
29.4 of the Agreement; provided that, BA shall have the right (but not the
obligation) to use and disclose information obtained by BA pursuant to this
Section 1.5.5 to enforce BA's rights under this Agreement or Applicable
Laws.
1.5.6 Focal acknowledges that the BA OSS Information, by its nature, is
updated and corrected on a continuous basis by BA, and therefore that BA OSS
Information is subject to change from time to time.
1.6 Liabilities and Remedies
------------------------
1.6.1 Any breach by Focal, or Focal's employees, agents or contractors, of
the provisions of Sections 1.4 or 1.5 above shall be deemed a material
breach of the Agreement. In addition, if Focal or an employee, agent or
contractor of Focal at any time breaches a provision of Sections 1.4 or 1.5
above and such breach continues for more than fifteen (15) days after
written notice thereof from BA, then, except as otherwise required by
Applicable Laws, BA shall have the right, upon notice to Focal, to suspend
the license to use BA OSS Information granted by Section 1.5.1 above and/or
the provision of BA OSS Services, in whole or in part.
1.6.2 Focal agrees that BA would be irreparably injured by a breach of
Sections 1.4 or 1.5 above by Focal or the employees, agents or contractors
of Focal, and that BA shall be entitled to seek equitable relief, including
injunctive relief and specific performance, in the event of any such breach.
Such remedies shall not be deemed to be the exclusive remedies for any such
breach, but shall be in addition to any other remedies available under this
Agreement or at law or in equity.
1.7 Relation to Applicable Laws
---------------------------
The provisions of Sections 1.4, 1.5 and 1.6 above shall be in addition to
and not in derogation of any provisions of Applicable Laws, including, but
not limited to, 47 U.S.C. (S) 222, and are not intended to constitute a
waiver by BA of any right with regard to protection of the confidentiality
of the information of BA or BA Customers provided by Applicable Laws.
1.8 Cooperation
-----------
-5-
<PAGE>
Focal, at Focal's expense, shall reasonably cooperate with BA in using BA
OSS Services. Such cooperation shall include, but not be limited to, the
following:
1.8.1 Upon request by BA, Focal shall by no later than the fifteenth (15th)
day of the month preceding the first calendar month of each calendar quarter
submit to BA reasonable, good faith estimates (by geographic area designated
by BA) of the volume of each BA Retail Telecommunications Service for which
Focal anticipates submitting orders in each week of the next calendar
quarter.
1.8.2 Focal shall participate in cooperative testing of BA OSS Services and
shall provide assistance to BA in identifying and correcting mistakes,
omissions, interruptions, delays, errors, defects, faults, failures, or
other deficiencies, in BA OSS Services. The Parties will jointly agree upon
the schedule for such testing and the tests that will be conducted.
1.9 BA Access to Information Related to Focal Customers
---------------------------------------------------
BA shall have the right to access, use and disclose information related to
Focal Customers that is in BA's possession (including, but not limited to,
in BA OSS Facilities) to the extent such access, use and/or disclosure has
been authorized by the Focal Customer in the manner required by Applicable
Laws.
2. BELL ATLANTIC PRE-OSS SERVICES
------------------------------
2.1 As used in this Schedule 12.3, "BA Pre-OSS Service" means a service that
allows the performance of an activity that is comparable to an activity to
be performed through a BA OSS Service and that BA offers to provide to
Focal. The term "BA Pre-OSS Service" includes, but is not limited to, the
activity of placing orders for BA Telecommunications Services through a
telephone facsimile communication. Prior to purchasing BA OSS Services,
Focal may purchase BA Pre-OSS Services.
2.2 Subject to the requirements of Applicable Laws, the BA Pre-OSS Services
that will be offered by BA shall be as determined by BA and BA shall have
the right to change BA Pre-OSS Services, from time-to-time, without the
consent of Focal. Except as otherwise provided by this Agreement or
Applicable Laws, BA will give Focal notice in writing or electronically
(which may be by giving Focal access to a database or an Internet site that
contains the applicable information, or by other electronic means) of
material modification of the operation of BA Pre-OSS Services furnished
under this Agreement at least thirty (30) days prior to the time the
material modification becomes effective.
2.3 Subject to the requirements of Applicable Laws, the prices for BA Pre-
OSS Services shall be as determined by BA and shall be subject to change by
BA from time-to-time.
-6-
<PAGE>
2.4 The provisions of Sections 1.5 through 1.9 above shall also apply to BA
Pre-OSS Services. For the purposes of this Section 2.4: (a) references in
Sections 1.5 through 1.9 above to BA OSS Services shall be deemed to include
BA Pre-OSS Services; and, (b) references in Sections 1.5 through 1.9 above
to BA OSS Information shall be deemed to include information made available
to Focal through BA Pre-OSS Services.
3. RATES AND CHARGES
-----------------
3.1 The prices for the foregoing services shall be as set forth in BA's
Tariffs or, in the absence of an applicable BA Tariff price, in Exhibit A
or, if not set forth in either, as may be determined by BA from time to
time. If BA at any time offers a resale support service the prices for
which are not stated in BA's Tariffs or Exhibit A and Focal elects to
purchase such service, BA shall have the right to revise Exhibit A to add
such prices; provided that, if the resale support service is already being
used by Focal at the time BA revises Exhibit A to add such prices, except as
otherwise required by this Agreement or Applicable Laws, the revision shall
not become effective until BA has given Focal thirty (30) days prior notice
of the revision.
-7-
<PAGE>
SCHEDULE 27.0
PERFORMANCE INTERVAL DATES FOR SPECIFIED ACTIVITIES
<TABLE>
<CAPTION>
SPECIFIED ACTIVITY
(i) UNBUNDLED LOCAL LOOP INSTALLATION/1/ PERFORMANCE INTERVAL DATE/2/
- ----------------------------------------------------------------------------------------------
<S> <C>
1-10 Loops per service order 6 business days from BA's receipt of valid
service order
- ----------------------------------------------------------------------------------------------
11-20 Loops per service order 10 business days from BA's receipt of valid
service order
- ----------------------------------------------------------------------------------------------
21 + Loops per service order To be negotiated on order-by-order basis
- ----------------------------------------------------------------------------------------------
(ii) INTERIM NUMBER PORTABILITY INSTALLATION
- ----------------------------------------------------------------------------------------------
1-10 Numbers per service order 6 business days from BA's receipt of valid
service order
- ----------------------------------------------------------------------------------------------
11-20 Numbers per service order 10 days from BA's receipt of valid service
order
- ----------------------------------------------------------------------------------------------
21 + Numbers per service order To be negotiated on order-by-order basis
- ----------------------------------------------------------------------------------------------
(iii) OUT-OF-SERVICE REPAIRS Less than 24 hours from BA's receipt of
notification of out-of-service condition
- ----------------------------------------------------------------------------------------------
</TABLE>
- --------------------
/1/ The Unbundled Loop Installation intervals set forth in this Schedule 27.0
apply only to ULLs offered by BA as of the date of this Agreement. Installation
intervals for new ULLs will be developed by the Parties as such ULLs become
available.
/2/ Unless otherwise agreed to by the Parties, in which case the Performance
Interval Date shall be extended until the agreed-upon date. Notwithstanding the
Performance Interval Dates contained in this Schedule 27.0, under no
circumstances will BA be obligated to extend installation, provision, or repair
intervals to Focal that are more favorable than BA extends to its own customers
for comparable services.
<PAGE>
SCHEDULE 27.1
FOCAL SERVICE QUALITY STANDARDS
1.0 UNBUNDLED LOCAL LOOP INSTALLATION ORDERS
1.1 All order information submitted by Focal is valid (e.g. street address,
floor/unit number, cable pair assignment, etc.).
1.2 Customer (end user) is available at appointed time and day.
2.0 "LIVE" CUTOVER UNBUNDLED LOCAL LOOP INSTALLATION ORDERS (PURSUANT TO
SECTION 11.6)
2.1 Accurate account and end user information submitted on service request.
2.2 Accurate tie cable and pair assignment provided by Focal on service request.
<PAGE>
EXHIBIT A
BELL ATLANTIC - PENNSYLVANIA, INC.
DETAILED SCHEDULE OF ITEMIZED CHARGES
-------------------------------------
A. BA SERVICES, FACILITIES, AND ARRANGEMENTS:/1/
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
------------------- ----------------- ------
<S> <C> <C>
I. LOCAL CALL TERMINATION/2/
Traffic Delivered at BA End Office $.001846/MOU Not Applicable
Traffic Delivered at BA Tandem or Local
Serving Wire Center $.002902/MOU Not Applicable
</TABLE>
- -----------------
/1/ Unless a citation is provided to a generally applicable BA tariff, all
listed rates and services are available only to Focal purchasing these services
for use in the provision of Telephone Exchange Service, and apply only to Local
Traffic and local Ancillary Traffic. BA rates and services for use by Focal in
the carriage of Toll Traffic shall be subject to BA's tariffs for Exchange
Access Service. Adherence to these limitations is subject to a reasonable
periodic audit by BA.
As applied to wholesale discount rates, unbundled Network Elements or call
transport and/or termination of Local Traffic purchased for the provision of
Telephone Exchange Service or Exchange Access, the rates and charges set forth
in Exhibit A, incorporate the Pennsylvania Commission of Public Utilities
approved rates in Docket TX95120631 and interim rates that are subject to review
by the Commission. These rates shall apply until such time as they are replaced
by new rates as may be approved or allowed into effect by the Commission from
time to time, subject however, to any stay or other order issued by any court of
competent jurisdiction. At such time(s) as such new rates have been approved or
allowed into effect by the Commission, the Parties shall amend Exhibit A to
reflect the new approved rates.
/2/ See note 6 regarding measurement and calculation of local traffic
termination charges.
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
------------------- ----------------- ------
<S> <C> <C>
II. UNBUNDLED TRANSPORT
A. DEDICATED TRANSPORT
Voice Grade/DS-0 $10.37/Month & Voice Grade/DS-0,
----------------
$.03/Mile/Month DS-1, DS-3 & DDS:
----------------
$1.05/Service Order,
DS-1 $37.66/Month & $353.70/Initial
$.66/Mile/Month Facility & $24.00/Additional
DS-3 $526.72/Month & Facility (if purchased)
$18.66/Mile/Month when initial facility
ordered
DDS $10.74/Month &
$.04/Mile/Month
B. COMMON TRANSPORT
Tandem Switching $.000836/MOU Not Applicable
Transport Fixed $.000152/MOU Not Applicable
Transport Per Mile $.000004/MOU
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
------------------- ----------------- ------
<S> <C> <C>
II. UNBUNDLED TRANSPORT (CONTINUED)
C. ENTRANCE FACILITIES
All:
---
$1.05/Service Order
plus installation
charges for each
initial and additional
facility purchased at
the time of order:
2Wire Voice Grade Channel $16.78/Month $497.06/Initial &
Termination $289.47/Additional
4Wire, Voice Grade Channel $33.76/Month $498.73/Initial &
Termination $290.02/Additional
DS-1 to Voice Grade Multiplexing $77.83/Month $548.06/Initial &
$548.06/Additional
DS-1 Channel Termination $180.59/Month $668.37/Initial &
$331.87/Additional
DS-3 to DS-1 Multiplexing $257.61/Month $548.06/Initial &
$548.06/Additional
DS-3 Channel Termination $1059.65/Month $668.37/Initial &
$331.87/Additional
D. DIGITAL CROSS-CONNECT SYSTEM
Service Establishment Not Applicable $1890.82
Database Modification Not Applicable $148.68/Modification
Request
Reconfiguration by BA Not Applicable $31.98/Programming
personnel Charge/Half Hour
DS-0 Cross-Connect $20.54/Port/Month $26.17/Port
DS-1 Cross-Connect $71.92/Port/Month $32.71/Port
E. MID-SPAN MEET ARRANGEMENTS To be charged in accordance with the
requirements of Section 4.3 of the Agreement
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
------------------- ----------------- ------
<S> <C> <C>
III. UNBUNDLED SWITCHING/3/
A. LOCAL SWITCHING PORTS
POTS/PBX/Centrex $2.67/Port/Month $1.05/Service Order
Per Port:
$2.97/Installation
$1.32/Disconnect
ISDN (BRI) $10.28/Port/Month $1.05/Service Order
Per Port:
$2.97/Installation
$1.32/Disconnect
ISDN (PRI) $135.13/Port/Month $1.05/Service Order
Per Port:
$113.36/Installation
$1.32/Disconnect
Public/Semi-Public $3.52/Port/Month $1.05/Service Order
Per Port:
$2.97/Installation
$1.32/Disconnect
DID $5.98/Port/Month $1.05/Service Order
Per Port:
$692.07/Installation
$1.32/Disconnect
B. TANDEM SWITCHING USAGE $.0008360/MOU Not Applicable
C. LOCAL SWITCHING USAGE
Originating With Vertical Features $.011067/MOU Not Applicable
Terminating With Vertical $.006143/MOU Not Applicable
Features
</TABLE>
- ----------------------
/3/ In addition the recurring and non-recurring rates set forth herein for
unbundling switching elements, BA may levy upon purchaser of such elements any
access charges (or portion thereof) permitted by Applicable Laws.
4
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
------------------- ----------------- ------
<S> <C> <C>
IV. UNBUNDLED LOOPS
POTS (Analog 2-Wire) Density Cell: Service Order: $1.05
------------ -------------
1 - $11.52/Month Installation:
------------
2 - $12.71/Month If premises visit not
3 - $16.12/Month required - $2.97
4 - $23.11/Month initial and each
additional loop; Not
Applicable if existing
loop & port together
If premises visit
required - $66.85,
initial loop; $22.59,
additional loop
Disconnect:
----------
$1.32 per loop
ISDN Density Cell: Service Order: $1.05
------------ -------------
1 - $13.16/Month Installation:
------------
2 - $14.25/Month If premises visit not
3 - $17.75/Month required - $12.91
4 - $24.74/Month initial and each
additional loop; Not
Applicable if existing
loop & port together
If premises visit
required - $76.78,
initial loop; $32.52,
additional loop
Disconnect:
----------
$1.32 per loop
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
------------------- ----------------- ------
<S> <C> <C>
IV. UNBUNDLED TRANSPORT (CONTINUED)
Customer Specified Signaling - 2-Wire Density Cell: Service Order: $1.05
------------ -------------
1 - $11.52/Month Installation:
------------
2 - $12.71/Month If premises visit not
3 - $16.12/Month required - $2.97
4 - $23.11/Month initial and each
additional loop - Not
Applicable if existing
loop & port together
If premises visit
required - $66.85
initial loop; $22.59
additional loop
Disconnect
----------
$1.32 per loop
Coordinated Cutover:
-------------------
If premises visit not
required - $3.24 per
order
If premises visit
required - $12.10 per
order
Designed Circuit
----------------
$40.93 per order
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
------------------- ----------------- ------
<S> <C> <C>
IV. UNBUNDLED TRANSPORT (CONTINUED)
Customer Specified Signaling - 4-Wire Density Cell: Service Order: $1.05
------------ -------------
1 - $22.40/Month Installation:
2 - $26.36/Month -------------
3 - $33.03/Month If premises visit not
4 - $45.47/Month required - $2.97
initial and each
additional loop; Not
Applicable if existing
loop & port together
If premises visit
required - $66.85
initial loop; $22.59
additional loop
Disconnect
----------
$1.32 per loop
Coordinated Cutover:
-------------------
If premises visit not
required - $3.24 per
order
If premises visit
required - $12.10 per
order
Designed Circuit
----------------
$40.93 per order
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
------------------- ----------------- ------
<S> <C> <C>
IV. UNBUNDLED TRANSPORT (CONTINUED)
DS Density Cell: Service Order: $1.05
------------ -------------
1 - $132.51/Month Installation:
2 - $139.37/Month ------------
3 - $168.59/Month If premises visit not
4 - $252.46/Month required - $2.97
initial and each
additional loop; Not
Applicable if existing
loop & port together
If premises visit
required - $66.85
initial loop; $22.59
additional loop
Disconnect
----------
$1.32 per loop
Coordinated Cutover:
-------------------
If premises visit not
required - $3.24 per
order
If premises visit
required - $12.10 per
order
Designed Circuit
----------------
$40.93 per order
2 Wire ADS Loops TBD TBD
2 Wire & 4 Wire HDSL Loops TBD TBD
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
------------------- ----------------- ------
<S> <C> <C>
V. COLLOCATION CROSS-CONNECTION
A. VOICE GRADE LOOP
Physical DS0 CO side to $.41/Month Not Applicable
equipment
Virtual DS0 with RFT CO side
MDF to equipment $1.20/Month Not Applicable
Virtual DS with EDSX $60.21/Month Both:
----
(1DS1 + 24 DS0's with IDLC) $1.05/Service
$544.36/Initial
Virtual DS with CFA (24DS0s $44.08/Month $210.46/Initial
IDLA) Installations
B. OTHER
Physical DS3 $84.27/Month
All:
---
Physical DS $15.72/Month $1.05/Service Order
$481.36/Initial
Virtual DS3 $88.81/Month Installation &
$194.71/Additional
Virtual DS $16.12/Month Installations
VI. TIME AND MATERIALS
Special Construction As applicable per BA-PA PUC 1 sec.9
Service Technician
(service work on Not Applicable $1.05/Service Order
unbundled loops outside $26.24/Premises Visit
of the Central Office) $12.10 Labor Charge/
Quarter Hour
First Quarter Hour
Central Office Technician Not Applicable $1.05/Service Order
$10.42 Labor Charge/
Quarter Hour or
Fraction Thereof
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
------------------- ----------------- ------
<S> <C> <C>
VII. SIGNALING AND DATABASES
A. STP PORT
Termination $640.02/Month $94.15/Port
Access $.47/Mile/Month $1.05/Service Order
$274.06/Initial
Facility &
$24.01/Additional
Facility
B. 800/888 DATABASE
Basic Query $.000835/Query Not Applicable
Vertical Query $.000343/Query Not Applicable
C. LIDB VALIDATION
LIDB Point Codes Not Applicable $85.84/Point Code
Calling Card $.015542/Query Not Applicable
Billed Number Screening $.015542/Query Not Applicable
Storage of Focal's Data in Not Applicable $1,469.92 Service
LIDB Database Establishment
D. AIN SERVICE CREATION (ASC) SERVICE
1. DEVELOPMENTAL CHARGES
Service Establishment Not Applicable $884.08
Service Creation Access Port $123.86/Port/Month Not Applicable
Service Creation Usage
a. Remote Access $1,328.47/Day Not Applicable
b. On-Premise $1,328.47/Day Not Applicable
Certification & Testing $76.99/Hour Not Applicable
Help Desk Support $81.48/Hour Not Applicable
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
------------------- ----------------- ------
<S> <C> <C>
D. AIN SERVICE CREATION (ASC) SERVICE (CONTINUED)
2. SERVICE CHARGES
Subscription Charge $5.44/Month Not Applicable
Database Queries
a. Network Query $.0007/Query Not Applicable
b. Focal Network Query $.0007/Query Not Applicable
c. Focal Switch Query $.0007/Query Not Applicable
Trigger Charge
a. Line Based $.0010/Query Not Applicable
b. Office Based $.0010/Query Not Applicable
Utilization Element $.0003/Query Not Applicable
Service Activation Charge
a. Network Service Activation Not Applicable $8.37/Service
Activated/Line
b. Focal Network Service Not Applicable $8.37/Service
Activation Activated/Line
c. Focal Switch Service Not Applicable $8.37/Service
Activation Activated /Line
Service Modification
a. DTMF Update $.1080/Occurrence Not Applicable
Switch Based Announcement $.005/Announcement Not Applicable
VIII. DIRECTORY LISTINGS & BOOKS
Primary Listing (on initial UNE service
order). For each residence telephone
number, two (2) listings in the White Page
directory are provided. For each business
telephone number listed (except numbers of
Centrex or Centrex-like services or indialing
service station lines) one (1) listing is
provided in the White Page Directory and
one (1) listing in the Yellow Page directory
of the type provided to BA-PA end user
business customers for which no specific
charge applies.
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
------------------- ----------------- ------
<S> <C> <C>
VIII. DIRECTORY LISTINGS & BOOKS (CONTINUED)
Other Tariffed Listing Services (For listings Retail rates less wholesale discount. For retail
ordered in excess of the primary listings rates see BA-PA tariff No. 1 sec. 5.B.
provided or other listing types, or listings
ordered at a time other than initial UNE
service order, or listings ordered not
associated with a UNE service order.)
Books & delivery (annual home area No charge for normal numbers of books
directories only) delivered to end users; bulk deliveries to
Focal per separate arrangement
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
------------------- ----------------- ------
<S> <C> <C>
IX. OPERATOR SERVICES/DIRECTORY ASSISTANCE
Direct Access $.0342/Query $32,135.28/Link
Service Establishment Not Applicable $15,206.81 Service
Establishment
Directory Assistance $.3664/Call Not Applicable
Directory Transport
Tandem Switching $.000730/Call Not Applicable
Tandem Switched Transport $.000132/Call & Not Applicable
$.000003/Mile/Call
Operator Services - Live $.01280/Operator Not Applicable
Work Second
Operator Services - Automated $.00158/Automated Not Applicable
Work Second
Branding for Directory Assistance Not Applicable $1,358.62/ Message
and/or Operator Services
Carrier-to-Carrier LSV/VCI $.01280/Operator Not Applicable
Requests Work Second
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
------------------- ----------------- ------
<S> <C> <C>
X. ACCESS TO OPERATION SUPPORT SYSTEMS
A. PRE-ORDERING $.22/Query Not Applicable
B. ORDERING $3.34/Transaction Not Applicable
C. PROVISIONING Included in Ordering Not Applicable
D. MAINTENANCE & REPAIR
1. ECG ACCESS $.22/Query Not Applicable
2. EB/OSI ACCESS $1.16/Trouble Ticket Not Applicable
E. BILLING
1. CD-ROM $246.59/CD-ROM Not Applicable
2. DAILY USAGE FILE
A. EXISTING MESSAGE
RECORDING $.000258/Message Not Applicable
B. DELIVERY OF DUF
Data Tape $17.18/Tape $61.39/Programming
Hour
Network Data Mover $.000094/Message Not Applicable
CMDS $.000094/Message $61.39/Programming
Hour
C. DUF TRANSPORT
9.6 kb Communications Port $10.24/Month $7,437.36/Port
56 kb Communications Port $28.29/Month $30,778.91/Port
256 kb Communications Port $28.29/Month $51,236.88/Port
T1 Communications Port $359.31/Month $182,827.99/Port
Line Installation Not Applicable $61.39/Programming
Hour
Port Set-up Not Applicable $9.85/Port
Network Control Programming Not Applicable $61.39/Programming
Coding Hour/Port
XI. EXCHANGE ACCESS SERVICE
Interstate Per BA-FCC tariff number 1
Intrastate Per BA-PA tariff number 302
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
------------------- ----------------- ------
<S> <C> <C>
XII. NUMBER PORTABILITY
Interim (using RCF) $1.50/Month/Ported $5.00/Service Order
Number $4.00/Installation/No.
at same location
Permanent Per permanent funding mechanism when
established.
Access pass-through to number In accordance with Section 14.5 of Agreement
portability purchaser
XIII. 911/E911
Transport Per section II above.
Data Entry and Maintenance No Charge
XIV. POLES CONDUITS & ROW Per contract rates pursuant to 47 U.S.C. sec. 224
Illustrative:
Duct: $5.45/Foot/Year
Pole: $3.98/Attachment/Year
XV. NETWORK INTERFACE DEVICE (NID) $.68/Month Not Applicable
XVI. ACCESS TO TELEPHONE NUMBERS (NXX No Charge
(NXX CODES ISSUED PER ICCF CODE
ADMINISTRATION GUIDELINES)
XVII. LOCAL DIALING PARITY No Charge
XVIII. CUSTOMIZED ROUTING
To Reseller Platform $.142360/Line/Month $3.84/Line
To BA Platform for Re-Branding .08330/Call $3.84/Line
Customized Routing Transport Per section II above.
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
------------------- ----------------- ------
<S> <C> <C>
XIX. WHOLESALE DISCOUNT FOR RESALE OF RETAIL TELECOMMUNICATIONS SERVICES/4/
Resale of retail services if Focal 20.69%
provides own operator services
platform
Resale of retail services if Focal 18.43%
uses Bell Atlantic operator services
platform
Pennsylvania Gross Receipts Tax Discount Discount as per BA-PA PUC 1 sec. 1.8.1
tariff.
</TABLE>
- -----------------
/4/ Excludes telecommunications services designed primarily for wholesale, such
as switched and special exchange access service, and, subject to Section 12 of
the Agreement the following additional arrangements that are not subject to
resale: limited duration (90 days or less) promotional offerings, public coin
telephone service, and technical and market trials. Taxes shall be collected
and remitted by the reseller and BA in accordance with legal requirements and as
agreed between the Parties. Surcharges (e.g., 911, telecommunications relay
service, universal service fund) shall be collected by the reseller and either
remitted to the recipient agency or NECA, or passed through to BA for remittance
to the recipient agency or NECA, as appropriate and agreed between the Parties.
End user common line charges shall be collected by the reseller and remitted to
BA.
Pending establishment of mechanized billing procedures adapted to resale, BA
will apply the wholesale discount for resale as a "bottom-of-the-bill" discount
rate and will utilize a "true-up" process to correct possible inadvertent
application of the wholesale discount to the exclusions identified herein and to
reflect other adjustments as the Parties agree.
16
<PAGE>
B. FOCAL SERVICES, FACILITIES, AND ARRANGEMENTS:
<TABLE>
<CAPTION>
SERVICE OR NON-RECURRING
ELEMENT DESCRIPTION: RECURRING CHARGES: CHARGE:
------------------- ----------------- ------
<S> <C> <C>
I. LOCAL CALL TERMINATION/5/
Traffic Delivered at End Office $.001864/MOU Not Applicable
Traffic Delivered at Tandem or Local
Serving Wire Center $.002902/MOU Not Applicable
II. NUMBER PORTABILITY
Interim $1.50/Month/Ported $5.00/Service Order
Number $4.00/Installation/No.
at same location
Permanent Per permanent funding mechanism when
established.
Access pass-through to number In accordance with Section 14.5 of Agreement
portability purchaser
III. EXCHANGE ACCESS SERVICE
Interstate Per Focal FCC exchange access tariff.
Intrastate Per Focal NJ tariff exchange access tariff.
IV. LOCAL DIALING PARTY No Charge
V. ALL OTHER FOCAL SERVICES AVAILABLE Available at Focal's tariffed or otherwise
TO BA FOR PURPOSES OF EFFECTUATING generally available rates, not to exceed BA
LOCAL EXCHANGE COMPETITION rates for equivalent services available to Focal.
VI. OTHER SERVICES $.03/Call No Charge
INFORMATION SERVICE BILLING FEE
</TABLE>
- --------------------
/5/ See note 6 regarding measurement and calculation of local traffic
termination charges.
17
<PAGE>
6 LOCAL TRAFFIC TERMINATION RATES
A. Charges by BA
-------------
(a) Traffic delivered to BA Local Serving Wire Center ("LSWC") or BA Access
Tandem: $.002902 per mou.
(b) Traffic delivered directly to terminating BA End Office: $.001864 per
mou.
B. Charges by Focal
----------------
1. Single-tiered interconnection structure:
Focal's rates for the termination of BA's Local Traffic under the single-
tiered interconnection structure shall be recalculated once each year on each
anniversary of the Effective Date (the "Rate Determination Date"). The
methodology for recalculating the rates is as follows:
LSWC/Access Tandem Minutes = Total minutes of use of Local Traffic
delivered by Focal to the BA LSWC or BA Access Tandem for most recent
billed quarter.
End Office Minutes = Total minutes of use Local Traffic delivered by Focal
directly to the terminating BA End Office for most recent billed quarter.
Total Minutes = Total minutes of use of Local Traffic delivered by Focal to
BA for most recent billed quarter.
Focal Charge at the Focal-IP =
(LSWC/Access Tandem Minutes x $.002902) + (End Office Minutes x $.001864)
-------------------------------------------------------------------------
Total Minutes
For the first year after the Effective Date, the Focal charge shall be
calculated based on the traffic data of the quarter immediately preceding
such Effective Date, or if no such traffic exists, on the proportion of local
call termination trunks to BA End Offices and to BA LSWC/Access Tandems.
2. Multiple-tiered interconnection structure (if offered by Focal to any
carrier)
(a) Local Traffic delivered to Focal LSWC or Focal Access Tandem: $.002902
(b) Local Traffic delivered to terminating Focal End Office/node: $.001864
C. Miscellaneous Notes
-------------------
1. In the event a Party desires to deliver Local Traffic to a LSWC (i) that is
not located within 25 miles of the Tandem Office that it subtends, or (ii)
where the Tandem Office that it subtends; is not located within 25 miles of
the Tandem Office that is subtended by the terminating End Office, or (iii)
that is not located within 25 miles of the Tandem Office that is subtended by
the terminating End Office, then such Party shall (x) in addition to paying
the LSWC/Access Tandem termination rate described above, purchase the
necessary facilities from the terminating Party to transport such Traffic to
an Access Tandem that is not subject to any of conditions (i), (ii), or (iii)
above, (y) purchase such other service(s) as the terminating Party may offer
under applicable tariff to remedy such condition(s), or (z) enter into a new
compensation arrangement as the Parties may agree. Notwithstanding the
foregoing, nothing in this Agreement shall obligate BA to provide switching
services at a LSWC when it functions as such.
2. The Focal termination rate under the single-tiered interconnection structure
set forth above is intended to be a Local Traffic termination rate for
Interconnection to the Focal-IP within each LATA that is reciprocal and equal
to the actual rates that will be charged by BA to Focal under the two-tiered
Local Traffic termination rate structure described above that will apply
after the first anniversary of the Effective Date. The single Focal
termination rate is also intended to provide financial incentives to Focal to
deliver traffic directly to BA's terminating End Offices once Focal's traffic
volumes reach an appropriate threshold.
18
<PAGE>
EXHIBIT B
NETWORK ELEMENT BONA FIDE REQUEST
1. Each Party shall promptly consider and analyze access to a new unbundled
Network Element with the submission of a Network Element Bona Fide Request
hereunder. The Network Element Bona Fide Request process set forth herein does
not apply to those services requested pursuant to Report & Order and Notice of
Proposed Rulemaking 91-141 (rel. October 19, 1992), Paragraph 259 and Footnote
603 or subsequent orders.
2. A Network Element Bona Fide Request shall be submitted in writing and shall
include a technical description of each requested Network Element, the
telecommunications service(s) to be provided by the requesting Party using the
requested Network Element(s), the means of Interconnection, the number or volume
requested, the locations, and the date(s) such Network Elements are desired.
The requesting Party shall either make a binding commitment to order the Network
Elements requested in the quantity and within the time frame requested or to pay
the requested Party the costs of processing the Requests.
3. The requesting Party may cancel a Network Element Bona Fide Request at any
time, but shall pay the other Party's reasonable and demonstrable costs of
processing and/or implementing the Network Element Bona Fide Request up to the
date of cancellation.
4. Within ten (10) business days of its receipt, the receiving Party shall
acknowledge receipt of the Network Element Bona Fide Request.
5. Except under extraordinary circumstances, within thirty (30) days of its
receipt of a Network Element Bona Fide Request, the receiving Party shall
provide to the requesting Party a preliminary analysis of such Network Element
Bona Fide Request. The preliminary analysis shall confirm that the receiving
Party will offer access to the Network Element or will provide a detailed
explanation that access to the Network Element is not technically feasible
and/or that the request does not qualify as a Network Element that is required
to be provided under the Act.
6. If the receiving Party determines that the Network Element Bona Fide
Request is technically feasible and otherwise qualifies under the Act, it shall
promptly proceed with developing the requested Network Element upon receipt of
written authorization from the requesting Party. When it receives such
authorization, the receiving Party shall promptly develop the requested
services, determine their availability, calculate the applicable prices and
establish installation intervals.
7. Unless the Parties otherwise agree, the requested Network Element must be
priced in accordance with Section 252(d)(1) of the Act.
<PAGE>
8. As soon as feasible, but not more than ninety (90) days after its receipt
of authorization to proceed with developing the requested Network Element, the
receiving Party shall provide to the requesting Party a Network Element Bona
Fide Request quote which will include, at a minimum, a description of each
Network Element, the availability, the applicable rates and the installation
intervals.
9. Within thirty (30) days of its receipt of the Network Element Bona Fide
Request quote, the requesting Party must either confirm its order for the
requested Network Element pursuant to the Network Element Bona Fide Request
quote or seek arbitration by the Commission pursuant to Section 252 of the Act.
10. If a Party to a Network Element Bona Fide Request believes that the other
Party is not requesting, negotiating or processing the Network Element Bona Fide
Request in good faith, or disputes a determination, or price or cost quote, or
is failing to act in accordance with section 251 of the Act, such Party may seek
mediation or arbitration by the Commission pursuant to Section 252 of the Act.
<PAGE>
EXHIBIT C
DIRECTORY ASSISTANCE AND CALL COMPLETION
SERVICES AGREEMENT
THIS AGREEMENT is made, effective this ___ day of ____________, 1996,
by and between BELL ATLANTIC NETWORK SERVICES, INC. (hereinafter referred to as
"Bell Atlantic"), a Delaware corporation with offices at 13100 Columbia Pike,
Silver Spring, MD 20904, and _________________________, (hereinafter referred to
as "Carrier" ), a _________________ corporation with offices at ______________.
1. SCOPE AND TERM OF AGREEMENT
---------------------------
1.1 SCOPE This Agreement sets forth the terms and conditions which shall
govern the use of and payment for Directory Assistance (DA) Service and
IntraLATA Call Completion Service (hereinafter collectively referred to as
"Services") to be provided by Bell Atlantic, or its affiliated companies, to
Carrier. Carrier shall subscribe to and pay for Services for Carrier's local
exchange customers in the ______________ LATAs.
1.2 TERM The initial term of this Agreement shall commence as of 12:01 a.m. on
the date first written above and shall expire upon the conclusion of the
subscription period selected by Carrier in Appendix A. At the end of this
initial term, this Agreement, including Carrier's subscription to Services,
shall automatically renew for the same length of time as the initial
subscription period unless either party provides written notice to the other of
its intent to terminate at least three (3) months prior to the expiration of the
current term.
2. DESCRIPTION OF SERVICES
-----------------------
2.1 DIRECTORY ASSISTANCE (DA) SERVICE
2.1.1 Directory Assistance Service shall consist of 1) directory transport
by Bell Atlantic from the point of Bell Atlantic's interconnection with
Carrier's trunks to Bell Atlantic's designated DA locations, and 2) the
provision of telephone number listings by Bell Atlantic Carrier Call
Representatives (CCRs) in response to calls from Carrier's local exchange
customers located in the LATAs designated in Section 1.1, at the rates specified
in Appendix A.
b. A maximum of two requests for telephone numbers will be accepted per DA
call. A "DA call" as used in this Agreement shall mean a call answered by or
forwarded to Bell Atlantic, regardless of whether a telephone number is
requested, provided or available. The listings that will be available to
Carrier's customers are those telephone numbers that are listed in Bell
Atlantic's DA records for the LATAs or NPAs designated in Section 1.1.
<PAGE>
2.2 CONNECT REQUEST/SM/ SERVICE
a) Connect ReQuest/SM/ Service is an optional DA call completion service.
It provides Directory Assistance end users the option of placing a call to a
requested DA listing without having to hang up and redial. If a caller requests
two numbers on a DA call, only the second number will be completed using Connect
ReQuest./SM/
b) Connect ReQuest/SM/ requires that the Carrier meet switching, facility,
and other technical standards as required by Bell Atlantic to provide this
Service. Bell Atlantic will deliver all Connect ReQuest/SM/ calls back to the
Carrier for completion.
2.3 INTRALATA CALL COMPLETION SERVICE
a) IntraLATA Call Completion Service consists of the live and automated
call completion services specified in Appendix B, including the completion of
collect, card and bill-to-third party calls; busy line verification; customer
requested interrupt; and other assistance to callers. IntraLATA Call Completion
Service includes the support of the Bell Atlantic carrier call centers and call
completion facilities used to provide such services to Carrier.
b) Bell Atlantic will provide Carrier with unrated records for the call
completion services provided by Bell Atlantic on behalf of Carrier. The rating,
billing, and settlement of end-user charges for the calls are the responsibility
of Carrier.
2.4 BRANDING Branding is a service option that permits the Carrier to deliver a
customized front end announcement to its callers, identifying the Carrier as the
customer service provider. Branding is available for DA as well as Call
Completion Services. Carrier shall provide the information required by Bell
Atlantic to create this announcement. Branding also requires that the Carrier
maintain dedicated trunking arrangements to the designated Bell Atlantic DA or
operator switch location.
2.5 CARRIER SUBSCRIPTION SELECTION FORM The specific Services to which Carrier
shall subscribe and the applicable service subscription periods are contained in
Appendix A ("Carrier Subscription Selection Form").
3. COMMENCEMENT AND IMPLEMENTATION OF SERVICE
------------------------------------------
3.1 TECHNICAL QUESTIONNAIRE Each party shall make good-faith efforts to carry
out its respective responsibilities in meeting a jointly established schedule
for implementation. All records and other required information specified in
Appendix C will be furnished by Carrier at least sixty (60) days prior to the
commencement of Services (i.e., the cutover date described in Section 3.2.)
Notices of any changes, additions, or deletions to such records and information
shall be provided promptly in writing by Carrier to Bell Atlantic.
2
<PAGE>
3.2 CUTOVER The cutover date for a selected Services shall be the date on which
such Service shall be available to all of Carrier's local exchange customers in
the LATAs designated in Section 1.1. The subscription term set forth in
Appendix A for such Services shall commence on the cutover date.
3.3 SERVICE REVIEW MEETINGS. Bell Atlantic will meet and confer with Carrier
during the term of this Agreement to review and discuss the Services provided
under this Agreement. The times for meetings will be established by mutual
agreement of the parties.
4. EQUIPMENT AND FACILITIES
------------------------
4.1 BELL ATLANTIC will establish and maintain such access equipment and related
facilities for its Carrier Call Centers as may be necessary to perform the
Services specified in Appendix A, provided that Carrier furnishes Bell Atlantic
the information specified in Appendix C and any changes in such information in a
timely and accurate manner. Any additional Services that Carrier seeks during
the term of this Agreement will be subject to mutual agreement and the
availability of facilities and equipment.
4.2 CARRIER will provide and maintain such equipment within its premises as is
necessary to permit the Bell Atlantic to perform the agreed upon Services in
accordance with Bell Atlantic standard equipment operation and traffic operation
procedures.
4.3 CARRIER TRANSPORT AND SWITCHED ACCESS CONNECTION
a) Carrier shall, at its expense, arrange for and establish the trunking
and other transport, interface, and signaling arrangements required for Bell
Atlantic to provide Services to Carrier. Separate dedicated trunks for each NPA
or LATA may be required. Any trunks or other transport and access that Carrier
obtains from Bell Atlantic to deliver Carrier's calls to Bell Atlantic shall be
provided pursuant to the applicable tariffs, and not under this Agreement. Bell
Atlantic agrees to coordinate the scheduling of Services to be provided under
this Agreement with the scheduling of any trunking or related services
provisioned by Bell Atlantic under the tariffs.
b) Carrier shall specify the number of trunks required for Services. For
Directory Assistance Service, Carrier must provide Feature Group D (FGD) trunks
directly to the location designated by Bell Atlantic. For IntraLATA Call
Completion Service, Carrier must provide trunks with operator services signaling
directly to the location designated by Bell Atlantic. Bell Atlantic shall
provide Carrier at least three (3) months advance notice in the event of any
change in designated locations.
5. PAYMENT FOR SERVICES
--------------------
5.1 RATES Carrier agrees to pay for Services at the rates contained in Appendix
A.
3
<PAGE>
5.2 SETTLEMENTS Carrier shall render payment to Bell Atlantic net thirty (30)
calendar days from the date of delivery of the Service or from the date of
billing for the Service, whichever occurs later. Carrier shall pay interest on
any amount overdue at the rate of fifteen (15) percent per annum.
5.3 TAXES The rates specified in this Agreement and Appendices are exclusive of
all taxes, duties or similar charges imposed by law. Carrier shall be liable
for and shall reimburse Bell Atlantic for any sales, use, excise or other taxes
applicable to the services performed under this Agreement.
5.4 LIQUIDATED DAMAGES In the event that Carrier discontinues using Bell
Atlantic's Services in whole or in part, or terminates this agreement prior to
the expiration of the subscription term, the parties agree that Bell Atlantic
will incur expenses and damages that will be difficult to calculate. Therefore,
the parties agree that in the event of such discontinuance or termination,
Carrier shall pay an amount equal to the charges billed for the month in which
the highest usage of Services occurred, multiplied by the number of months
remaining in the then current term, or b) the sum of $100,000, whichever is
greater. If Carrier causes this Agreement to terminate before the commencement
of any Service selected in Appendix A, Carrier shall pay for all costs already
incurred by Bell Atlantic in establishing and preparing for the commencement of
such Service or the sum of $100,000, whichever is greater.
5.5 CARRIER'S CUSTOMERS Carrier shall be responsible for all contacts and
arrangements with its customers concerning the provision and maintenance, and
the billing and collection, of charges for Services furnished to Carrier's
customers.
6. LIMITATION OF LIABILITY
-----------------------
6.1 DIRECT DAMAGES In the event that Bell Atlantic, through negligence or
willful misconduct, fails to provide the Services selected and contracted for
under this Agreement, Bell Atlantic shall be liable to Carrier for Carrier's
direct damages resulting from such failure, up to an amount not to exceed the
payment of charges under this Agreement for the Services affected.
6.2 OTHER REMEDIES THE EXTENT OF BELL ATLANTIC'S LIABILITY ARISING UNDER THIS
AGREEMENT SHALL BE LIMITED AS DESCRIBED IN PARAGRAPH 6.1 ABOVE. IN NO EVENT
SHALL BELL ATLANTIC BE LIABLE FOR ANY OTHER LOSS, COST, CLAIM, INJURY,
LIABILITY, OR EXPENSE RELATED TO OR ARISING OUT OF THIS AGREEMENT OR THE
SERVICES PROVIDED HEREUNDER INCLUDING, BUT NOT LIMITED TO, ANY INCIDENTAL,
SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS
OF REVENUE OR PROFIT, WHETHER RECOVERY IS SOUGHT IN TORT, CONTRACT, OR
OTHERWISE, EVEN IF BELL ATLANTIC HAD NOTICE OF SUCH DAMAGES.
7. DEFAULTS AND TERMINATION
------------------------
7.1 DEFAULTS OR VIOLATIONS If Carrier defaults in the payment of any amount due
hereunder, or if Bell Atlantic fails to provide Services as agreed hereunder,
and such default or failure shall continue
4
<PAGE>
for thirty (30) days after written notice thereof, the other company may
terminate this agreement with seven (7) days written notice.
8. CONFIDENTIAL INFORMATION
------------------------
8.1 CONFIDENTIALITY The parties agree that all confidential and proprietary
information that is marked as specified in Section 8.2 and that is disclosed by
either party to the other party for the purposes of this Agreement, including
rates and terms, shall be treated as confidential unless a) such information was
previously or becomes known to the receiving party free of any obligation to
keep it confidential, b) has been or is subsequently made public by the
disclosing party, or c) is required to be disclosed by law. The receiving party
shall not, except in the performance of the Services under this Agreement or
with the express prior written consent of the other party, disclose or permit
access to any confidential information to any other parties. The parties agree
to advise their respective employees, agents and representatives to take such
action as may be advisable to preserve and protect the confidentiality of such
information.
8.2 MARKING OF CONFIDENTIAL INFORMATION All information the disclosing party
considers proprietary or confidential, if in writing or other tangible form,
shall be conspicuously labeled or marked as "Proprietary" or "Confidential" and,
if oral, shall be identified as proprietary at the time of disclosure and
promptly confirmed in writing. Either party shall have the right to correct any
inadvertent failure to designate information as proprietary by written
notification within ten (10) days following disclosure.
9. RELATIONSHIP OF THE PARTIES
---------------------------
9.1 INDEPENDENT CONTRACTORS Bell Atlantic and Carrier shall be independent
contractors under this Agreement and all services under this Agreement shall be
performed by Bell Atlantic as an independent contractor and not as an agent of
Carrier.
9.2 RESPONSIBILITY FOR EMPLOYEES AND AGENTS All persons furnished by Bell
Atlantic shall be considered solely Bell Atlantic's employees or agents, and
Bell Atlantic shall be responsible for compliance with all laws, rules, and
regulations relating to such persons including, but not limited to, hours of
labor, working conditions, workers' compensation, payment of wages, benefits,
unemployment, social security and other payroll taxes. Each party's employees
and agents, while on premises of the other, shall comply with all rules and
regulations, including any applicable security procedures and safeguarding of
confidential data.
10. GENERAL CONDITIONS
------------------
10.1 ASSIGNMENT Neither party may assign or delegate its rights and obligations
under this Agreement without the prior written consent of the other party except
that Bell Atlantic may assign this Agreement to an affiliate or subsidiary
without such consent.
5
<PAGE>
10.2 CHOICE OF LAW The validity, construction and performance of this Agreement
shall be governed by the laws of _____________________.
10.3 COMPLIANCE WITH LAWS Each party shall comply with all applicable federal,
state, county and local laws, ordinances, regulation, rules and codes in the
performance of this Agreement. Neither party shall be liable to the other for
termination of this Agreement or any services to be provided hereunder
necessitated by compliance with any law, rule, regulation or court order of a
duly authorized governmental body.
10.4 CONTINGENCY Neither party shall be held responsible or liable to the other
for any delay or failure in performance caused by fires, strikes, embargoes,
requirements imposed by Government regulation, civil or military authorities,
act of God or by the public enemy, or other causes beyond the control of Carrier
or Bell Atlantic. If such a contingency occurs, the party injured by the other's
inability to perform may: a) terminate the affected services or part thereof not
already rendered; or b) suspend the affected services or part thereof for the
duration of the delaying cause and resume performance once the delaying causes
cease.
10.5 LICENSES No licenses, expressed or implied, under any patents, copyrights,
trademarks or other intellectual property rights are granted by Bell Atlantic to
Carrier under this Agreement.
10.6 NOTICES Except as otherwise specified in this Agreement, any notice
required or permitted under this Agreement shall be in writing and shall be
given to the other party at the address designated below by hand delivery,
registered return-receipt requested mail, confirmed facsimile, or nationally
recognized courier service:
For Bell Atlantic: Bell Atlantic Network Services, Inc.
13100 Columbia Pike, D39
Silver Spring, MD 20904
Attn: ________________, Product Manager
For Carrier:
The above addresses may be changed by giving thirty (30) calendar days prior
written notice as prescribed above. Notice shall be deemed to have been given or
made on the date of delivery if received by hand, facsimile or express courier,
and three days after delivery to the U.S. Postal Service, if mailed.
10.7 PUBLICITY Bell Atlantic and Carrier agree to submit to each other prior to
publication all advertising, sales promotions, press releases and other
publicity matters containing or mentioning a) the services performed by Bell
Atlantic under this Agreement, b) either party's name or marks, or c) language
from which either party's names or marks may be inferred or implied. Bell
Atlantic and Carrier further agree not to publish or use any such advertising,
sales promotion, press releases, or publicity matters unless it obtains the
other party's prior written consent.
6
<PAGE>
10.8 SEVERABILITY If any provision of this Agreement or the application of any
provision shall be held by a tribunal of competent jurisdiction to be contrary
to law or unenforceable, the remaining provisions of this Agreement shall
continue in full force and effect.
10.9 SURVIVAL All obligations hereunder, incurred by either Bell Atlantic or
Carrier prior to the cancellation, termination or expiration of this Agreement
shall survive such cancellation, termination or expiration.
10.10 CAPTIONS AND SECTION HEADINGS The captions and section headings in this
Agreement are for convenience only and do not affect the meaning or
interpretation of this Agreement.
10.11 DUPLICATE ORIGINALS This Agreement may be executed separately by the
parties in one or more counterparts. Each duplicate executed shall be deemed an
original, and all together shall constitute one and the same document.
10.12 NONDISCLOSURE OF AGREEMENT Each party agrees not to disclose the terms and
conditions of this Agreement to any third party, except that it shall not be
deemed a breach of this provision for the parties to disclose the terms and
conditions of this Agreement to their respective subsidiaries and affiliated
companies or to any duly constituted governmental body which requires
disclosure.
10.13 ENTIRE AGREEMENT The terms and conditions of this Agreement, including
Appendices A, B, and C attached to this Agreement, constitute the entire
Agreement between Bell Atlantic and Carrier relating to the subject matter of
this Agreement, and supersede any and all prior or contemporaneous
understandings, promises or representations, whether written or oral, between
the parties relating to the subject matter of this Agreement. Any waiver,
modification or amendment of any provision of this Agreement, or of any right or
remedy hereunder, shall not be effective unless made in writing and signed by
both parties.
7
<PAGE>
IN WITNESS WHEREOF, the parties agree that the effective date of this Agreement
is the date first written above, and each party warrants that it has caused this
Agreement to be signed and delivered by its duly authorized representative.
BELL ATLANTIC
NETWORK SERVICES, INC.
Name: Name:
----------------------- ----------------------------
Title: Title:
---------------------- ---------------------------
Signature: Signature:
------------------ -----------------------
Date: Date:
----------------------- ----------------------------
8
<PAGE>
APPENDIX A
CARRIER SUBSCRIPTION SELECTION FORM
-----------------------------------
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
CONTRACT DA SERVICE SUBSCRIPTION RATE
SELECTED PERIOD PER CALL
- ----------------------------------------------------------------------------
<S> <C> <C>
Directory Assistance - Standard Year(s)
- ----------------------------------------------------------------------------
Directory Assistance - Standard with
Front End Branding* Year(s)
- ----------------------------------------------------------------------------
Directory Assistance - Live Response Year(s)
- ----------------------------------------------------------------------------
Directory Assistance - Live Response
with Front End Branding* Year(s)
- ----------------------------------------------------------------------------
Directory Assistance Call Completion Year(s)
- ----------------------------------------------------------------------------
IntraLATA Call Completion Year(s) See rates below
- ----------------------------------------------------------------------------
Branded IntraLATA Call Completion* Year(s) See rates below
- ----------------------------------------------------------------------------
</TABLE>
* Plus nonrecurring Branding Fee of $______________.
For informational purposes, the following are the charges for Directory
Transport to be provided under the applicable tariffs. (Call miles are measured
from the BA Wire Center serving Carrier's premises to the DA location):
<TABLE>
<CAPTION>
Call Miles Rate Per Call
---------- -------------
<S> <C>
0 to 1 mile.......... $0.0014
greater than 1 to 4 miles....... 0.0015
greater than 4 to 8 miles....... 0.0016
greater than 8 to 16 miles...... 0.0018
greater than 16 to 25 miles..... 0.0018
greater than 25 to 50 miles..... 0.0019
greater than 50 to 200 miles.... 0.0020
</TABLE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------
CALL COMPLETION RATES
- ---------------------------------------------------------------------------
TOTAL ANNUAL CALL AUTO AUTO COLLECT/ LIVE CCR HANDLED
VOLUME (ALL CALLS) PER CALL THIRD (PER CALL) PER CCR WORK SECOND
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
0 - 20,000
- ---------------------------------------------------------------------------
20,001 - 100,000
- ---------------------------------------------------------------------------
100,001 +
- ---------------------------------------------------------------------------
</TABLE>
NOTES: 1) Trunking and switched access costs are not included in the above
DA and Call Completion rates.
2) Rates for automated IntraLATA Call Completion calls are based on
call attempts.
- ----------------------------- -------------------------------------
SIGNATURE (BELL ATLANTIC) SIGNATURE(CARRIER)
<PAGE>
APPENDIX B
INTRALATA CALL COMPLETION SERVICES
----------------------------------
A. Calling Card
------------
Bell Atlantic Carrier Call Representative keys the calling card number and
call details into the system, secures validation, and releases the call
into the network.
B. Collect
-------
Bell Atlantic Carrier Call Representative obtains the calling party s name,
keys the call details if necessary, announces the call to the called party,
waits for acceptance, and releases the call into the network.
C. Billed To A Third Party
-----------------------
Bell Atlantic Carrier Call Representative requests the calling party's
name, keys the call details if necessary, calls the third party to verify
acceptance of billing, and releases the call once acceptance is given.
D. Assistance - Other
------------------
Bell Atlantic Carrier Call Representative will dial a called number for the
customer for any of the following reasons:
1. Customer encounters trouble such as wrong number, poor transmission or
cutoff, and requests a credit or reconnection.
2. Customer desires time and charges at the end of conversation.
3. Customer requires dialing assistance due to a disability..
4. Customer is unwilling to dial call.
E. Person-to-Person
----------------
Bell Atlantic Carrier Call Representative requests the person or department
the calling party has specified, ensures appropriate party has been reached
(person or department), and releases call.
F. Busy-Line Verification
----------------------
Bell Atlantic Carrier Call Representative determines if the number
specified by the customer is in use, idle, or out of order.
G. Customer-Requested Interrupt
----------------------------
At the customer's request, Bell Atlantic Carrier Call Representative will
interrupt conversation in progress on a line that has been verified in use.
<PAGE>
APPENDIX B (CONT'D)
H. Assistance (0-)
---------------
Bell Atlantic Carrier Call Representative will provide customer dialing
instructions, assistance with emergency calls, area code information, and
business office or repair service.
I. Validation Services
-------------------
Bell Atlantic will launch a query for the validation of all calling card
calls, collect calls, billed-to-third number calls and public telephone
checks to a Line Information Data Base (LIDB). The query costs for query of
the Bell Atlantic LIDB are included in Bell Atlantic Carrier Call
Representative (CCR) Work Second or Automated call rate specified in
Appendix A. Bell Atlantic will also launch queries as stated for
validations to other companies' LIDBs.
<PAGE>
APPENDIX C
EXCHANGE OF INFORMATION
-----------------------
Technical information will be furnished via the use of a Technical Questionnaire
to be provided by Bell Atlantic. Such information will include, but not be
limited to, the following:
1. Central Office Exchange Names
2. Usage Forecasts
3. Local Central Office Characteristics
4. Trunking Arrangements and Trunk Group Types
5. Emergency Reporting System and Procedures
6. Business Office Information
7. Repair Service Information
8. Name and Address Request Information
9. Tariffs and Rate Information
10. Customer Dialing Capabilities
11. Access to EMI Records
<PAGE>
Exhibit 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the use of our
report (and to all references to our firm) included in or made a part of
Registration Statement File No. 333-49397.
ARTHUR ANDERSEN LLP
Chicago, Illinois
August 13, 1998
